The Members of Asya Infosoft Limited
Your Directors have pleasure in presenting the 30th Boards Report of your Companytogether with the Audited Statement of Accounts and the Auditors Report of yourcompany for the financial year ended 31st March 2015.
FINANCIAL HIGHLIGHTS :
(Rs. In Lacs)
|Particulars ||2014-2015 ||2013-14 |
|Gross Income ||22.21 ||20.85 |
|Profit Before Interest and Depreciation ||10.92 ||10.01 |
|Finance Charges ||0 ||0 |
|Gross Profit ||10.92 ||10.01 |
|Depreciation ||0.010 ||0 |
|Net Profit Before Tax ||10.91 ||10.01 |
|Tax Expenses ||-0.418 ||1.91 |
|Net Profit After Tax ||11.32 ||8.10 |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK :
As a part of the expansion programme our company is proposing to acquire controllinginterest in M/s. Ideal Systems Private Limited and consequently Authorised capital of thecompany has been increased to Rs.170000000/ (Rupees Seventeen Crore Only) divided into17000000 (One Crore seventy lacs) Equity Shares of Rs.10/ (Rupees Ten Only) each bycreation of additional Equity Share Capital of Rs. 70000000/ (Rupees Seven Crore Only)divided into 7000000.(Seventy Lacs Only) Equity Shares of Rs.10/ (Rupees Ten Only) eachto rank pari passu with the existing Equity Shares of the Company.
The very objective of the proposed preferential allotment of Equity Warrants is toutilize proceeds to acquire and/or takeover Ideal Systems Pvt. Ltd. and/or other BodyCorporates engaged in same line of activities and to augment shot term as well as longterm 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 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 :
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY :
After the closure of financial year ended on 31st march 2015 Company has acquired1453120 equity shares of Rs. 10/each at a premium of Rs.125/-each of Ideal Systems PrivateLimited (ISPL) which constitutes 61.58 % of issued and subscribed capital& company haspaid Rs. 7 towards the face value of the shares which constitues 52.88% of paid up equityshare capital.
ISPL is engaged in the same line of activities and acquisition is made with a soleobject of augmenting short term as well as long term resources of the Company for generalcorporate purposes.
MATERIAL CHANGES AND COMMITMENTS :
Consequent to the EGM held on 25th March 2015 the company allotted 10425000 equitywarrants to the non promoter group on 1st may 2015 & subsequently the consent of theBoard of Directors of the Company is hereby accorded to allot 1670000 equity shares ofRs.10/ - each at a premium of Rs.12.75/- per share on June 26th 2015 upon conversion of1670000 equity Warrants into Equity Shares. Apart from that no material changes andcommitments affecting the financial position of the Company have occurred between the endof the financial year to which this financial statement relate and on the date of thisreport.
MEETINGS OF THE BOARD OF DIRECTORS :
During the Financial Year 2014-15 the Company held 12 (twelve) Board meetings of theBoard 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 whileconsidering the time gap between two meetings.
|SN. ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1 ||23/05/2014 ||5 ||2 |
|2 ||13/08/2014 ||5 ||2 |
|3 ||25/09/2014 ||5 ||2 |
|4 ||14/10/2014 ||5 ||2 |
|5 ||25/10/2014 ||5 ||2 |
|6. ||02/12/2014 ||5 ||2 |
|7. ||18/12/2014 ||5 ||2 |
|8. ||27/12/2014 ||5 ||2 |
|9. ||13/02/2015 ||5 ||2 |
|10. ||27/02/2015 ||5 ||2 |
|11. ||12/03/2015 ||5 ||2 |
|12. ||31/03/2015 ||6 ||3 |
AUDIT COMMITTEE :
The role of the Audit Committee is in accordance with the Section 177 of the CompaniesAct 2013 which shall include the following:
1) Oversight of the companys financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible.
2) The recommendation for appointment remuneration and terms of appointment ofauditors 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 tothe board for approval with particular reference to : a) Matters required to be includedin the Directors Responsibility Statement to be included in the Boards reportin 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) Majoraccounting 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 submissionto the board for approval
6) Review and monitor the auditors independence and performance and effectivenessof 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 blowerpolicy
11) Carrying out any other function as is mentioned in the terms of reference of theAudit Committee
The companys Audit Committee comprised of three non executive directors. Theboard has accepted the recommendations of the Audit Committee. The table sets out thecomposition and participation of the member at the meeting of audit committee.
|Name of director ||Designation ||No of meetings attended |
|Shri Maheshbhai B Modi ||Chairman ||4 |
|Shri Ashokkumar R Patel ||Member ||4 |
|Shri Sandip Shah ||Member ||4 |
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 given in Corporate Governancereport 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 andDirectors is nil.
STAKEHOLDER RELATIONSHIP COMMITTEE :
The terms of reference of the Committee include reviewing and redressing complaintsfrom shareholders such as non-receipt of annual report transfer of shares issue ofduplicate share certificates etc.; to oversee and review all matters connected withtransfers transmissions dematerialization rematerialization splitting andconsolidation of securities; to oversee the performance of the Registrar and TransferAgent 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 underany applicable laws as amended from time to time.
Committee met four times during FY 2014-15 i.e. 23/05/2014 13/08/2014 14/10/2014 and13/02/2015 .The Composition of the Stakeholders Relationship Committee and details ofMembers participation at the Meetings of the Committee are as under :
|Name ||Position ||No of meetings attended |
|Shri Maheshbhai Patel ||Chairman NED ||4 |
|Shri Ashokkumar R Patel ||Member ||4 |
|Shri Sandip Shah ||Member ||4 |
In addition Details of Shareholders Complaints received during the year are asfollows :
|Particulars ||No. of Complaints |
|Investor complaints pending as at April 1 2014 ||0 |
|Investor complaints received during the year ended on March 31 2015 ||0 |
|Investor complaints resolved during the year ended || |
|March 31 2015 ||0 |
|Investor complaints pending as on March 31 2015 ||0 |
Share transfer committee :
The Stakeholder relationship committee has delegated power of approving transfer ofsecurities to Shri Ketan Shah and Shri Sandip Shah. The Committee inter alia reviews andapproves the transfer/ transmission/ D-mat of equity shares as submitted by BigshareServices 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 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 provisionsof 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 theprovisions 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 forreappointment. During the current financial year the following changes have occurred inthe constitution of directors of the company:
|Name ||Designation ||Date of appointment |
|1 Mrs Dimple Pandya ||Additional director ||31/03/2015 |
Mrs Dimple Pandya holds the position till this AGM. The Board has issued the notice forher reappointment and recommends her resolution for the approval of the shareholders atAGM.
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. It is also proposed to appoint Mrs Dimple T pandya (DIN 07143532) as anIndependent Directors of the Company for a term up to 5 years at the forthcoming AnnualGeneral Meeting.
The Board of Directors of the Company hereby confirms that the Independent directorduly appointed by the Company has given the declaration and she met the criteria ofindependence 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 ensuingAnnual General Meeting and being eligible; offer themselves for reappointment for aperiod of two years from the conclusion of this Annual General Meeting [AGM] till theconclusion of 32nd AGM.
There are no qualifications or adverse remarks in the Auditors Report whichrequire any clarification/ explanation. The Notes on financial statements areself-explanatory and needs no further explanation.
SECRETARIAL AUDIT REPORT :
The Company has appointed M/s. Pinakin Shah & Co. Practicing Company SecretaryAhmedabad 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.
|Remarks ||Explanation |
|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 2013 Appointment of Company secretary & Chief financial officer ||The size of the company does not offer professional any carrier goal therefore the company could not recruit company secretary. |
The Secretarial Audit Report for the financial year ended 31st March 2015 is annexedherewith for your kind perusal.
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 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable
RELATED PARTY TRANSACTIONS :
The Company has entered into any Related Parties Transactions as defined under Section188 of the Companies Act 2013 with related parties as defined under Section 2 (76) of thesaid 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 (energyconservation) and taken any specific measures to reduce energy cost per unit. However itintends to conserve energy for future generation.
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.
RISK MANAGEMENT :
Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the company to control risk through a properlydefined plan. The risks are classified as financial risks operational risks and marketrisks. The risks are taken into account while preparing the annual business plan for theyear. The Board is also periodically informed of the business risks and the actions takento manage them. The Company has formulated a policy for Risk management with the followingobjectives:
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 Companys humanphysical and 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.
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.
VIGIL MECHANISM :
As per Section 177(9) and (10) of the Companies Act 2013 the company has establishedVigil Mechanism for directors and employees to report genuine concerns and made provisionsfor direct access to the chairperson of the Audit Committee. Company has formulated thepresent policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguardthe interest of its stakeholders Directors and employees to freely communicate andaddress to the Company their genuine concerns in relation to any illegal or unethicalpractice being carried out in the Company.
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.
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 accountlying at the beginning of the year: Nil
ii. Number of shareholders who approached issuer for transfer of shares from suspenseaccount during the year: Not Applicable
iii. Number of shareholders to whom shares were transferred from suspense accountduring the year: Not Applicable
iv. aggregate number of shareholders and the outstanding shares in the suspense accountlying at the end of the year: Nil
v. That the voting rights on these shares shall remain frozen till the rightful ownerof such shares claims the shares: Not Applicable
SHARES IN UNCLAIMED SUSPENSE ACCOUNT :
i. Aggregate number of shareholders and the outstanding shares lying in the UnclaimedSuspense Account at the beginning of the year Nil
ii. Number of shareholders who approached the issuer for transfer of shares from theUnclaimed Suspense Account during the year: Not Applicable
iii. Number of shareholders to whom shares were transferred from the Unclaimed SuspenseAccount during the year: Not Applicable
iv. Aggregate number of shareholders and the outstanding shares lying in the UnclaimedSuspense 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 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 companys 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
Date : 14/08/2015
Place : Ahmedabad
Registered office : H.N. House C-4th Floor
(Nidhi Complex) Stadium 5 Roads
Navrangpura Ahmedabad - 380009.
ANNEXURE TO DIRECTORS REPORT
MANAGEMENT DISCUSSION AND ANALYSIS
The company is engaged in a single segment namely Information technology &support services .
1. INDUSTRY STRUCTURE AND DEVELOPMENTS :
IT sector is Indias one of the largest sectors in the country in terms of overalldevelopment & contribution it renders towards other incilliary business .
Todays highly connected global business world is utilizing information on thestrong foundations of high-performance software. The entry of major private players in theIT sector has created vast opportunities for the sector by cutting edge competitiveadvantage & by providing right information about your business on your fingerprints atthe right time.. Emergence of qualified students from best institutions & advancedgadgets has given rise to technical literacy at its best.
Right from the beginning of our activities as an IT group we are constantly upgradingour performance and professional business skills by keeping abreast of the continuouschanging scenario of the IT world. some of the expertise we render is in the areas of :
Database Application on Web based & Client Server Technology
Networking Solutions Customized ERP
Web base application e-Governance Service
Manpower Service Provider
Document Management System
We have established ourselves as one of Gujarats highly performing softwarecompanies. Government of Gujarat has recognized us as one of the "TotalSolutions" providing Company for its pioneering mega "e-governance"project.
Focus of our team of professionals is on Knowledge Management Enterprise Integrationand Technological migration to the web-base or best-suitable platform.
2. OPPRTUNITIES & OUTLOOK :
The Indian IT sector has drastically been developed by a number of small players withrelatively low levels of expertise and/or financial resources. keeping in mind the futureresources of Income & projected business plans we highly believe that the year of2015-16 will bring us back in the IT industry as a key player & thereby we assure ourinvestors that they will definitely regain the lost confidence with a positive impactshortly with the sectors growth.
In nutshell the company strongly believes and practices the motto that it should givemaximum performance scalability and efficiency to its clients & highest return to itsShareholders against their respective investments made in our company.
3. RISKS CONCERNS & THREATS :
The key challenges that the Indian IT industry is facing today are:
labour turnover ratio
shortage of qualified manpower at times
difficulties in adjusting with current scenario or pacing with them.
4. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY :
The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.
Committee reviews the effectiveness and efficiency of these systems and procedures toensure that all assets are protected against loss and that the financial and operationalinformation is accurate and complete in all respects. The Audit Committee approves andreviews audit plans for the year based on internal risk assessment. Audits are conductedon an ongoing basis and significant deviations are brought to the notice of the AuditCommittee of the Board following which corrective action is recommended forimplementation. All these measures facilitate timely detection of any irregularities andearly remedial steps with no monetary loss.
5. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE :
Net revenue from operations is Rs. 11 lacs generated from standalone financials butit foresees for the acquisition of ISPL in the months to come & accordingly we hopefor the prospective & strong financials.
6. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONTINCLUDING NUMBER OF PEOPLE EMPLOYED :
There is no material development in human resources and industrial relations arecordial. The Company has employed five people.
CAUTIONARY NOTE :
The statements forming part of the Directors Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
For and on behalf of the Board
Place : Ahmedabad
Date : 14/08/2014
Registered Office :
H. N. House 4th floor Nidhi Complex Navrangpura Ahmedabad - 380009.
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
The Members Asya Infosoft Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Asya Infosoft Limited(CINL72900GJ1985PLC029849) (Hereinafter called the company) having registered office atH.N. House 4th Floor Nidhi Complex NavrangpuraAhmedabad-380009GujaratIndia TheSecretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the books papers minute books forms and returns filedand other records maintained by the company also the information provided by theCompany its officers agents authorized representatives certification given by otherprofessionals during the conduct of secretarial audit We hereby report that in ouropinion the company has during the audit period covering the financial year ended on31st March2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examined the books papersminute books forms and returns filed and other records maintained by Company for thefinancial year ended on 31st March2015 according to the provisions of:
I. The Companies Act 2013 (the Act) and the rules made thereunder;
II. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992; c) The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
f ) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
VI. Local taxes as applicable in the state of Gujarat.
We have also examined compliance with the applicable clauses of the following:
i. Secretarial standards issued by the institute of Company Secretaries of India.
ii. The Listing Agreements entered into by the Company with Bombay Stock Exchange(s)during the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
a) The Company has not charged interest at the rate not lower than yield of governmentsecurities on loans and advances as provided in sub section (7) of section 186 of theCompanies Act 2013.
b) The company has not appointed Company Secretary in compliances of section 203 of thecompanies Act 2013.
c) The Compliance of Secretarial Standard was not mandatory during the period underreview.
We further report that The Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting. Majority decision is carriedthrough while the dissenting members views are captured and recorded as part of theminutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period the company has not taken any majordecision in pursuant to section 180 of the Companies Act 2013.
Pinakin shah & Co.
FCS No.: 2562
C P No.: 2932
Date : 14/08/2015
Place : Ahmedabad
Annexure-1 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 arms length transaction under third proviso thereto.
Details of contracts or arrangements or transactions at Arms 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 (Rs.) |
|1. i. Ideal System Private Limited ||Body corporate ||Provision of service to Entity controlled by related parties ||Not specific ||NA ||23/05/2014 ||164300 |
| || ||Data entry-Job charges || || ||25/09/2014 ||97600 |
| || || || || ||27/12/2014 ||85400 |
|2. ii. Abridge Solution Pvt. Ltd. ||Body corporate ||Interest earned on money advanced ||Not specific ||NA ||31-03-2015 ||5.33 lacs |