The Members of Asya Infosoft Limited
Your Directors have pleasure in presenting the 31st Board's Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended 31st March 2016.
You being our valued partners in the Company for a long time we share our vision ofgrowth with you and our guiding principles are a blend of optimism which has been and willbe the guiding force of all our future endeavors.
|FINANCIAL HIGHLIGHTS || ||(Rs. IN LACS) |
|Particulars ||Standalone ||Consolidated |
| ||2015-16 ||2014-2015 ||2015-16 |
|Gross Income ||77.51 ||22.21 ||3260.76 |
|Profit Before Interest and Depreciation ||50.71 ||10.92 ||298.00 |
|Finance Charges || ||- ||58.29 |
|Gross Profit ||50.71 ||10.92 ||239.71 |
|Provision for Depreciation ||3.99 ||0.011 ||63.03 |
|Net Profit Before Tax ||46.72 ||10.91 ||176.69 |
|Provision for Tax ||8.92 ||(-2.52) ||48.53 |
|Net Profit After Tax (before deducting minority int.) ||37.49 ||11.33 ||128.15 |
|Minority interest ||- ||- ||-42.72 |
|Net profit after deducting minority interest ||- ||- ||85.43 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year the Company has allotted 10425000 Equity Warrants to nonpromoter group under the preferential issue as prescribed u/s 62 of the CompaniesAct 2013 read with relevant Rules and in accordance with the SEBI (ICDR Regulations) asamended from time to at a minimum exercise price of Rs 22.75 (Rupees Twenty Two andSeventy Five Paise Only) (including a premium of Rs 12.75) per Equity Share or such otherhigher price as may be arrived at in accordance with the ICDR Regulations ("IssuePrice").
As a part of the expansion program me & objective laid down in the Notice ofpreferential Issue our company has acquired controlling interest in M/s. Ideal SystemsPrivate Limited (ISPL) at 4th May 2015 by way of subscribing 1453120 Equityshares of Rs. 10/- each issued at a premium of Rs. 125/- and consequently ISPL would betreated as subsidiary company of the Asya Infosoft limited now onwards. we highly believethat the year of 2016-17 will bring us back in the IT industry as a key player &thereby we assure our investors that they will definitely regain the lost confidence witha positive impact shortly with the pace of the sector's growth.
CHANGE IN NATURE OF BUSINESS IF ANY
Your Company continues to operate in same business segment as that of previous year andthere is no change in the nature of the business.
In order to conserve the resources of the Company the Board of directors has notrecommended 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 noamount 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
Authorized capital of the company has been increased to Rs.170000000/ (RupeesSeventeen Crore Only) divided into 17000000 (One Crore seventy lacs) Equity Shares ofRs.10/ (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs.70000000/ (Rupees Seven Crore Only) divided into 7000000.(Seventy Lacs Only) EquityShares of Rs.10/ (Rupees Ten Only) each to rank pari passu with the existing Equity Sharesof the Company.
INFORMATION ABOUT SUBSIDIARY COMPANY
During the year Company has acquired 1453120 equity shares of Rs. 10/each at apremium of Rs.125/-each of Ideal Systems Private Limited (ISPL) which constitutes 61.58 %of issued and subscribed capital& company has paid Rs. 7 towards the face value of theshares which constitutes 52.88% of paid up equity share capital.
The Company has formulated a policy for determining material' subsidiariespursuant to the provisions of the SEBI (Listing Obligations & Discloser Requirements)Regulations 2015. The said policy is available at the Company website at the linkhttp://www.sayait.com/Investors/Policies/policy for determining material subsidairy.pdf
The consolidated financial statements presented by the Company include the financialinformation of its subsidiary prepared in compliance with applicable accounting standards.The salient features of Ideal Systems Pvt Ltd. in Form AOC-1 is attached along withFinancial statements as required under section 129 (3) of the Companies Act 2013 . ISPLis engaged in the same line of activities and acquisition is made with a sole object ofaugmenting short term as well as long term resources of the Company for general corporatepurposes.
MATERIAL CHANGES AND COMMITMENTS
MEETING OF THE BOARD & AUDIT COMMITTEE
The Board during the financial year 2015-16 met 7 times and Audit Committee met fourtimes. All the recommendations made by the Audit Committee during the year were acceptedby the Board. The details of the constitution and meetings of the Board and the Committeesheld during the year are provided in the Corporate Governance Report which forms part ofthis Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As per the Section 178 (1) of the Companies Act 2013 the Company has constitutedNomination And Remuneration Committee details of which are provided in the CorporateGovernance Report which forms part of this Annual Report.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has constituted Nomination and Remuneration Committee details of which areprovided in the Corporate Governance Report which forms part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnishedhereunder as per Annexure-1.
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time a statement showing the names andother particulars of the employees is furnished as per Annexure-2.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; c) The directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d) The directors had preparedthe annual accounts on a going concern basis; and e) The directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. f) The directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
DIRECTORS AND KMP
In accordance with the Articles of Association of the Company and pursuant to theprovisions of Section 152 of the Companies Act 2013 Shri Sandip R Shah ( DIN:-00912721)would retire by rotation at the ensuing AGM and being eligible offers himself forreappointment.
The Board has identified the following officials as Key Managerial Personnel pursuantto Section 203 of the Companies Act 2013:
1. Mr. Ketan N Shah Managing Director and C.E.O.
2. Mr.Sandip R Shah- Non-executive Director & CFO (W.e.f -05-07-16)
3. Ms.Amisha R Gandhi Company Secretary (w.e.f. 26.06.2015)
INDEPENDENT DIRECTORS AND DECLARATION
Shri Maheshbhai B Modi Shri Ashokkumar R Patel Shri Chintubhai P Shah have beenappointed as the independent director of the company as per Section 149(10) of theCompanies Act 2013 on 29/09/2014 for a term of 5 (Five) consecutive years on the Board ofthe Company.
Further Mrs Dimple T pandya (DIN 07143532) has also been appointed as an Non-executiveIndependent women Directors of the Company for a term up to 5 as on 31/3/2015.
AUDITORS AND REPORT THEREON
M/s Jeevan Jagetiya& Co. Chartered Accountants Ahmadabad retires at the ensuingAnnual General Meeting and being eligible; offer themselves for reappointment for aperiod of 2 years from the conclusion of this Annual General Meeting [AGM] till theconclusion of 33rdAGM.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.
SECRETARIAL AUDIT REPORT
The Company has appointed M/s. Pinakin Shah & Co. Practicing Company SecretaryAhmadabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act2013.
There are qualifications or adverse remarks in the Secretarial Audit Report whichrequire clarification/ explanation.
|Sr No. ||Particulars |
|1 violations of sub section (7) of section 186 of the Companies Act 2013 ||The company has not charged any interest as the projects are under execution. |
|2 violations of section 203 of the companies Act ||Appointment of CFO has already been made & effective 2013- Chief financial officer. from 05-07-2016 |
|3. Non-compliance in filing of form/late filing ||Company has filed ROC forms with additional fees. |
The Secretarial Audit Report for the financial year ended 31st March 2016 is annexedherewith in Annexure -3 for your kind perusal.
The company has not accepted any deposits during the year.
LOANS GUARANTEES AND INVESTMENTS
Except the following investments made in the subsidiary Company there were no loansguarantees or investments made by the Company under Section 186 of the Companies Act 2013during the year under review and hence the said provision is not applicable.
|Sr No ||Name of party ||Particulars of loan guarantees and investments ||Nature ||Purpose for which it shall be used ||Amount |
|1 ||Ideal Systems pvt Ltd ||Investment made ||Capital ||With an object to form subsidiary ||137587500 |
All Inventories including Machinery is adequately insured.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion & Analysis forms part of this Annual Report & is annexedto the Board's Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Investment has beenmade to materially significant related party by the Company which may have a potentialconflict with the interest of the Company at large and Approval of the Board of Directors& shareholders was obtained wherever required. As there are no specific transactionsas mentioned u/s 188 of the companies Act2013 entered into with Subsidiary company Form- AOC-2 is not required to attach herewith.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink http://www.sayait.com/Investors/Policies/Policy%20on%20Related%20Party%20Transactions.pdf
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
A. Conservation of energy
Since the Company does not carry out any manufacturing activity the particularsregarding conservation of energy technology absorption and other particulars as requiredby the Companies (Accounts) Rules 2014 are not applicable..
B. Technology absorption
There is no research and development activity carried out by the Company.
C. Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
The Board is also periodically informed of the business risks and the actions taken tomanage them. The Company is not required to formulate a policy for Risk management as suchbut Periodic assessments to identify the risk areas are carried out and management hasbriefed out on the risks in advance to enable the company to control risk through aproperly defined plan 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 identifyrisks and associated opportunities and to respond to them with effective actions.
Identify access and manage existing and new risks in a planned and coordinatedmanner with minimum disruption and cost to protect and preserve Company's human physicaland financial assets.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.
As provided under Regulation 15(2) of the SEBI (LODR) Regulations 2015 thecompliance with Corporate Governance as specified in Regulation 17 to 27 46(2)(b) to (i)& para c d & e of Schedule V are not applicable to the Company as paid up sharecapital doesn't exceed Rs. 10 Crore.
The Company has decided to maintain and adhere to the Corporate Governance requirementsset out by SEBI voluntarily. The Report on Corporate Governance along with requisiteCertificate from M/s. Pinakin Shah & Co. Practicing Company Secretary Ahmedabad isannexed to this Report.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committees.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act 2013 The Company has implemented aWhistle Blower Policy whereby employees and other stakeholders can report matters such asgeneric grievances corruption misconduct illegality and wastage/misappropriation ofassets to the Company. The policy safeguards the whistle blowers to report concerns orgrievances and also provides direct access to the Chairman of the Audit Committee. Thedetails of the Whistle Blower Policy are available on Company's website
To Refer Click onhttp://www.sayait.com/Investors/Policies/Vigil%20mechanism%20Policy%20.pdf
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and no complaint has been received on sexualharassment during the financial year 2015-16.
INTERNAL CONTROL SYSTEM
The Company has in place adequate systems of Internal Control to ensure compliancewith 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 ControlSystems.
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 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed as annexure-2 herewith for your kind perusal and information.
1.) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
2.) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
3.) BONUS SHARES
No Bonus Shares were issued during the year under review.
4.) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
5.) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued any equity shares with differential voting rights.
SHARES IN SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares in the suspense accountlying at the beginning of the year: Nil Number of shareholders who approached issuer fortransfer of shares from suspense account during the year: Not Applicable Number ofshareholders to whom shares were transferred from suspense account during the year: NotApplicable aggregate number of shareholders and the outstanding shares in the suspenseaccount lying at the end of the year: Nil That the voting rights on these shares shallremain frozen till the rightful owner of such shares claims the shares: Not Applicable
SHARES IN UNCLAIMED SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares lying in the UnclaimedSuspense Account at the beginning of the year Nil Number of shareholders who approachedthe issuer for transfer of shares from the Unclaimed Suspense Account during the year: NotApplicable Number of shareholders to whom shares were transferred from the UnclaimedSuspense Account during the year: Not Applicable
Aggregate number of shareholders and the outstanding shares lying in the UnclaimedSuspense Account at the end of the year: Nil
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 havebeen 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 goingconcern status and company's operation in future.
The Board places on record their appreciation of the support of all stakeholders.
|Date : 14/08/2016 ||For and on behalf of the Board |
|Place : Ahmadabad || |
|Registered office: || |
|H.N. House C-4th Floor ||Mr. Ketan Shah |
|(Nidhi Complex) Stadium 5 Roads ||Chairman |
|Navrangpura Ahmedabad 380009 ||(DIN: 00913411) |
PARTICULARS OF REMUNERATION
Information in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014: i. The ratio of the remuneration of each director to the median remunerationof the employees for the financial year 2015-16
|Name of Director ||Designation ||Remuneration of the Directors for 2015-16 ||Median remuneration of the employees ||Ratio of remuneration of the directors to the median remuneration of the employees |
| || ||(Rs. in Lacs) ||(Rs. in Lacs) || |
|Nil ||Nil ||Nil ||184200 ||Nil |
ii. The percentage increase in remuneration of each Director CFO CEO CS in thefinancial year
|Name of CS ||Designation ||Percentage increase in remuneration |
|Amisha R Gandhi ||Company secretary ||NA |
iii. The percentage increase in the median remuneration of employees in the financialyear 2015-16: Nil
iv. There were 4 employees on the rolls of Company as on 31st March 2016.
v. Average percentile increase in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase inthe managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration
Average KMP Salary Increase:-NA while Average Employees Salary Increase: NIL
Variable compensation is an integral part of the total pay package and is based onindividual performance rating and business unit performance. The average percentileincrease (decrease) in the remuneration of employees compared to KMP is in line withbenchmark studies and the performance of the company over a period of time. There is noexceptional increase in the managerial remuneration. vi. Affirmation that the remunerationis as per the remuneration policy of the Company
Company confirms the same.
ANNEXURE-2 PARTICULARS OF EMPLOYEE
Information in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014: i. Particulars of top ten Employee in terms of remuneration drawn
|Name & Designation of Employee ||Remuneration Received ||Nature of Employment ||Qualifications ||Total Experience ||Date of Commencement of Employment ||Age ||Last Employment ||% of Shares held Equity |
| ||(Rs. in Lakh) || || ||(In years) || || || || |
|Amisha R Gandhi ||216000 ||Company ||CS LLB Secretary ||1 ||June 2015 ||25 ||- || |
|Parth Anandpara ||204000 ||Software ||MCA Developer ||4 ||Apr-14 ||26 ||__ ||__ |
|Maulik Parikh ||164400 ||Tech ||SSC Support ||5 ||Apr-15 ||26 || ||__ |
|Pravin Amin ||90000 ||Peon ||SSC ||9 ||Apr-14 ||35 ||__ ||__ |
ii. Employees who are employed throughout the year and in receipt of remunerationaggregating Rs. 10200000/- or more per year: Nil iii. Employees who are employed partof the year and in receipt of remuneration aggregating Rs. 850000/-per month: Nil
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.
1. Details of contracts or arrangements or transactions not at arm's length basis:
There were no contracts or arrangements or transactions entered into during the yearended 31st March 2016 which were not at arm's length basis. Therefore nodetails of contract or arrangements are required to disclose.
2. Details of contracts or arrangements or transactions at arm's length basis:
|Name of Related Party ||Nature of Relationship ||Nature of contracts/ arrangements/ transaction ||Duration of Contracts/ Arrangements/ Transactions ||Salient terms of the Contracts or arrangements or transaction including the value if any ||Date of approval by Board ||Amount Accepted during the year |
| || || || || || ||(Amt in Rs) |
| || || ||NA || || || |