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Datasoft Applications Software (India) Ltd.

BSE: 526443 Sector: IT
NSE: N.A. ISIN Code: INE072B01019
BSE 14:15 | 18 Jan 0.51 0.02






NSE 05:30 | 01 Jan Stock Is Not Traded.
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Buy Price 0.51
Buy Qty 4989.00
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OPEN 0.47
CLOSE 0.49
52-Week high 1.18
52-Week low 0.47
Mkt Cap.(Rs cr) 0
Buy Price 0.51
Buy Qty 4989.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report


The Members


Your Directors have pleasure in presenting their Twenty Fourth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.

1) Performance Highlights (Standalone)

(Rs. In Lakhs)

2015-16 2014-15
Sales and Other Income 14.64 7.65
Profit/(Loss) before Tax 7.14 3.56
Less: Taxes
Current Tax - -
Deferred Tax - -
Profit/(Loss) for the Year 7.14 3.56
Add Balance in Profit & Loss Account (556.56) (560.12)
SUB TOTAL (549.42) (556.56)
Less: Appropriations
Transfer to Reserve (specify) - -
Dividend - -
Dividend Tax - -
CLOSING BALANCE (549.42) (556.56)

2) Dividend

Due to accumulated losses Directors regret not to recommend any dividend for the year.

3) Reserves

Your directors do not propose to transfer surplus in profit and loss account for theyear to any reserves.

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 15(2) of SEBI (Listing Agreement and DisclosureRequirements) Regulations 2015

Clause 15(2) of SEBI (Listing Agreement and Disclosure Requirements) Regulations2015 made provisions regarding composition of Board of Directors Audit and otherCommittees of directors Obligations of independent directors and senior management andcorporate governance norms voluntary for the companies whose paid up capital is less thanRs 10 crores and whose net worth is less then Rs 25 crores. Accordingly the requirementsof Management Discussion and Analysis Auditors’ certificate on Corporate Governanceand other matters are not mandatory for your company.

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 ofthe company occurred between the end of the financial year of the company to which thefinancial statements 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’asdefinedinCompanies (Acceptance of

Deposit) Rules 2014 nor is there any balance in such account at the beginning or atthe end of the year. Since there have been no deposits the question of there being anydefault in repayment of 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 Meeting for the period up tothe conclusion of twenty seventh Annual General Meeting vide ordinary resolution passedat the Annual General Meeting dated 29th September 2014.

The Directors recommend ratification of the appointment.

13) Auditors’ Report

The Auditors’ Report does not contain any qualification reservation oradverse remark.

14) Cost and Secretarial Auditors:

Your company is not required to appoint cost auditors for conducting the audit ofcost records 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 review.

15) Secretarial Auditors’ Report:

The Secretarial Audit Report is attached as an Annexure herewith. Observations bythe Secretarial auditors have been noted and corrective actions are under process.

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 Annexure herewith.

18) Conservation of energy technology absorption and foreign exchange earnings andoutgo

(A) Your company has temporarily 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 .

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.C. M.Buch (DIN 00326637) Director and Mr. R.M.Bhuta ( DIN00242031) Director retire by rotation and being eligible and not being disqualified undersection 164 of the Companies Act 2013 offers themselves for reappointment.

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 Mrs. Lakshmi Nazareth (DIN 03413368 ) and Mr. Mahesh Kurlawala (DIN03039899) continue as Independent Director.

20) Number of meetings of the Board of Directors

During the year under review five Board meetings were held. These meetings wereheld on 29/05/2015 24/07/2015 10/08/2015 07/11/2015 and 27/01/2016.

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 arrangements 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 employees 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 does not receive any remuneration or commissionfrom 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 Act2013 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 committees: the Audit committee Nomination andRemuneration Committee and Stakeholders Relationship Committee.

Audit committee: This committee comprises three Directors namely Independent DirectorMr. Mahesh

Kurlawala (DIN 03039899) Independent Director Mrs. Lakshmi Nazareth (DIN 03413368) andMr. C.M.Buch (DIN 00326637). All the recommendations made by the audit committee wereaccepted by the Board.

Nomination and Remuneration Committee: The Nomination and Remuneration Committeecomprises three directors Mr. R.M.Bhuta (DIN 00242031) Mr. Mahesh Kurlawala( DIN03039899) and Mrs.Lakshmi Nazareth (DIN 03413368).

Stakeholders Relationship Committee: The Stakeholders Relationship Committee comprisestwo directors Mr.C.M.Buch (DIN 00326637 ) and Mr. R.M.Bhuta (DIN 00242031). The committeereviews and ensures redressal of investors’ grievances. The committee noted that allthe 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 materialweaknesses in the design or operation were observed.

30) Directors’ Responsibility Statement

The Directors’ state that -a) in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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 sufficientcare 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 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 effectively;

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) Acknowledgements

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:17/08/2016 Chairman

Form No. MR-3



[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

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/statutorycompliances and expressing my opinion thereon.

Based on our verification of the Datasoft Application Software (India) Limited’sbooks papers minute books forms and returns filed and other records maintained by theCompany and also the information provided by the Company its officers agents andauthorized representatives during the conduct of secretarial audit We hereby report thatin our opinion the company has during the audit period covering the financial year endedon 31st March 2016 complied with the statutory provisions listed hereunder andalso that the Company has proper Board-processes and compliance mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filedand otherrecords maintained by Datasoft Application Software (India) Limited ("theCompany") for the financial year ended on 31st March 2016 according tothe provisions of:

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

2) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

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

4) Foreign Exchange Management Act1999 and the rule and regulations made thereunder tothe extent of Foreign Direct Investment Overeseas Direct Investment and ExternalCommercial Borrowings; (No instances for compliance requirements during the year);

5) 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;

d) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements)

Regulations 2009. (No instances for compliance requirements during the year);

e) The Securities and Exchange Board of India (Share BasedEmployeeBenefits)Regulations 2014 (No instances for compliance requirements duringthe year);

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (No instances for compliance requirements during the year);

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (No instances for compliance requirements during the year);

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (No instances for compliance requirements during the year); and

We have also examined compliance with the applicable clauses:

1. Listing Agreements entered into by the Company with Bombay Stock Exchange (BSELimited); ( upto November-2015)

2. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (with effect from 1st December 2015);

3. The Secretarial Standards issued by The Institute of Company Secretaries of India(SS-1 & SS-2).

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines clauses Standards etc. mentioned above subject to thefollowing observations:

1. Section 203 of the Companies Act 2013 requires Appointment of Key ManagerialPersonnel (KMP) by the Company. As on 31st March 2016 Company Secretary wasnot appointed by the Company and company has appointed CFO but failed to file form MR-1with MCA (appointment of CFO on 24/07/2015).

2. Rule 10 and 20 (3) (v) of Companies (Management and Administration) Rules 2014 wasnot complied by the Company which requires the Company to give advertisement for Closureof register of members and to publish the Notice of E-voting respectively in at least onevernacular newspaper in the principal vernacular language of the district and having awide circulation in the place where the registered office of the company is situated andat least one in English language in an English newspaper circulating in that district andhaving wide circulation in the place where the registered office of the company issituated.

3. Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 requires the Company to give advertisement in Newspaper for intimation of BoardMeeting in whichthefinancialresults will be considered and approved along with thePublication of financial results in newspapers which was not complied by the Company.

4. As per Section 177 of Companies Act 2013 the Company has not established vigilmechanism/ Whistle blower policy.

5. As per section 178 of Companies Act 2013 the composition of Nomination &Remuneration committee and Stakeholders relationship committee is not properlyconstituted.

We have relied on the representation made by the Company and its Officers for thesystem and mechanism framed by the Company for compliances under other Acts Laws andRegulations applicable to the Company as listed in Annexure II.

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 in thecomposition of the Board of Directors that took place during the period under review werecarried 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 arecaptured and 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.

Name of the Company Secretary:
Place : Mumbai ACS No:- 3398
Date : 17.08.2016 C.P.No.:- 4098

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)

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

4. 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

5. 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.

Name of the Company Secretary:
Place : Mumbai ACS No:- 3398
Date : 17.08.2016 C.P.No.:- 4098


Other laws applicable specifically to the Company

a) Information Technology Act 2000

b) The Special Economic Zone Act 2005

c) Policy relating to Software Technology Parks of India and its regulations

d) The Export and Import Policy of India

e) The Indian Copyright Act 1957

f) The Patents Act 1970

g) The Trade Marks Act 1999

Other General Laws Applicable:

1) Employees’ Provident Fund and Miscellaneous Provisions Act1952

2) Professional Tax Act 1975 and Rules

3) Payment of Gratuity Act 1972

4) Shop and Establishment Act 1948

5) Income Tax Act 1961

6) Finance Act 1994