You are here » Home » Companies » Company Overview » Asya Infosoft Ltd

Asya Infosoft Ltd.

BSE: 511144 Sector: Others
NSE: N.A. ISIN Code: INE520G01016
BSE 00:00 | 01 Dec 4.04 -0.08
(-1.94%)
OPEN

4.12

HIGH

4.31

LOW

4.01

NSE 05:30 | 01 Jan Asya Infosoft Ltd
OPEN 4.12
PREVIOUS CLOSE 4.12
VOLUME 1350
52-Week high 9.20
52-Week low 4.01
P/E
Mkt Cap.(Rs cr) 5
Buy Price 3.92
Buy Qty 100.00
Sell Price 4.31
Sell Qty 100.00
OPEN 4.12
CLOSE 4.12
VOLUME 1350
52-Week high 9.20
52-Week low 4.01
P/E
Mkt Cap.(Rs cr) 5
Buy Price 3.92
Buy Qty 100.00
Sell Price 4.31
Sell Qty 100.00

Asya Infosoft Ltd. (ASYAINFOSOFT) - Director Report

Company director report

To

The Members of Asya Infosoft Limited

Your Directors are pleased to present the 34th Board Report of yourCompany along with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the Financial year ended 31st March2019.

You being our valued partners in the Company we wish to share our vision of growthwith you and our guiding principles which are a blend of optimism that will be a guidingforce of all our future endeavors.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Income from operations
(a) Net sales/Income from operations 1382.34 919.56 3966.41 3488.09
(b) Other income 63.78 53.42 179.18 129.19
(1)Total Income from 1446.12 972.98 4145.59 3617.28
operations
Expenses
(a) Cost of materials consumed 0 0 0 0
(b) Purchases of stock-in-trade 1363.27 909.90 1926.52 1550.13
(c) Changes in inventories of finished goods work-in- progress and stock-in-trade -35.56 -26.49 (203.16) -318.04
(d) Employee benefits expense 13.72 15.01 112.50 153.21
(e) Data entry job charge expenses 0 0 0 0
(f)Donation Expense 0 0 0 0
(g) Depreciation and amortisation expense 1.34 4.28 54.96 54.13
(h)Finance Cost 48.00 29.39 103.14 79.56
(i) Other expenses 16.94 22.51 1979.74 1939.99
(2)Total expenses 1407.71 954.60 3973.71 3458.98
(3) Profit/(Loss) from ordinary activities before exceptional/extraordinary items (1-2) 38.41 18.39 171.88 158.30
(4)Exceptional Items 0 0 0 0
(5)Profit/(Loss) from ordinary activities before tax (3+4) 38.41 18.39 171.88 158.30
(6)Tax Expense 7.510 4.16 21.50 36.59
(7)Net Profit/(Loss) from ordinary activities after tax (5- 6) 30.90 14.22 150.37 121.70
(8)Extraordinary items 0 0 0 0
(9)Net Profit/(Loss) for the period(7+8) 30.90 14.22 150.37 121.70
(10)Share of profit/(loss) of associates 0 0 0 0
(11)Minority Interest 0 0 46.51 46.77
(12) Pre acquisition profit 0 0 0 0
(13)Net Profit/(Loss) after taxes minority interest and share of profit/(loss) of associates 30.90 14.22 103.86 74.93
Paid up equity share capital @ Rs. 10/- each 1205.73 1205.73 1205.73 1205.73
Face value of the share shall be indicated 10 10 10 10
Reserve excluding Revaluation Reserve as per Balance Sheet of previous accounting year 1295.27 1264.72 1292.58 1296.85
Earnings per share (before extraordinary items)(of Rs. 10/- each) (not annualized):
(a) Basic 0.26 0.12 1.25 1.01
(b) Diluted 0.26 0.12 1.25 1.01
Earnings per share (after extraordinary items)(of Rs. 10/- each) (not annualized):
(a) Basic 0.26 0.12 1.25 1.01
(b) Diluted 0.26 0.12 1.25 1.01

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Our strategic objective is to build a sustainable organization that remains relevant tothe agenda of our clients while creating growth opportunities for our employees andgenerating profitable returns for our investors.

Our clients and prospective clients are faced with transformative businessopportunities due to advances in software and computing technology.

This organizations dealing with the challenge of having to reinvent their coreofferings processes and systems rapidly and position themselves as ‘digitallyenabled'. The journey to the digital future requires not just an understanding of newtechnologies and new ways of working but a deep appreciation of existing technologylandscapes business processes and practices.

Our strategy is to be a navigator for our clients as they ideate plan and executetheir journey to a digital future to help them ‘navigate your next'.

We have embraced a four-pronged strategy to strengthen our relevance to clients anddrive accelerated value creation towards implementing the strategy.

3. 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.

4. DIVIDEND

In order to conserve the resources of the Company the Board of directors has notrecommended any dividend for current year.

5. 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.

6. AMOUNTS TRANSFERRED TO RESERVES

During the period under review the Company has not transferred any amount to reserves.

7. CHANGES IN SHARE CAPITAL IF ANY

There is no change effected in the share capital during the year.

8. INFORMATION ABOUT SUBSIDIARY COMPANY

The Company has one subsidiary viz. Ideal Systems. Ltd (ISL) which is engaged into thesame line of business activities as on March 31 2019. There are no associate companies orjoint venture companies within the meaning of Section 2(6) of the Act. There has been nomaterial change in the nature of the business of the subsidiaries.

The salient features of Ideal Systems Ltd. in Form AOC-1 in Annexure-A isattached along with Financial statements as required under section 129 (3) of theCompanies Act 2013.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiary are available on the website of theCompany.

The Company has formulated a policy for determining ‘material' subsidiariespursuant to the provisions of the SEBI (Listing Obligations & Discloser Requirements)Regulations 2015. The said policy is available at the Company website at the link http://www.sayait.com/Investors/Policies/policyfor determining material subsidairy.pdf

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time a statement showing the names andother particulars of the employees is furnished as per Annexure-B.

11. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis forms part of this Annual Report & is annexedherewith in Annexure-C to the Board's Report.

12. 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

13. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL i. Composition of Board;

Name of Directors

Attendance Particulars

Designat ion Category No. of Board Meeting held Board Meeting Last AGM
Mr. Ketan Shah Chairman & Managing CEO/M D 7 7 Yes
Director
Mrs. Hemal K Shah Director NED 7 7 No
Mr. Nixon C Patel* Director ED 7 0 No
Mr. Safal Patel* Director ID 7 6 No
Mr. Dhaval Patel Director ID 7 6 Yes
Mr. Jorubha Gohel* Director ID 7 6 No
Mr. Ravi Mali ** Director ID 0 0 No

* They had resigned after the year end Mr. Safal Patel (DIN: 08107710) on 06.04.2019Mr. Jorubha K Gohel (DIN: 08085004) on 30.05.2019 Mr. Nixon Patel (DIN:01717281) on 06.04.2019

** Mr. Ravi Mali (DIN:- 08414334) as the Additional Independent Director is appointedas on Board Meeting held on 06.04.2019

ii. DIRECTOR APPOINTMENT/CESSATION:

Mr. Safal Patel (DIN: 08107710) has resigned from post of Independent Director witheffect from 06.04.2019.

Mr. Jorubha K Gohel (DIN: 08085004) has resigned from post of Independent Director witheffect from 30.05.2019 .

Mr. Nixon Patel (DIN: 01717281) has resigned from the post of Executive Director witheffect from 06.04.2019.

Mr. Ravi Mali (DIN:- 08414334) as the Additional Independent Director is appointed ason Board Meeting held on 06.04.2019 and his regularization as the Independent Directorsof the Company for a period of five years upto 31.03.2024 which is subject to theapproval of shareholders at the Annual General Meeting. The Board places on record theirappreciation of their immense contribution during their association with the company. i.ii.iii. RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and pursuant to theprovisions of Section 152 of the Companies Act 2013 Mrs. Hemal K Shah ( DIN:- 08031163)would retire by rotation at the ensuing AGM and being eligible offers herself for thereappointment.

iv . KEY MANAGERIAL PERSONNEL

Manoj Ayadi has resigned during the year with effect from 08.08.2018 Board places onrecord on 14.08.2018 and approved the same and give appreciation of his immensecontribution during their association with the company.

Arushi Lakhotia is appointed as Company Secretary & Compliance Officer of theCompany with effect from 14.01.2019. She is a member of ICSI. She has tender herResignation on 15/07/2019 Board places on record its appreciation of her immensecontribution during their association with the company

v. NUMBER OF BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies financial matters and other businesses.

During the year under review the Board duly met Seven (7) times on11.04.201830.05.201814.08.201814.11.201819.01.201914.02.201929.03.2019 in respect ofsaid meetings proper notices were given and proceedings were properly recorded and signedin the Minute Book maintained for the purpose.

vi. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.

vii. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE

MEETING

All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and in the opinion of the Board the Independent directors meet the saidcriteria.

During the year under review the Independent Directors duly met pursuant to theprovisions as specified in Schedule IV of the Companies Act 2013 and the quorum waspresent throughout the meeting.

The Independent Directors met on 14th November 2018 to discuss the performanceevaluation of the Board Committees Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non-independent Director sand Board as whole. The performance of the Chairman taking into account the views ofexecutive Directors and non-executive Directors and assessed the quality quantity andtimeline of flow of information between company management and Board.

14. AUDITORS AND REPORT THEREON

M/s. Shah & Khakhi Associates Chartered Accountant(Firm Registration No.0126506W) has tendered their resignation due to the likely change in partners ofexisting firm of them as the Statutory Auditor of the Company from the financial year 20182019 and the same has been approved by the board of Director in their meeting held on31.08.2019. Hence in order to fill up the casual vacancy the Company the boardrecommends to appointed M/s Sparks and Co (New Auditor) (FRN: 101458W)subject to the approval of the members as the Statutory Auditors of the Company pursuantto Section 139 of the Companies Act2013. The Company has received letter from them to theeffect that their appointment if made would be within the limits prescribed underSection 141 of the Companies Act2013 and that they are not disqualified from appointment.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

15. SECRETARIAL AUDIT REPORT

As per the provisions of Section 204 read with Section 134(3) of the Companies Act2013 our Company needs to obtain Secretarial Audit Report from Practicing CompanySecretary and therefore M/s. Brajesh Gupta and Associates Practicing Company

Secretary had been appointed to issue Secretarial Audit Report for the period ended on31st March 2019.

Secretarial Audit Report issued by M/s. Brajesh Gupta and Associates PracticingCompany Secretary in Form MR-3 attached and marked as Annexure "D" forthe period under review forms part of this report. The said report does not contains anyobservation or qualification.

16. 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 attached as Annexure- E and also uploaded on website can be accessed at the weblink as Under:- http://www.sayait.com/Page%20Content/frmInvestorDetails.aspx?Id=AR

17. SECRETERIAL STANDARDS

The Directors states that applicable Secretarial Standards i.e SS-1 & SS-2 hasbeen duly followed by the company.

18. MEETINGS OF THE BOARD

The Board during the financial year 2018-19 met 7 times. Further all therecommendations made by the Audit Committee during the year were accepted by the Board.The details of the constitution and Meetings of the Board held during the year areprovided in the Annexure-F-Corporate Governance Report which forms part ofthis Annual Report.

19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby disclose the composition of the Audit Committee and other relevant matters asunder:

Sr. No. Name of the Member Designation Category Number of meeting held Number of meeting attended
1. Mr. Dhaval Patel Chairman Independent Director 5 5
2. Mr. Safal* Patel Member Independent Director 5 5
3. Mr. Jorubha Gohel** Member Independent Director 5 5
4. Mr. Ravi Mali# Member Independent Director - -
5. Mr. Ketan Shah## Member Executive Director - -

* He has resign from the Post of Independent Director with effect from 06.04.2019 ** Hehas resign from the Post of Independent Director with effect from 30.05.2019 # with effectfrom 06.04.2019 he is appointed as member of committee ## with effect from 30.05.2019 heis appointed as member of committee

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31st March 2019 the Audit Committee metFive times on 11-04-2018 30-05-2018 14-08-2018 14-11-2018 14-02-2019.

20. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

As on the date of this report the Committee comprises of the following members:

Sr. Name of the No. Member Designation Category Number of meeting held Number of meeting attended
1. Mr. Dhaval Patel Chairman Independent Director 2 2
2. Mr. Safal Patel * Member Independent Director 2 2
3. Mr. Jorubha Gohel** Member Independent Director 2 2
4. Mr. Ravi Mali# Member Independent Director - -
5. Mrs. Hemal Ketan Shah## Member Executive Director - -

* He has resign from the Post of Independent Director with effect from 06.04.2019 ** Hehas resign from the Post of Independent Director with effect from 30.05.2019 # with effectfrom 06.04.2019 he is appointed as member of committee ## with effect from 30.05.2019 Sheis appointed as member of committee

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis furnished on website of the company.

Meetings of Nomination and Remuneration Committee:

During the year two meeting of the Committee was held on 1-04-2018 and 12-01-2019 .

21. THE STAKEHOLDERS RELATIONSHIP COMMITTEE COMPRISES OF THE FOLLOWING MEMBERS:

Sr. No. Name Member of the Designation Category Number of meeting held Number of meeting attended
1. Mr. Dhaval Patel Chairman Independent Director 4 4
2. Mr. Safal Patel Member Independent Director 4 4
3. Mr. Jorubha Gohel Member Independent Director 4 4
4. Mr. Ravi Mali# Member Independent Director - -
5. Mr. Ketan Shah## Member Executive Director - -

* He has resign from the Post of Independent Director with effect from 06.04.2019 ** Hehas resign from the Post of Independent Director with effect from 30.05.2019 # with effectfrom 06.04.2019 he is appointed as member of committee ## with effect from 30.05.2019 heis appointed as member of committee

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2019 are NIL.

There were no pending requests for share transfer/dematerialisation of shares as of 31stMarch 2019.

Meetings of the Committee

The Committee duly met Four (4) times on 11-04-2018 14-08-2018 14-11-201814-02-2019.

22. DEPOSITS

The company has not accepted any deposits during the year.

23. LOANS GUARANTEES AND INVESTMENTS

Except the following subscription made in the subsidiary Company there were no loansguarantees or investments made by the Company under Section 186 of the Companies Act 2013during the year under review .

Sr Name of Particulars of loan Nature No party guarantees and investments Purpose for which it shall be used Amount (in Crores)
1 Ideal Towards Subscription of Investment Systems 82 84 720 Equity shares of Ltd. the face value of Rs. 10/- each . Towards subscription of equity shares 18.66

24. INSURANCE

All Inventories including Machinery are adequately insured.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. The particulars ofcontracts and arrangements made with related parties required to be furnished underSection 134(3) are disclosed in the prescribed Form AOC-2 which is attached to thisreport in Annexure-G

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink

http://www.sayait.com/Investors/Policies/Policy%20on%20Related%20Party%20Transactions.pdf

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE OUTGO:-

A. Conservation of energy

Since the Company does not carry out any manufacturing activity the particularsregarding conservation of energy technology absorption and other particulars as requiredby the Companies (Accounts)Rules 2014 are not applicable.

B. Technology absorption

There is no research and development activity carried out by the Company.

C. Foreign exchange earnings and Outgo

There were foreign exchange earnings and No outgo during the year under review.

27. RISK MANAGEMENT

The Board is also periodically informed of the business risks and the actions taken tomanage them. The Company is not required to formulate a policy for Risk management as suchbut Periodic assessments to identify the risk areas are carried out and management hasbriefed out on the risks in advance to enable the company to control risk through aproperly defined plan with the following objectives:

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 identify risks andassociated opportunities and to respond to them with effective actions.

Identify access and manage existing and new risks in a planned and coordinated mannerwith minimum disruption and cost to protect and preserve Company's human physical andfinancial assets.

28. 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.

29. CORPORATE GOVERNANCE

The Corporate Governance Report which form part of this Report is set out in Annexure-Ftogether with the Certificate from the auditors of the Company regarding compliance ofconditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

30. 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.

31. WHISTLE BLOWER POLICY / VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act 2013 the Company has implementeda Whistle Blower Policy whereby employees and other stakeholders can report matters suchas generic grievances corruption misconduct illegality and wastage/misappropriation ofassets to the Company. The policy safeguards the whistle blowers to report concerns orgrievances and also provides direct access to the Chairman of the Audit Committee. Thedetails of the Whistle Blower Policy are available on Company's website. To refer clickon: http://www.sayait.com/Investors/Policies/Vigil%20mechanism%20Policy%20.pdf

32. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and no complaint has been received on sexualharassment during the financial year 2018-19.

33. 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.

34. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial control is in place commensurate with the size of the Company 35.EQUITY CAPITAL

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued any equity shares with differential voting rights.

f) SHARES IN SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares from suspense account during the year: NA
Number of shareholders to whom shares were transferred from suspense account during the year: NA
aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: NIL
That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: NA

g) SHARES IN UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil NIL
Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable NA
Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable NA
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil NIL

h) MATERIAL VARIATIONS

The company made public issue in the year1985. Hence variations between theprojections & actual performance are not relevant as on date.

i) 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.

j) 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 company's operation in future.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

The Board places on record their appreciation of the support of all stakeholders.

FOR ASYA INFOSOFT LIITED
KETAN SHAH
CHAIRMAN AND MANAGING DIRECTOR
(DIN: 00913411)
Date: - 31.08.2019
Place: - Ahmedabad

.