Asya Infosoft Ltd.
|BSE: 511144||Sector: Others|
|NSE: N.A.||ISIN Code: INE520G01016|
|BSE 00:00 | 13 Jun||Asya Infosoft Ltd|
|NSE 05:30 | 01 Jan||Asya Infosoft Ltd|
|BSE: 511144||Sector: Others|
|NSE: N.A.||ISIN Code: INE520G01016|
|BSE 00:00 | 13 Jun||Asya Infosoft Ltd|
|NSE 05:30 | 01 Jan||Asya Infosoft Ltd|
To The Members
ASYA INFOSOFT LIMITED
Your Directors have pleasure in presenting the Thirty-Sixth AnnualReport together with the Audited Statements of Account of the Company for the financialyear ended 31st March 2021.
FINANCIAL RESULTS/ HIGHLIGHTS:
The summarized standalone financial results of the Company for theperiod ended 31st March 2021 are as follows:
(Rupees in Lacs)
CONSOLIDATED FINANCIAL STATEMENT
The Financial Statement of the Company for the Financial year 2020-21are prepared in compliance with the applicable provisions of the Act Accounting Standardsand as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as theSEBI Regulation). The Consolidated Financial Statement has been prepared on the basis ofthe audited financial statement of the Company as approved by their respective Board ofDirectors. Pursuant to the provisions of Section 136 of the Act the Financial Statementsof the Company the Consolidated Financial Statements along with all relevant documentsand Auditors report thereon form part of this Annual Report. The Financial Statements asstated above are also available on the website of the Company and can be accessed at theweblink www. sayait.com.
CHANGE IN NATURE OF BUSINESS IF ANY
Your Company continues to operate in same business segment as that ofprevious year and there is no change in the nature of the business.
In order to conserve the resources of the Company the Board ofdirectors has not recommended any dividend for current year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do notapply as there is no amount lying in unpaid dividend account.
The total income for the year was Rs. 3837.61 Lacs as compared to Rs.3482.00 Lacs in the previous year. Depreciation was Rs. 1.78 Lacs (Previous Year Rs. 1.58Lacs). The Provision for Taxation: (i) for the year under report was 2.45 Lacs (PreviousYear Rs. 0.20 Lacs). Profit after tax was Rs. 6.23 Lacs.
This year the company has decided not to transfer any funds to GeneralReserve.
The Net Worth of the Company as at 31st March 2021 stood atRs. 2223.2 Lacs as against Rs. 2502.08 on 31st March 2020.
Changes in Key Financial Ratios:
ADEQUACY OF INTERNAL CONTROL
The Company has a proper and adequate system of internal control in allspheres of its activities to ensure that all its assets are safeguarded and protectedagainst loss from unauthorized use or disposition and that the transactions areauthorized recorded and reported diligently. The Internal control is supplemented by aneffective internal audit being carried out by a professional Chartered Accountant.
The Company ensures adherence to all internal control policies andprocedures as well as compliances with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy ofinternal controls.
Relations remained cordial with employees at all levels during theyear.
The Company has complied with applicable provisions of CorporateGovernance as provided under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A separate report on Corporate Governance compliance is included as apart of the Annual Report along with the Auditors' Certificate.
Your Company has not accepted any public deposits during the year underreview.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement the Directors confirmthat:
1. In the preparation of the annual accounts for the financialyear ended 31st March 2021 the applicable Indian accounting standards (IndAS)have been followed and that there are no material departures from the same;
2. Accounting policies selected were applied consistently.Reasonable and prudent judgments and estimates were made so as to give a true and fairview of the state of affairs of the Company as at 31st March 2021 and of theprofit for the year ended on that date;
3. Proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
4. The annual Accounts for the Financial Year ended 31st March2021 have been prepared on a `going concern' basis.
5. Proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.
6. Proper systems devised to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.
The Company's subsidiary Ideal Systems Limited is a Non-ListedCompany having its Registered Office at Ahmedabad. As on March 31 2021 in accordancewith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 it will betermed as a Material Subsidiary of the Company.
In compliance with the requirements of the provisions of Section 129(3)read with Rule 5 of Companies (Accounts) Rules 2014 a Statement in Form AOC-1 containingthe salient features of financial statements in respect of Ideal Systems Limited asubsidiary of the Company has been included as a part of this Annual Report.
The Company has framed a `Policy for Determining MaterialSubsidiaries' for identifying material subsidiaries and to provide governanceframework for such material subsidiaries. The policy is available on the website of theCompanywww.sayait.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements (CFS) of the Company and itssubsidiary Company viz. Ideal Systems Limited (ISL) are prepared in accordance with theprovisions of Schedule III of the Companies Act 2013 and relevant Indian AccountingStandards issued by the Institute of Chartered Accountants of India as applicable to theCompany and form part of this Annual Report. These Statements have been prepared on thebasis of audited financial statements received from ISL as approved by its Board.
In terms of Section 152 of the Companies Act 2013 Mr. Ketan N. ShahDirector of the Company is retiring by rotation and being eligible offers herself for re-appointment.
He is not disqualified from being re-appointed as a Director asspecified under Section 164 of the Companies Act 2013.
Mrs. Hemal K. Shah Non Executive Non Independent Women Director haveresigned with effect from 6th October 2021.
KEY MANAGERIAL PERSONNEL
Mr. Hiren Patel has resigned as Company Secretary & ComplianceOfficer from 7th September 2021 and Mrs. Shrushti Vyas has appointed asCompany Secretary & Compliance Officer from 7th September 2021.
The Company has appointed Key Managerial Personnel viz. Shri Ketan N.Shah Managing Director & Chief Executive Officer to inter alia shoulder theresponsibilities in their respective fields as envisaged under the provisions of theCompanies Act 2013& SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Mr. Jimit K. Shah Chief financial officer of the company have resignedwith effect from 6th October 2021.
M/s. Sparks & Co. Chartered Accountants Ahmedabad (FirmRegistration No. 101458W) have expressed their unwillingness to continue as the StatutoryAuditors of the Company as indicated in their letter dated 13th November 2021.
Based on the recommendation of the Audit Committee the Board ofDirector at their meeting held on 9th December 2021 appointed M/s. M/s.Chandabhoy & Jassoobhoy. Chartered Accountants Ahmedabad (Firm Registration No.101648w as the Statutory Auditors of the Company to fill the causal vacancy.
M/s. Chandabhoy & Jassoobhoy. Chartered Accountants Ahmedabad(FRN: 101648w) hold office as the Statutory Auditors of the company for one year from theconclusion of this Annual General Meeting till the conclusion of next Annual generalMeeting. The Company has received consent to act as the Statutory Auditors of the Companyand certificate from M/s. Chandabhoy & Jassoobhoy Chartered Accountants theirappointment if made would be within the limits prescribed under Section 141 of theCompanies Act 2013 and they are not disqualified to be appointed as the StatutoryAuditors. The notes on financial statement referred to in the Auditor's Report areself-explanatory and do not call for any further explanations.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Brajesh Gupta & Associates a firm of Company Secretariesin Practice to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed herewith as Annexure A.
The said report contains observation or qualification certainobservation and qualification which are mentioned her under.
a. Non-Compliance of regulation 6(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 which stipulates that a listed entity shallappoint a qualified Company Secretary as the Compliance Officer however; the Company hasnot appointed the same for the period from 15th July 2019 to 01st August 2020.
b. Non-Compliance of regulation 31(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 i.e. 100% of shareholding of promoter(s) andpromoter group should be in dematerialized form.
c. Non-Compliance of regulation 14 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 i.e. every listed Company shall pay listingfee as applicable to the recognized stock exchange in the manner as specified by SEBI orthe recognized stock exchange.
d. Non-Compliance of regulation 33(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 i.e. the listed entity shall submit quarterlyand year-to-date standalone financial results to the stock exchange within forty-five daysof end of each quarter other than the last quarter.
e. Non-Compliance of regulation 31(A)(8)(c) of SEBI (LODR) Regulations2015 i.e. the listed entity shall submit intimation in respect of Application forReclassification of Promoter Group into Public Category within 24 hours from theoccurrence of event.
f. Non-Compliance of regulation 30 of SEBI (LODR) Regulations 2015i.e. the Company has to submit outcome of the Board Meeting within 30 minutes fromconclusion of Board Meeting.
g. Non-compliance regulation 23(9) of SEBI (LODR) Regulations 2015i.e. disclosure of related party transactions on standalone & consolidated basis forhalf year ended on 30th September 2020 however the Company has submitted the same on29/04/2021.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 so thereis no requirement to constitute Corporate Social Responsibility Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Mr. DhavalPatel Chairman Mr. Ravi Mali and Mr. Ketan Shah members. The role and responsibilitiesCompany's policy on directors' appointment and remuneration including thecriteria for determining the qualifications positive attributes independence of adirector and other related matters are in conformity with the requirements of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The information relating to the composition of the Committee scope&term of reference no. of meetings held and attendance etc. during the year underreport are provided in the Corporate Governance Report.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation wascarried out as under:
Board: In accordance with the criteria suggested by the Nomination andRemuneration Committee the Board of Directors evaluated the performance of the Boardhaving regard to various criteria such as Board composition Board processes and Boarddynamics. The Independent Directors at their separate meeting also evaluated theperformance of the Board as a whole based on various criteria. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory. Committees of the Board: The performance of theAudit Committee the Nomination and Remuneration Committee and the StakeholdersRelationship Committee was evaluated by the Board having regard to various criteria suchas committee composition committee processes and committee dynamics. The Board was of theunanimous view that all the committees were performing their functions satisfactorily andaccording to the mandate prescribed by the Board under the regulatory requirementsincluding the provisions of the Act the Rules framed thereunder and the ListingAgreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
(a) Independent Directors: In accordance with the criteria suggested bythe Nomination and Remuneration Committee the performance of each independent directorwas evaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like qualification experience availability and attendance integritycommitment governance independence communication preparedness participation and valueaddition.
The Board was of the unanimous view that each independent director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all the independent directors inguiding the management in achieving higher growth and concluded that continuance of eachindependent director on the Board will be in the interest of the Company.
(b) Non-Independent Directors: The performance of each of thenon-independent directors (including the Chairperson) was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. Various criteria considered for the purpose of evaluation includedqualification experience availability and attendance integrity commitment governancecommunication etc. The Independent Directors and the Board were of the unanimous viewthat each of the non-independent directors was providing good business and peopleleadership.
DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIANEMPLOYEES' REMUNERATION ETC.
The particulars of ratio of remuneration of each director to medianremuneration of the employees of the Company for the financial year under reportpercentage increase in remuneration of each Director and KMP etc. more particularlydescribed under Section 197(12) of the Companies Act 2013 and Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure B to this Report.
PARTICULARS OF LOANS AND INVESTMENTS
Except the following subscription made in the Company there were noloans guarantees or investments made by the Company under Section 186 of the CompaniesAct 2013 during the year under review .
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements entered by the Companywith related parties which are subsisting during the year under Report are provided underAnnexure C in Form AOC 2. The Company has framed a Policy on RelatedParty Transactions' for determining related parties transactions on arm'slength basis and procedures to be followed for obtaining various approvals etc. Thepolicy is available on the website of the company www.sayait.com. As regards thejustification for entering into related party transactions it may be noted that the sameare entered into due to business exigencies and are in the best interest of the Company.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
Pursuant to the requirement under Section 134(3) of the Companies Act2013 read with Rule 8 of Companies (Accounts) Rules 2014:
(a) The Company has no activity involving conservation of energy ortechnology absorption.
(b) The Company does not have any Foreign Exchange Earnings. (c) Outgounder Foreign Exchange NIL
The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassmentat workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. Entire staff in the Companyis working in a most congenial manner and there are no occurrences of any incidents ofsexual harassment during the year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board has approved and adopted Vigil Mechanism/Whistle BlowerPolicy in the Company. The Brief details of establishment of this Policy areprovided in the Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has formalized risk management system by formulating andadopting Risk Management Policy to identify evaluate monitor and minimize theidentifiable business risks in the Organization.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 is provided inAnnexure D to this Report and the same is also available on the website of theCompany www.sayait.com under Investor Relation Section.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration fallswithin the purview of the limits prescribed under the provisions of Section 197 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
Material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany and the date or report.
Due to spread of novel corona virus there has been complete lockdown bythe government from 21st March 2020 to 15th June 2020. After thatthe operation of the company is stopped till 30th June 2020.
Your Directors sincerely express their deep appreciation to employeesat all levels bankers customers and shareholders for their sustained support and co-operation and hope that the same will continue in future.