Palsoft Infosystems Limited
Your directors present the 24th Annual Report together with the Audited statement ofAccounts of the Company for the year ended March 312017.
1. FINANCIAL HIGHLIGHTS:
| || ||(Rs. In Lakhs) |
|Particulars ||For the year ended on 31st March 2017 ||For the year ended on 31st March 2016 |
|Net Sales including Excise Duty ||0.00 ||0.00 |
|Total income after Excise Duty ||39.50 ||4.45 |
|Total Expense other than Interest Depreciation & Tax ||33.47 ||70.46 |
|Profit for the year (Before Interest. Tax Depreciation ) [PBIDT] ||6.03 ||(66.01) |
|Financial Expenses ||0.06 ||0.04 |
|Cash Profit/(Loss) ||5.97 ||(66.05) |
|Depreciation ||0.03 ||0.06 |
|Net Profit/Loss before TAX and Extra Ordinary Items ||5.94 ||(66.11) |
|Provisions for TAX ||0 ||0 |
|Extra Ordinary Gains/(Expenses) ||0 ||0 |
|Net Profit/(Loss) After Extra Ordinary Items ||5.94 ||(66.11) |
2. STATE OF COMPANY'S AFFAIRS:
During the year under review your Company has not carried any business activitiesduring the financial year 2016-2017. However the Company has recovered an amount of Rs.39.50 Lakhs during the year under review for which the Company had made provision for badand doubtful debts in the earlieryears.
(3) The Board of directors are exploring the possibilities to restart the businessoperations of the Company by ventu.ring into the manufacturing sector.
3. RECOMMENDATION OF DIVIDEND:
In the absence of sufficient profits your directors regret their inability torecommend any dividend for the year on equity shares of the company.
4. DIRECTORS' AND KEY MANAGERIAL PERSONNEL:
There was no change in composition of Board of Directors during the year under review.During the year Ms. Shiipa Agarwal was resigned from the office of Company Secretary ofthe Company w.e.f 30.06.2016 on account of her personal reasons. The board appreciated andtaken on records her significant contribution to the Company during her term of CompanySecretary.
Ms. Poonam Jangid an Associate member of the Institute of Company Secretaries ofIndia was appointed as Company Secretary with effect from February 1 2017 and wasdesignated as Key Managerial Personnel of the Company in terms of Section 203 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of theManagerial Personnel) Rules 2014 at the meeting of Board of Directors held on Februaiy11 2017.
5. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
In line with the provision of Section 149 (7) of the Companies Act 2013 the Board hasreceived the declarations from the Independent Directors of the Company that they meetsthe criteria of Independence as prescribed under Section 149 (b) of the Companies Act.2013 read with the Rules made thereunder.
6. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (C) of the Companies Act 2013 the Directors confirm that;
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures;
ii. the Directors have 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 ended onMarch 31 2017 and of the profit/lossofthe company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the annual accounts on a going concern basis.
v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively
vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT-.
A detailed Report on Management Discussion and Analysis is annexed in [Annexure- 1]that forms part of this Board Report.
8. AUDITORS AND THEIR QUALIFICATION:
i. Statutory Au ditors -
During the year under review M/s Kalani & Co. Chartered Accountants had expressedtheir inability to be re-appointed as Statutory Auditors from the conclusion of 23rdAnnual General Meeting due to their pre-occupation.
The Board has therefore recommended to the members of the Company M/s H.S. Darda& Co. Chartered Accountants to be appointed as statutory auditors from the conclusionof 23rd Annual General Meeting until the conclusion of 28th AnnualGeneral Meeting subject to ratification at every Annual General Meeting. The members haveappointed M/s H.S Darda & Co. Chartered Accountants Jaipur (Firm Registration No.000889C] as Statutory Auditors of the Company at the 23rd Annual GeneralMeeting to hold office for a term of (5) five years from the conclusion of 23rdAnnual General Meeting till the conclusion of 28th Annual General Meeting ofthe Company (subject to ratification by shareholders at every Annual General Meeting).
M/s H.S Darda have submitted a certificate confirming that their appointment ifratified will be in accordance with Section 139 read with Section 141 of the Act.
Members are requested to ratify the appointment of M/s H.S Darda & Co CharteredAccountants from the conclusion of 24th Annual General Meeting until theconclusion of 25th Annual General Meeting and to authorize the Board ofDirectors to fix their remuneration. M/s H.S Darda have submitted a certificateconfirming that their appointment if ratified will be in accordance with Section 139read with Section 141 of the Act.
ii. Secretarial Auditor -
In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhas appointed M/s JPS & Associates Company Secretaries (C.P.No.13099) as theSecretarial Auditor of the Company to undertake the Secretarial Audit of the Company forthe financial year 2016-17. The Secretarial Audit Report was submitted by the SecretarialAuditors and the same is annexed in [Annexure-2] forming part of the Board Report.
iii. Internal Auditor -
In terms of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 the Board of Directors has appointed M/s P.Dangayach &Associates Chartered Accountants as internal auditors of the company for the period ofone year. He had submitted his report to the board of directors of the Company.
iv. Cost Auditor -
The provision of Cost audit is not applicable to the Company as there is no businessactivity carried out by the Company during the year under review.
9. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 as perprovisions of Section 92 (3) Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 is annexed in [Annexure-3] forming part of theBoard Report.
10. BOARD AND COMMITTEE:
The Board of Directors met Six (6) times during the Financial Year 2016-17 the detailsof which is annexed in [Anrtexure-4 ] forming part of the Board Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013
The Board of Directors have delegated their powers in compliance with the provisions ofCompanies Act 2013 and SEB1 (Listing Obligations and Disclosure Requirements)Regulations 2015 to following committees of the Board.
i. Audit Committee
ii. Nomination & Remuneration Committee.
iii. Stakeholders' Relationship Committee.
iv. Share Transfer Committee.
The details of the abovementioned committees are annexed in [Annexure-4] that formspart of this Board Report.
11. RESERVES & SURPLUS:
In view of losses there is no requirement to transfer any surplus to General ReserveAccount.
12. LOAN GUARANTEE OR INVESTMENT:
The particulars of Loans Guarantees or investment made under the provision of Section186 of the Companies Act 2013 are given in the Financial Statements that forms part ofthis Annual Report.
13. RELATED PARTY TRANSACTIONS;
The Audit Committee reviews the policy from time to time and also reviews all theRelated Party Transactions to ensure that the same are in line with the provisions of Lawand Policy. The Committee approves the Related Party Transactions and wherever it is notpossible to estimate the value approves limit for financial year based on bestestimates. All Related Party Transactions are reviewed by an independent accounting firmto establish compliance with law and limits approved. None of the transactions approved inthe financial year breached Arm's length and ordinary course criteria and those are withinmateriality threshold.
All the Related Party Transactions entered during the year were in ordinary course ofthe Business and done on Arm's Length basis. No Material Related Party Transactions wereentered during the year by your Company. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable. In conformity with the requirements of the Companies Act 2013 readwith Regulation 23 of the SEB1 (Listing Obligations and Disclosure Requirements)Regulations 2015 the policy to deal with Related Party Transactions was formulated whichis also available on Company's website at www.palsoft.info.
14. FRAUDS REPORTED BY AUDITORS;
No frauds are reported by Auditors which falls under the purview of sub section (12) ofSection 143 other than those which are reported to Central Government during the yearunder review.
15. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION:
In terms of sub section (3) of Section 178 of the Companies Act 2013 read withRegulation 19 of the Stock Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the policy pertaining to Director's Appointment andRemuneration is enumerated by the Company is annexed in [Annexure-4] that forms part ofthis Board Report.
16. ANNUAL EVALUATION OF THE BOARD'S PERFORMANCE:
In terms of clause (p) of sub section (3) of Section 134 of the Companies Act 2013 andas per the policy framed and approved by the Board of Directors of the Company in linewith the terms of Regulation 19 of the Stock Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the annual evaluation of the IndependentDirector's Board of Director's is annexed in [Annexure- 4] that forms part of this BoardReport.
17. CORPORATE SOCIAL RESPONSIBILITY:
In terms of clause (o) of sub section (3) of Section 134 of the Companies Act 2013every Company is required to detail the expenditure made as Corporate SocialResponsibility of the Company is required to be furnished but as per Section 13 5 of theCompanies Act 2013 the provisions mentioned thereto doesn't apply on the Company.
18. CHANGE IN THE NATURE OF BUSINESS:
The Company is engaged in providing engineering and designing services along with thesoftware development consultancy services. Further there was no change in the nature ofbusiness during the year.
19. BUSINESS RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The main identified risks at the Company are commercial risks legal & regulatoryrisk. Your company has established a comprehensive risk management policy to ensure thatrisk to the Company's continued existence as a going concern and to its development areidentified and addressed on timely basis. Risk management strategy as approved by theboard of directors is implemented by the company management.
Your Company maintains an adequate and effective Internal Control System commensuratewith its size and complexity. Internal control systems provide among other things areasonable assurance that transactions are executed with Management authorisation and thatthey are recorded in all material respects to permit preparation of financial statementsin conformity with established accounting principles and that the assets of your Companyare adequately safe-guarded against significant misuse or loss. An independent InternalAudit function is an important element of your Company's internal control system. Theinternal control system is supplemented through an extensive interna) audit programme andperiodic review by Management an d Audit Committee.
The Company has in place adequate Internal Financial Controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
20. MATERIAL CHANGES AND COMMITMENT AFFECTING COMPANY'S BUSINESS:
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.
21. COMPANIES CEASED TO BE ITS SUBSIDIARIES IOINT VENTURES AND ASSOCIATE:
During the year under review your Company doesn't have any Subsidiaries JointVentures and Associates.
22. SIGNIFICANT OR MATERIAL OREDRS PASSED BY REGULATORS. COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S FUTURE OPERATIONS:
There is no significant or material order passed during the year by any regulatorscourts or tribunals impacting the going concern status of the Company or its futureoperations.
23. SEXUAL HARRASMENT:
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013
24. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'SREMUNERATION:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1J Companies (Appointment andRemuneration of Managerial Personnel) Rules 2 014 are given in [Annexure- 5] that formspart of this Details of employee remuneration as required under provisions of Section 197of the Companies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report. As per theprovisions of Section 136 of the Act the Report and Accounts are being sent to theshareholders of the Company and others entitled thereto.
Your Company has not accepted any fixed deposits under Chapter V of Companies Act2013 during this financial year and as such no amount on account of principal orinterest on deposits from public was outstanding as on 31st March 2017.
26. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under Section 134(3) (m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 for the financial year ended 31st March 2017 in relationto the Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo there was no business operations and manufacturing activities and thus the expensesrelated to conservation of energy technology absorption ad foreign earnings an outgo arenil.
27. VIGIL MECHANISM:
The Company has whistle blower policy. All employees of the Company have access to theChairman of the Audit Committee in case they want to report any concern. The Policy onVigil Mechanism and Whistle Blower Policy is annexed in [Annexure-4] that forms part ofthis Board Report.
28. DISCLOSURES PURSUANT TO SCHEDULE V OF THE STOCK EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:
The disclosures applicable to the Company and specified under Schedule V of StockExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 are annexed in the Board Report at appropriate places.
29. GENERAL DISCLOSURES PRESCRIBED UNDER THE COMPANIES ACT. 2013:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend voting or otherwise.
2. Issue of Shares (including Sweat Equity Shares) to employees of the Company underany scheme. The Company has not resorted to any Buy Back of its shares during the yearunder review.
3. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
30. GENERAL DISCLOSURES PRESCRIBED UNDER SECURITIES EXCHANGE BOARD OF INDIA/ LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015;
1. Affirmation of Compliance with the Code of Conduct of Board of Directors and SeniorManagement
In accordance with Listing Regulations executed with the BSE Limited I Anubha Guptain my capacity as the Whole-time Director of the Company hereby confirm that all membersof the Board of Directors and Senior Management Personnel of the Company have affirmedtheir compliance for the financial year 2016-17 with the Company's Code of Conduct.
2. Demat Suspense Account/ Unclaimed Suspense Account:
There is no requirement of opening a Demat Suspense Account/ Unclaimed SuspenseAccount; hence the Company hasn't opened any such account with any of the depositories.
The list of Annexure forming pari of the Board Report is as follows:
|Name of the Annexure ||Annexed |
|Management Discussion and. Analysis Report ||Annexure-1 |
|Secretarial Auditor Report ||Annexure-2 |
|Extract of Annual Return (MGT-9) ||A.nnexure-3 |
|Composition of Board and Committee & Other disclosures of Companies Act 2013 ||Annexure-4 |
|Ratio of the remuneration of each director to the median employee's remuneration ||Annexure-5 |
We thank our investors and bankers for their continued support during the year. Weplace on record our appreciation of the contribution made by our employees. The Directorsthank to various statutory and administrative agencies and look forward to their continuedsupport in the future.
| || ||BY ORDER OF THE BOARD |
| ||Sd/- ||Sd/- |
|DATE : SEPTEMBER 01 2017 ||(ANUBHA GUPTA) ||(NAVEEN GUPTA) |
|PLACE: JAIPUR ||WHOLE-TIME DIRECTOR ||DIRECTOR |
| ||DIN:02914072 ||DIN:01335569 |