The Members of
Asya Infosoft Limited
Your Directors are pleased to present the 32nd Board Report of your Company along withthe Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended 31st March 2017.
You being our valued partners in the Company we wish to share our vision of growthwith you and our guiding principles which are a blend of optimism that will be a guidingforce of all our future endeavors.
1. FINANCIAL HIGHLIGHTS
| || || |
(Rs. In Lacs)
|Particulars || |
|2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Income from operations || || || || |
|(a) Net sales/Income from operations ||30.78 ||54.75 ||3856.61 ||3192.52 |
|(b) Other operating income ||0 ||0 ||0 ||0 |
|(1) Total Income from operations ||30.78 ||54.75 ||3856.61 ||3192.52 |
|Expenses || || || || |
|(a) Cost of materials consumed ||0 ||0 ||0 ||0 |
|(b) Purchases of stock-in-trade ||0 ||0 ||3043.20 ||2355.42 |
|(c) Changes in inventories of finished goods work-in-progress and stock-in-trade ||0 ||0 ||53.41 ||-135.63 |
|(d) Employee benefits expense ||5.87 ||5.75 ||145.50 ||173.05 |
|(e) Data entry job charge expenses ||3.37 ||7.38 ||349.52 ||396.41 |
|(g) Donation Expense ||0 ||5.00 ||0 ||0 |
|(f) Depreciation and amortisation expense ||3.99 ||3.99 ||72.08 ||63.03 |
|(g) Other expenses ||12.10 ||8.72 ||140.74 ||173.43 |
|(2)Total expenses ||25.33 ||30.84 ||3804.46 ||3025.81 |
|(3) Profit/(Loss) from operations before other income finance costs and exceptional items (1-2) ||5.45 ||23.91 ||52.15 ||166.87 |
|(4) Other Income ||13.50 ||22.82 ||117.98 ||68.24 |
|(5) Profit/(Loss) from ordinary activities before finance costs and exceptional items(3+4) ||18.95 ||46.73 ||170.13 ||235.11 |
|(6) Finance Cost ||0 ||0 ||68.73 ||58.36 |
|(7) Profit/(Loss) from ordinary activities after finance costs but before exceptional items(5+6) ||18.95 ||46.73 ||101.40 ||176.68 |
|(8) Exceptional Items ||0 ||0 ||0 ||0 |
|(9) Profit/(Loss) from ordinary activities before tax (7+8) ||18.95 ||46.73 ||101.40 ||176.68 |
|(10) Tax Expense ||4.71 ||9.24 ||65.36 ||48.53 |
|(11) Net Profit/(Loss) from ordinary activities after tax (9+10) ||14.24 ||37.49 ||36.04 ||128.15 |
|(12) Extraordinary items ||0 ||0 ||0 ||0 |
|(13) Net Profit/(Loss) for the period(11 + 12) ||14.24 ||37.49 ||36.04 ||128.15 |
|(14) Share of profit/(loss) of associates ||0 ||0 ||0 ||0 |
|(15) Minority Interest ||0 ||0 ||10.27 ||42.72 |
|(16) Pre - acquisition profit ||0 ||0 ||0 ||5.13 |
|(16) Net Profit/(Loss) after taxes minority interest and share of profit/(loss) of associates ||14.24 ||37.49 ||25.77 ||80.31 |
|Paid up equity share capital @ Rs. 10/- each ||1205.73 ||724.40 ||1205.73 ||724.39 |
|Face value of the share shall be indicated ||10 ||10 ||10 ||10 |
|Reserve excluding Revaluation Reserve as per Balance Sheet of previous accounting year ||1250.51 ||544.76 ||1304.84 ||587.58 |
|Earnings per share (before extraordinary items)(of Rs.10/-each)(not annualized): || || || || |
|(a) Basic ||0.12 ||0.76 ||0.28 ||1.11 |
|(b) Diluted ||0.12 ||0.30 ||0.28 ||0.64 |
|Earnings per share (after extraordinary items)(of Rs.10/-each) (not annualized): || || || || |
|(a) Basic ||0.12 ||0.76 ||0.28 ||1.11 |
|(b) Diluted ||0.12 ||0.30 ||0.28 ||0.64 |
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Out of the issue of 10425000 warrants @ Rs.22.75/- each having face of value ofRS.10-/- each and Security premium of Rs. 12.75/ - each made as on 01.05.2015 under theSEBI (ICDR) Regulations 2009 & pursuant to the provisions of preferential issue asprescribed u/s 62 of the Companies Act 2013 read with relevant Rules your company hasallotted 9057292 equity shares of Rs. 22.75 to the respective allottees upto 31.10.2016upon the completion of 18 months from the date of its Issue & being the last date ofthe conversion.
Allotment and conversion details of warrant issue along with the pre and post sharecapital is tabled as under:
|Date ||Paid-up Capital having face value of Rs. 10/- each ||Amount (in Rs.) |
|25.06.2015 ||Pre-Allotment Capital ||30000000 |
|26.06.2015 ||1st Allotment ||16700000 |
|15.11.2015 ||2nd Allotment ||4425000 |
|07.01.2016 ||3rd Allotment ||21314500 |
|31.10.2016 ||4th Allotment ||48133420 |
|31.10.2016 ||Post-Allotment Capital ||90572920 |
Consequent to the conversion of 9057292 warrants paid up capital of the company hasbeen increased to Rs. 120572920 from Rs. 30000000 during the span of warrant issue.
Furthermore Company's Security Premium Reserve has increased to Rs. 115480473compared to the previous year by addition of substantial amount of Security premium due tothe conversion of 9057292 warrants into equity shares of the face value of Rs. 10/ -each issued at a Security premium of Rs. 12.75/- each. However lock-in over these sharesshall be subject to the SEBI Guidelines and other all applicable provisions.
After years of steady consistent growth Indian IT companies in the past few yearshave faced massive competitive pressures pushing many of them to cut costs. Indian IT'score competencies and strengths have attracted significant investments worldwide.
During the year the company along with its subsidiary is coveted to deliver highquality high impact solutions leveraging the latest technologies to customers acrossmultiple regions and industry verticals.
Taking the legacy forward the company is now more cohesive and united than it has everbeen because of its forethoughts towards the acquisition of small or large scale companiesworking in the same line of business or diversified into other class as well.
With successful acquisition Company will be benefited with diversification of theproducts services and be offered a myriad of other advantages such as easier financingand instant economies of scale. The competitive advantages too are formidable rangingfrom catching one's competition off guard to instant market penetration even in areaswhere you may currently be weak to the elimination of a competitor(s) through itsacquisition.
Positive outcome would be a set of policies that have been emphasized by the Chairmanand the Directors reinforced by the dedicated employees at work who are responsible forconceptualizing and articulating goals that bring our people together in pursuit ofmutually shared objectives.
3. 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.
5. 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.
6. AMOUNTS TRANSFERRED TO RESERVES
During the period under review the Company has not transferred any amount to reserves.
7. CHANGES IN SHARE CAPITAL IF ANY
During the year & upon conversion of equity warrants the company has allotted4813342 Equity shares of Rs.10/- each at price of Rs. 22.75/- per share (Includingpremium of Rs.12.75/- per share).
Hence paid up capital of the company has been increased to Rs.120572920/- fromRs.72439500/- as prevailing as on previous year.
Eventually the company has received trading approval for the following number ofshares as against the following dates:-
|No. of shares ||Trading Approval Date |
|1670000 ||09.09.2015 |
|7387292 ||03.01.2017 |
8. INFORMATION ABOUT SUBSIDIARY COMPANY
The Company has one subsidiary viz. Ideal systems Pvt. Ltd (ISPL) which is engaged intothe same line of business activities as on March 31 2017. There are no associatecompanies or joint venture companies within the meaning of Section 2(6) of the Act. Therehas been no material change in the nature of the business of the subsidiaries.
The salient features of Ideal Systems Pvt Ltd. in Form AOC-1 in Annexure-A is attachedalong with Financial statements as required under section 129 (3) of the Companies Act2013 .
Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiary are available on the website of theCompany.
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
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.
10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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-B.
11. MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion & Analysis forms part of this Annual Report & is annexedherewith in Annexure-C to the Board's Report.
12. 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 applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
13. DIRECTORS AND KMP
The Board consists of 4 directors out of which 2 are Independent Directors.
In accordance with the Articles of Association of the Company and pursuant to theprovisions of Section 152 of the Companies Act 2013 Mr. Ketan Shah ( DIN:-00913411)would retire by rotation at the ensuing AGM and being eligible offers himself forreappointment.
On recommendation of the Nomination and Remuneration Committee the Board re-appointsMr. Ketan Shah as the Managing Director of the Company for a further period of five yearswith effect from 30.09.2017 which is subject to the approval of shareholders at the AnnualGeneral Meeting.
The Board has approved the re-appointment of Mr. Ashok Kumar Patel (DIN:02993352) whohas submitted the declaration that he meets the criteria for independence as providedunder Section 149(6) of the Companies Act 2013 and who is eligible for re-appointment.Such re-appointment is subject to the approval of shareholders at the Annual GeneralMeeting.
Pursuant to Section 160 and 161 of the Companies Act 2013 Mr. Nixon Patel who wasappointed as an Additional Director with effect from 20.7.2017 on the Board of theCompany as recommended by the Nomination and Remuneration Committee and the Boardregularize him as a director subject to the approval of shareholders at this AGM.
14. INDEPENDENT DIRECTORS AND DECLARATION
Mr. Mahesh Modi (DIN: 00031523) and Mr. Chintubhai Shah (DIN: 00041880) have resignedfrom the post of directorship with effect from 09.11.2016. The Board places on record itsappreciation of the immense contribution of Mr. Mahesh Modi and Mr. Chintubhai Shah asIndependent Directors of the company.
15. AUDITORS AND REPORT THEREON
M/s Jeevan Jagetiya & Co. Chartered Accountants Ahmedabad retires at the ensuingAnnual General Meeting due to expiry of the term of appointment. Hence M/s. Shah &Khakhi Associates Chartered Accountant(Firm Registration No. 0126506W) be and is herebyappointed as the Statutory Auditors of the Company to hold the office from the conclusionof this 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting ofthe Company.
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.
16. SECRETARIAL AUDIT REPORT
The Company has appointed M/s. Jinang Shah and Associates Practicing CompanySecretary Ahmedabad as Secretarial Auditor to conduct audit under Section 204 of theCompanies Act 2013.
Adverse remarks given in the Secretarial Audit Report are responded as under:-
|Remarks ||Explanation |
|Late filing of few forms along with previous Annual Return. ||Delay caused because of occupancy of management in other activities which were on higher priority to complete during the period prescribed for the filing. |
| ||Still the management approach is to become more compliant company in the years to come to avoid penalties and Additional Fees. |
|Late Placement of Financial Results of First Qtr of F.Y 16-17 on BSE. ||Due to unavoidable circumstances the company was unable to disclose the Results on time but the company has taken appropriate steps to avoid such uncontrollable situations to avoid unnecessary delay. |
|Unpaid Statutory Dues for the years under review. ||The company being small size is facing lack of some financial support since last few years but looking towards the existing developments it is positive to pay it off soon. |
17. 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-E herewith for your kind perusal and information.
18. MEETINGS OF THE BOARD
The Board during the financial year 2016-17 met 7 times. Further all therecommendations made by the Audit Committee during the year were accepted by the Board.The details of the constitution and meetings of the Board held during the year areprovided in the Annexure-F-Corporate Governance Report which forms part of this AnnualReport.
19. AUDIT COMMITTEE
During the Financial year 2016-17 Audit Committee met six times. All therecommendations made by the Audit Committee during the year were accepted by the Board.The details of the constitution and meetings of the Audit Committee held during the yearare provided in the Annexure-F-Corporate Governance Report which forms part of this AnnualReport.
20. 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 including the meetings of thecommittee are provided in the Annexure-F-Corporate Governance Report which forms part ofthis Annual Report.
21. STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has Stakeholder Relationship Committee details of which are provided inthe Annexure-F-Corporate Governance Report which forms part of this Annual Report.
The company has not accepted any deposits during the year.
23. LOANS GUARANTEES AND INVESTMENTS
Except the following subscription 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.
|Sr. No. ||Name of party ||Particulars of loan guarantees and investments ||Nature ||Purpose for which it shall be used ||Amount (in lacs) |
|1 ||Ideal Systems Pvt. Ltd. ||Towards Subscription of 1453120 Equity shares of the face value of Rs. 10/-each (partly paid Rs. 7/-) issued at a premium of Rs. 125/- ||Investment ||Towards subscription of equity shares ||457.97 |
All Inventories including Machinery is adequately insured.
25. 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. The particulars ofcontracts and arrangements made with related parties required to be furnished underSection 134(3) are disclosed in the prescribed Form AOC-2 which is attached to this reportin Annexure-G
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/PoliciesPolicy%20on%20Related%20Party%20Transactions.pdf
26. 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.
27. RISK MANAGEMENT
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.
28. 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.
29. CORPORATE GOVERNANCE
The Corporate Governance Report which form part of this Report is set out inAnnexure-F together with the Certificate from the auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
30. ANNUAL EVALUATION
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.
31. WHISTLE BLOWER POLICY/VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act 2013 the Company has implementeda Whistle Blower Policy whereby employees and other stakeholders can report matters suchas generic 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
32. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND 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 2016-17.
33. 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 withnew/revised standard operating procedures and tighter Information Technology controls.Internal audits of the Company are regularly carried out to review the Internal ControlSystems.
34. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal financial control is in place commensurate with the size of the Company
35. EQUITY CAPITAL
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued any equity shares with differential voting rights.
f) 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 for transfer of shares from suspenseaccount during the year : NA Number of shareholders to whom shares were transferred fromsuspense account during the year : NA aggregate number of shareholders and the outstandingshares in the suspense account lying at the end of the year : NIL That the voting rightson these shares shall remain frozen till the rightful owner of such shares claims theshares : NA
g) 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 approached the issuer for transfer of shares from theUnclaimed Suspense Account during the year : Not Applicable
Number of shareholders to whom shares were transferred from the Unclaimed SuspenseAccount during the year : Not Applicable Aggregate number of shareholders and theoutstanding shares lying in the Unclaimed Suspense Account at the end of the year : Nil
h) MATERIAL VARIATIONS
The company made public issue in the year 1985 hence variations between the projections& actual performance are not relevant as on date.
i) 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.
j) 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.
FOR AND ON BEHALF OF THE BOARD
MR. KETAN SHAH
CHAIRMAN AND MANAGING DIRECTOR