BOARD'S REPORT TO, THE MEMBERS OF ASYA INFOSOFT LIMITED Your Directors have pleasure in presenting the 30th Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK : As a part of the expansion programme, our company is proposing to acquire controlling interest in M/s. Ideal Systems Private Limited and consequently Authorised capital of the company has been increased to Rs.17,00,00,000/ (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore seventy lacs) Equity Shares of Rs.10/ (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs. 7,00,00,000/ (Rupees Seven Crore Only) divided into 70,00,000.(Seventy Lacs Only) Equity Shares of Rs.10/ (Rupees Ten Only) each to rank pari passu with the existing Equity Shares of the Company. The very objective of the proposed preferential allotment of Equity Warrants is to utilize proceeds to acquire and/or takeover Ideal Systems Pvt. Ltd., and/or other Body Corporates engaged in same line of activities and to augment shot term as well as long term resources of the company and for general corporate purposes. CHANGE IN NATURE OF BUSINESS, IF ANY : Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business. DIVIDEND : In order to conserve the resources of the Company, the Board of directors has not recommended any dividend for current year. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND : The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there is no amount lying in unpaid dividend account. AMOUNTS TRANSFERRED TO RESERVES : The Board of Directors proposed to carry nil amounts to General Reserve Account CHANGES IN SHARE CAPITAL, IF ANY : INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY : After the closure of financial year ended on 31st march ,2015 , Company has acquired 1453120 equity shares of Rs. 10/each at a premium of Rs.125/-each of Ideal Systems Private Limited (ISPL) which constitutes 61.58 % of issued and subscribed capitals company has paid Rs. 7 towards the face value of the shares which constitutes 52.88% of paid up equity share capital. ISPL is engaged in the same line of activities and acquisition is made with a sole object of augmenting short term as well as long term resources of the Company for general corporate purposes. MATERIAL CHANGES AND COMMITMENTS : Consequent to the EGM held on 25th March 2015, the company allotted 10425000 equity warrants to the non promoter group on 1st may, 2015 & subsequently the consent of the Board of Directors of the Company is hereby accorded to allot 16,70,000 equity shares of Rs.10/ - each at a premium of Rs.12.75/- per share on June 26th , 2015, upon conversion of 16,70,000 equity Warrants into Equity Shares. Apart from that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statement relate and on the date of this report. MEETINGS OF THE BOARD OF DIRECTORS : During the Financial Year 2014-15, the Company held 12 (twelve) Board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings. AUDIT COMMITTEE : The role of the Audit Committee is in accordance with the Section 177 of the Companies Act, 2013 which shall include the following: 1) Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 2) The recommendation for appointment, remuneration and terms of appointment of auditors of the company; 3) Approval of payment to statutory auditors for any other services rendered by them. 4) Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to : a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (C) of sub-section 3 of section 134 of the Companies Act, 2013. b) Changes, if any, in accounting policies and practices and reasons for the same c) Major accounting entries involving estimates based on the exercise of judgment by management d) Compliance with listing and other legal requirements relating to financial statements e) Disclosure of any related party transactions 5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval 6) Review and monitor the auditor's independence and performance and effectiveness of audit process. 7) Evaluation of internal financial controls and risk management systems. 8) Reviewing the adequacy of internal audit function and frequency of internal audit. 9) Discussion with internal auditors any significant findings and follow up there on 10) To oversee the vigil mechanism and review the functioning of the whistle blower policy 11) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee The company's Audit Committee comprised of three non executive directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition and participation of the member at the meeting of audit committee. NOMINATION AND REMUNERATION COMMITTEE : As per the section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are given in Corporate Governance report which forms part of annual report. RATIO OF REMUNERATION TO EACH DIRECTOR : The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is nil. STAKEHOLDER RELATIONSHIP COMMITTEE : The terms of reference of the Committee include reviewing and redressing complaints from shareholders such as non-receipt of annual report, transfer of shares, issue of duplicate share certificates, etc.; to oversee and review all matters connected with transfers, transmissions, dematerialization, rematerialization, splitting and consolidation of securities; to oversee the performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services; and to perform any other function, duty as stipulated by the Companies Act, Securities & Exchange Board of India, Stock Exchanges and any other regulatory authority or under any applicable laws, as amended from time to time. Share transfer committee : The Stakeholder relationship committee has delegated power of approving transfer of securities to Shri Ketan Shah and Shri Sandip Shah. The Committee, inter alia, reviews and approves the transfer/ transmission/ D-mat of equity shares as submitted by Bigshare Services Pvt.Ltd., the Registrar & Transfer Agent of the Company. DIRECTORS' RESPONSIBILITY STATEMENT : Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; and e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS AND KMP : In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Ketan N.Shah (DIN-: 00913411) would retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. During the current financial year the following changes have occurred in the constitution of directors of the company: Mrs Dimple Pandya holds the position till this AGM. The Board has issued the notice for her reappointment and recommends her resolution for the approval of the shareholders at AGM. INDEPENDENT DIRECTORS AND DECLARATION : Shri Maheshbhai B Modi, Shri Ashokkumar R Patel , Shri Chintubhai P Shah have been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 on 29/09/2014 for a term of 5 (Five) consecutive years on the Board of the Company. It is also proposed to appoint Mrs Dimple T pandya (DIN 07143532) as an Independent Directors of the Company for a term up to 5 years, at the forthcoming Annual General Meeting. The Board of Directors of the Company hereby confirms that the Independent director duly appointed by the Company has given the declaration and she met the criteria of independence as provided under section 149(6) of the Companies Act, 2013. AUDITORS AND REPORT THEREON : M/s Jeevan Jagetiya& Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of two years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 32nd AGM. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. SECRETARIAL AUDIT REPORT : The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013. DEPOSITS : The company has not accepted any deposits during the year LOANS, GUARANTEES AND INVESTMENTS : There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable RELATED PARTY TRANSACTIONS : The Company has entered into any Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Annexure 1 AOC 2 has been enclosed herewith. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO : A. Conservation of energy : a) The Company has not made any investment for (energy conservation) and taken any specific measures to reduce energy cost per unit. However, it intends to conserve energy for future generation. RISK MANAGEMENT : Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives: • Provide an overview of the principles of risk management • Explain approach adopted by the Company for risk management • Define the organizational structure for effective risk management • Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions. • Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets. CORPORATE SOCIAL RESPONSIBILITY : The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee. ANNUAL EVALUATION : Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. VIGIL MECHANISM : As per Section 177(9) and (10) of the Companies Act, 2013, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company INTERNAL CONTROL SYSTEM : The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS : Internal financial control is in place commensurate with the size of the Company. EXTRACT OF ANNUAL RETURN : The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-2 herewith for your kind perusal and information. SHARES: BUY BACK OF SECURITIES : The Company has not bought back any of its securities during the year under review. SWEAT EQUITY : The Company has not issued any Sweat Equity Shares during the year under review. BONUS SHARES : No Bonus Shares were issued during the year under review. EMPLOYEES STOCK OPTION PLAN : The Company has not provided any Stock Option Scheme to the employees. SHARES IN SUSPENSE ACCOUNT : i. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable iii. Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil v. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable SHARES IN UNCLAIMED SUSPENSE ACCOUNT : i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil ii. Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil MATERIAL VARIATIONS : The company made public issue in the year 1985 hence variations between the projections & actual performance are not relevant as on date. CODE OF CONDUCT : The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS : No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company's operation in future. ACKNOWLEDGEMENT : The Board places on record their appreciation of the support of all stakeholders. For and on behalf of the Board Mr. Ketan Shah Chairman (DIN: 00913411) Date : 14/08/2015 Place : Ahmedabad Registered office : H.N. House C-4th Floor, (Nidhi Complex), Stadium 5 Roads, Navrangpura, Ahmedabad - 380009. |