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Datasoft Applications Software (India) Ltd.

BSE: 526443 Sector: IT
NSE: N.A. ISIN Code: INE072B01019
BSE LIVE 15:14 | 29 Nov 1.24 -0.06
(-4.62%)
OPEN

1.24

HIGH

1.24

LOW

1.24

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1.24
PREVIOUS CLOSE 1.30
VOLUME 1863
52-Week high 1.48
52-Week low 1.24
P/E 4.13
Mkt Cap.(Rs cr) 0.39
Buy Price 1.36
Buy Qty 2000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.24
CLOSE 1.30
VOLUME 1863
52-Week high 1.48
52-Week low 1.24
P/E 4.13
Mkt Cap.(Rs cr) 0.39
Buy Price 1.36
Buy Qty 2000.00
Sell Price 0.00
Sell Qty 0.00

Datasoft Applications Software (India) Ltd. (DATASOFTAPPLICA) - Director Report

Company director report

TO

THE MEMBERS OF DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED.

Your Directors have pleasure in presenting their Twenty Third Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.

1. Performance Highlights (Standalone)

(Rs. In Lakhs)

2014-2015 2013-2014
Sales and Other Income 7.65 7.77
Profit/(Loss) before Tax 3.65 5.69
Less : Taxes
Current Tax - -
Deferred Tax - -
Profit/(Loss) for the year 3.56 5.69
Add Balance in Profit & Loss Account (560.12) (565.81)
SUB TOTAL (556.56) (560.12)
Less : Appropriations
Transfer to Reserve (Specify) - -
Dividend - -
Dividend Tax - -
CLOSING BALANCE (556.56) (560.12)

2. DIVIDEND

Due to accumulated losses Directors regret to recommend any dividend for the year.

3. RESERVES

Your directors do not propose to transfer surplus in profit and loss account to anyreserves.

4. BUSINESS REVIEW AND PROSPECTS

Principal business of the company remains temporarily suspended due to unavailabilityof sufficient resources. Company shall restart its business upon generating requiredresources for effective working. The surplus funds available with the company arecurrently invested in interest fetching loans/deposits. Company has a positive net worth.Company has meager liability which can easily be met out of the funds available with thecompany. Your directors are trying to tie up with strategic investor but have not met withsuccess so far and hence it is difficult to predict any time frame for such success.

5. APPLICABILITY OF CLAUSE 49 OF THE LISTING AGREEMENT :

SEBI vide its circular dated 15th September 2014 made the applicability of Clause 49of the Listing Agreement voluntary for the companies whose paid up capital is less thenRs. 10 crores and whose net worth is less then Rs. 25 crores. Accordingly the requirementof Management Discussion and Analysis Auditors' certificate on Corporate Governance andother matters are not mandatory for your company. Accordingly these documents whichhitherto were forming part of annual report are not attached to this report.

6. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business during the year under review.

7. MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

9. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

Your company has no subsidiaries and associate companies nor has the company enteredinto any joint venture.

10. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ETC.

Your company has no subsidiaries and associate companies nor has the company enteredinto any joint venture.

11. DEPOSITS

During the year your Company neither accepted any 'deposits' as defined in Companies(Acceptance of Deposit) Rules 2014 nor is there any balance in such account at thebeginning or at the end of the year.

Since there have been no deposits the question of there being any default in repaymentof deposits or interest thereon does not arise.

12. STATUTORY AUDITORS

M/s Kanu Doshi Associates Chartered Accountants auditors of the Company wereappointed as Statutory Auditors subject to ratification in each Annual General Meetingfor the period up to the conclusion of twenty seventh Annual General Meeting videordinary resolution passed at the Annual General Meeting dated 29th September 2014.

The Directors recommend ratification of the appointment.

13. AUDITORS' REPORT

Clarification on the auditor's observation is as under :

Annual accounts are prepared on Going Concern basis because the Company's net worth ispositive and that the company has investible surplus after fully meeting its liabilities.The values of assets and liabilities as stated in the Balance Sheet shall remain unchangedeven if the accounts are not prepared "on going concern" basis and consequentlyno adjustmets are required in the accounts.

14. COST AND SECRETARIAL AUDITORS :

Your company is not required to appoint cost auditors for conducting the audit of costrecords of the Company for the financial year under review.

M/s Pankaj & Associates Company Secretaries were appointed to conduct SecretarialAudit for the financial year under reveiw.

15. SECRETARIAL AUDITORS' REPORT :

The Secretarial Audit Report is attached as an Annexure herewith. Observations by theSecretarial auditors have been noted.

16. ISSUE OF SHARES :

Your Directors state that no disclosure or reporting is required in respect of issue ofshares with differential voting rights sweat equity or ESOS as there were no suchtransactions during the year under review.

17. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 is attached as an Annexureherewith.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

(A) Your company has termporarily suspended its business operations and therefore thereis nothing to report in these sections.

(B) Foreign exchange earnings and Outgo :

There is no foreign exchange inflow or outflow in the year under review.

19. DIRECTORS : CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152(6) of the Companies Act 2013 and Articles ofAssociation of Company Mr. H. J. Shah (DIN 01564722) Director and Chairman and Mr. R. M.Bhuta (DIN 00242031) Director retire by rotation and being eligible and not beingdisqualified under section 164 of the Companies Act 2013 offers themselves forreappointment.

Term of Mr. Chandan Parmar (DIN 00529613) as Managing Director and Chief ExecutiveOfficer expired on 11th July 2015. The Board reappointed him as MD & CEO for anotherperiod of five years. Your directors recommend his reappointment as Managing Director andChief Executive Officer on same terms and conditions for your consideration for anotherperiod of five years.

Shri Ajay Nagpal (DIN 00591193) Shri Ravindra Malgaonkar (DIN 03044273) and ShriShailesh Bendugade (DIN 03050032) Independent Directors have resigned with effect from24th July 2015. Your Directors put on records deep appreciation for the valuable guidanceprovided by these Directors.

Company has appointed Mrs. Lakshmi Nazareth as independent director to fill in thevacancy created by these resignations. As per Section 149(A) of the Companies Act 2013company is required to have 1/3rd of total directors as Independent Directors. Mrs.Lakshmi Nazareth and Mr. Mahesh Kurlawala are Independent Directors of your company. Thiscomplies with the statutory requirement.

As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years and shall not be liable to retire byrotation. Accordingly resolution proposing appointment of Mrs. Lakshmi Nazareth (DIN03413368) as Independent Director forms part of the Notice of the Annual General Meeting.Mr. Mahesh Kurlawala (DIN 03039899) continues as Independent Director.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed both underSub-Section (6) of Section 149 of the Companies Act 2013.

Company has appinted wef 24th July 2015 Ms. Sonali Borkar as Chief Financial Officer.

20. NUMBER OF MEETING OF THE BOARD OF DIRECTORS

During the year under review four Board meetings were held. These meeting were held on29/05/2014 14/08/2014 14/11/2014 and 13/02/2015.

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Your company has not granted any such loans or issued any guarantees or madeinvestments.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES :

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto are disclosed under"Notes to the Accounts."

23. MANAGERIAL REMUNERATION :

There are no employee of the Company drawing remuneration exceeding limits prescribedunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The Managing Director of the Company do not receive any remuneration orcommission from any of its subsidiaries.

24. RISK MANAGEMENT POLICY

Except for external general business risks related to government regulations marketconditions and credit risks your company is not exposed to any other risks Yourdirectors do not foresee any substantial risk in the external conditions which maythreaten the existence of the company.

25. DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act 2013.

26. COMMITTEES OF THE BOARD

Currently the Board has three committee; the Audit committee Nomination andRemuneration Committee and Stakeholders Relationship Committee.

Audit committee : The audit committee was reconstituted on 24/07/2015. The newcommittee comprises three Director namely Mr. Mahesh Kurlawala (DIN 03039899) Mrs.Lakshmi Nazareth (DIN 03413368) and Mr. C. M. Buch (DIN 00326637). All the recommendationmade by the audit committee were accepted by the Board.

Nomination and Remuneration Committee : The Nomination and Remuneration Committeecomprises two directors Mr. H. J. Shah (DIN 01564722) and Mr. R. M. Bhuta (DIN 00242031)

Stakeholders Relationship Committee : The Stakeholders Relationship Committee comprisestwo directors Mr. C. M. Buch (DIN 00326637) and Mr. R. M. Bhuta (DIN 00242031). TheCommittee reviews and ensures redressal of investors' grievances. The committee noted thatall the grievances of the investors have been resolved during the year.

27. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility not applicable to your company.

28. BOARD EVALUATION

Clause 49 of the listing agreement mandates that the board shall monitor and review theBoard evaluation framework. The Companies act 2013 states that a formal annual evaluationneeds to be made by the board of its performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof independent directors shall be done by the entire Board of Directors excluding thedirectors being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.

29. INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportable materialweakneses in the design or operation were observed.

30. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' state 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 such internal financial controls are adequate and are operating effectivelyand

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.

31. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued supportreceived from shareholders and other stakeholders banks and government departments.

For and on behalf of the Board of Directors
Place : Mumbai H. J. Shah
Date : 10-08-2015 Chairman

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2015

To

The Members

Datasoft Application Software (India) Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Datasoft Application Software(India) Limited. (herein after called the company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing my opinion thereon.

Based on our verification of the Datasoft Application Software (India) Limited's bookspapers minute books forms and returns filed and other records maintained by the Companyand also the information provided by the Company its officers agents and authorizedrepresentatives 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 March 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board - processes and compliance mechanism in place to the extent inthe manner and subject to the reporting made hereinafter :

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Datasoft Application Software (India) Limited ("theCompany") for the financial year ended on 31st March 2015 according to theprovisions of :

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) 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 (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

We have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with Bombay Stock Exchange (BSE Limited) and Ahmedabad StockExchange;

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 :

1. Section 149 (1) of the Companies Act 2013 requires appointment of Women Director onBoard. As on 31st March 2015 Women Director was not appointed by the Company but beforesigning the Report the same was compiled by the Company by appointing a Women Director onthe Board Meeting held on 24.07.2015.

2. Section 203 of the Companies Act 2013 requires Appointment of Key ManagerialPersonnel (KMP) by the Company. As on 31st March 2015 Company Secretary was not appointedby the Company and Chief Financial Officer was appointed on the Board Meeting held on24.07.2015.

3. The Form- MGT 14 for Adoption and Approval of Unaudited Financial Results for theQuarter Ended 30th June 2014 was filed after due date.

4. Clause 41 (III) and Clause 41 (VI) of the Listing Agreement require Company to giveadvertisement in Newspaper for intimation of Board Meeting in which the financial resultswill be considered and approved along with the Publication of financial results innewspapers which was not complied by the Company.

5. Rule 20 (3) (v) of Companies (Management and Administration) Rules 2014 was notcomplied by the Company which requires the Company to publish the Notice of E-voting in atleast one vernacular newspaper in the principal vernacular language of the district inwhich the registered office of the company is situated.

6. Rule 10 of Companies (Management and Administration) Rules 2014 was not complied bythe Company which requires every listed company to give advertisement for Closure ofregister of members in at least one vernacular newspaper in the principal vernacularlanguage of the district and having a wide circulation in the place where the registeredoffice of the company is situated and at least one in English language in an Englishnewspaper circulating in that district and having wide circulation in the place where theregistered office of the company is situated.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non - Executive Directors and Independent Directors. The changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act.

We also report that as regards the provisions of notices of board meeting sending ofagenda papers holding of board meetings as laid down in the Act are concerned they arenot strictly and properly followed by the company.

Majority decisions are carried through while the dissenting members' views are capturedand recorded as part of the minutes.

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 there were no major specific events/ actions having a major bearing on the company's affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc. referred to above.

Signature:
Name of the Company Secretary:
ACS No. : 3398
C. P. No. : 4098
Place : Mumbai
Date : 30/07/2015

This report is to be read with our letter of even date which is annexed as AnnexureI and forms an integral part of this report.

Annexure I (Integral part of Secretarial Audit Report)

To

The Members

Datasoft Application Software (India) Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainresponsible assurance about the correctness of the contents of secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we follow provide aresponsible basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.

4. Wherever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provision of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited toverification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability ofthe company nor the efficacy or effectiveness with which the management has conducted theaffairs of the company.

Signature:
Name of the Company Secretary:
ACS No. : 3398
C. P. No. : 4098
Place : Mumbai
Date : 30/07/2015

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