Palsoft Infosystems Limited
Your directors present the 23rd Annual Report together with the Audited statement ofAccounts of the Company for the year ended March 31 2016.
1. FINANCIAL HIGHLIGHTS
|Particulars ||For the year ended on 31st March 2016 ||For the year ended on 31st March 2015 |
|Net Sales including Excise Duty ||0.00 ||0.00 |
|Total income after Excise Duty ||0.00 ||0.00 |
|Total Expense other than Interest Depreciation & Tax ||70.46 ||36.31 |
|Profit for the year (Before Interest. Tax Depreciation ] [TPBIDT] ||(70.52] ||(36.79] |
|Financial Expenses ||0.04 ||0.16 |
|Cash Profit/[Loss] ||f66.ll] ||(36.75] |
|Depreciation ||0.06 ||0.18 |
|Net Profit/Loss before TAX and Extra Ordinary Items ||(66.11] ||(37.35] |
|Provisions for TAX ||0 ||0 |
|Extra Ordinary Gains/[Expenses] ||0 ||0 |
|Net Profit/[Loss] After Extra Ordinary Items ||(66.11] ||(37.35] |
2. STATE OF COMPANY'S AFFAIRS:
During the year under review your Company has created a provision of doubtful advancesamounting to Rs. 36.27 Lacs due to which it has reported annual loss of Rs. 66.11 Lacs inthe financial year 2015-16.
3. RECOMMENDATION OF DIVIDEND:
In the absence of any income and profits recorded your directors regret theirinability to recommend any dividend for the year on equity shares of the company.
4. DIRECTORS' AND KEY MANAGERIAL PERSONNEL:
During the year under review Mrs. Anubha Gupta (DIN: 02914072) was reappointedas whole-time Director by the Board of Directors in their meeting held on January 012016. According to the agreed terms of her appoinment inter alia as per the provisions ofthe Companies Act 2013 approved by the shareholders in the 22nd Annual General Meeting ofthe Company held on September 30 2015.
Further Miss Shilpa Agarwal was a p p o i n te d a s the C o m p a ny Secretary/KeyManagerial Personnel of the Company by the Board of Directors w.e.f April 26 2015.Further on some personal grounds she placed her resignation on May 25 2016 which wasaccepted by the Board in its meeting held on June 30 2016.
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 Section149(6) of the Companies Act 2013read 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 2016 and of the profit/loss of the 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 Auditors -
M/s Kalani & Co Chartered Accountants (Firm Registration No. 000722C) wereappointed as the Statutory Auditor of the Company for the consecutive term of three (3)years viz. from the conclusion of 21st Annual General Meeting of the Company till theconclusion of 24th Annual General Meeting of the Company subject to ratification by themembers of the Company at every Annual General meeting of the Company. Due to theirpreoccupations they expressed their unwillingness to be reappointed as Statutory Auditorsfrom the conclusion of 23rd Annual General Meeting and have tendered their resignation.
The Board of directors have approved the appointment of M/s H.S. Darda & Co.Chartered Accountants (Firm Registration No. 000889C) to be appointed as statutoryauditors for the period of 5 years from the conclusion of 23rd Annual General Meeting tillthe conclusion of 28th Annual General Meeting.
The Audit Report is forming part of the Annual Report and is selfexplanatory andthus required no further explanation.
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 in its meeting held on August 26 2015 for theFinancial Year 2015-16. The Secretarial Audit Report is annexed in [Annexure-2]forming part of the Board Report.
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 ] formingpart of the Board Report.
10. BOARD AND COMMITTEE:
The Board of Directors met Six (6) times during the Financial Year 2015-16 the detailsof which is annexed in [Annexure-4 ] forming part of the Board Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.
The Board of Directors have delegated their powers in compliance with the provisions ofCompanies Act 2013 and SEBI (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 [Annexure4] thatforms part of this
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 Transactions to ensure that the same are in line with the provisions of Law andPolicy. 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 read with Regulation 23of the SEBI (Listing O b li gatio ns a nd D is clo su re Requirements) Regulations 2015the policy to deal with Related Party Transactions was formulated which is also availableon Company's website at www.palsoft.in.
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 formspart of this Board Report.
16. ANNUAL EVALUATION OF THE BOARDS 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 thisBoard Report.
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 135 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 internal audit programme andperiodic review by Management and 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 JOINT 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'S REMUNERATION:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in [Annexure- 5] thatforms part of this Board Report.
Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. As per the provisions ofSection 136 of the Act the Report and Accounts are being sent to the shareholders of theCompany 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 2016.
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 2016 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 formspart of this Board Report.
28. DICLOSURES 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) REGULATIONS2015:
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 2015-16 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 lists of annexures forming part of the Board Report are 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) ||Annexure-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 |
|DATE: 31st August 2016 ||Sd/- ||Sd/- |
|PLACE: JAIPUR ||(ANUBHA GUPTA) ||(NAVEEN GUPTA) |
| ||WHOLE-TIME DIRECTOR ||DIRECTOR |
| ||DIN:02914072 ||DIN:01335569 |