ASYA INFOSOFT IMITED
Your Directors have pleasure in presenting the Thirty-FifthAnnual Report together withthe Audited Statements of Account of the Company for the financial year ended 31stMarch 2020.
(Rupees in Lacs)
1. FINANCIAL RESULTS/ HIGHLIGHTS:
The summarized standalone financial results of the Company for the period ended 31stMarch 2020 are as follows:
|Particulars ||Current Year ||Previous Year |
| ||Rupees ||Rupees |
|Total Income ||3482.00 ||1446.12 |
|Gross Profit ||2.33 ||39.76 |
|Less: Depreciation ||1.58 ||1.34 |
|Profit/(Loss) before Tax ||0.75 ||38.42 |
|Less: Current Tax ||(0.20) ||(7.51) |
|Profit/(Loss) after Tax ||0.55 ||30.90 |
|Add: Profit brought forward from ||32.86 ||1.96 |
|Previous Year || || |
|Balance available for Appropriations ||33.41 ||32.86 |
|Less: Transfer to Reserve ||00.00 ||00.00 |
|Balance carried forward ||33.41 ||32.86 |
2. CONSOLIDATED FINANCIAL STATEMENT
The Financial Statement of the Company for the Financial year 2019-20 are prepared incompliance with the applicable provisions of the Act Accounting Standards and asprescribed 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.
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.
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
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there is noamount lying in unpaid dividend account.
6. FINANCIAL REVIEW
The total income for the year was Rs.3482.00 Lacs as compared to Rs. 1446.12 Lacs inthe previous year. Depreciation was Rs. 1.58 Lacs (Previous Year Rs. 1.34 Lacs). TheProvision for Taxation: (i) for the year under report was 0.20 Lacs (Previous Year Rs.7.52 Lacs). Profit after tax was Rs. 0.72 Lacs.
This year the company has decided not to transfer any funds to General Reserve.
The Net Worth of the Company as at 31st March 2020 stood at Rs. 2502.08Lacs as against Rs. 2501.36 Lacs on 31st March 2019.
Changes in Key Financial Ratios:
|Sr. No. ||Ratios ||F.Y. 2019-20 ||F.Y. 2018-19 |
|1. ||Current Ratio ||1.14:1 ||1.37:1 |
|2. ||Debt Equity Ratio ||0.20:1 ||0.16:1 |
|3. ||Operating Profit Margin (%) ||0.56% ||3.95% |
|4. ||Net Profit Margin (%) ||0.02% ||2.24% |
|5. ||Return on Net Worth (%) ||0.02% ||1.24% |
|6. ||Debtors Turnover Ratio ||1.44 times ||1.28 times |
|7. ||Interest Coverage Ratio ||0.02 times ||0.80 times |
|8. ||Inventory Turnover Ratio ||103.51 times ||18.11 times |
ADEQUACY OF INTERNAL CONTROL
The Company has a proper and adequate system of internal control in all spheres of itsactivities to ensure that all its assets are safeguarded and protected against loss fromunauthorized use or disposition and that the transactions are authorized recorded andreported diligently. The Internal control is supplemented by an effective internal auditbeing carried out by a professional Chartered Accountant.
The Company ensures adherence to all internal control policies and procedures as wellas compliances with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy of internalcontrols.
Relations remained cordial with employees at all levels during the year.
The Company has complied with applicable provisions of Corporate Governance as providedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A separatereport on Corporate Governance compliance is included as a part of the Annual Report alongwith the Auditors' Certificate.
Your Company has not accepted any public deposits during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement the Directors confirm that:
1. In the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable Indian accounting standards (IndAS) have been followed andthat there are no material departures from the same;
2. Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the state ofaffairs of the Company as at 31st March 2020 and of the profit for the yearended on that date;
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual Accounts for the Financial Year ended 31st March 2020 havebeen prepared on a `going concern' basis.
5. Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.
6. Proper systems devised to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.
The Company's subsidiary Ideal Systems Limited is a Non-Listed Company having itsRegistered Office at Ahmedabad. As on March 31 2020 in accordance with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 it will be termed as aMaterial Subsidiary of the Company.
In compliance with the requirements of the provisions of Section 129(3) read with Rule5 of Companies (Accounts) Rules 2014 a Statement in Form AOC-1 containing the salientfeatures of financial statements in respect of Stan Plaza Limited a subsidiary of theCompany has been included as a part of this Annual Report.
The Company has framed a `Policy for Determining Material Subsidiaries' for identifyingmaterial subsidiaries and to provide governance framework for such material subsidiaries.The policy is available on the website of the Companywww.sayait.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements (CFS) of the Company and its subsidiary Companyviz. Ideal Systems Limited (ISL) are prepared in accordance with the provisions ofSchedule III of the Companies Act 2013 and relevant Indian Accounting Standards issued bythe Institute of Chartered Accountants of India as applicable to the Company and formpart of this Annual Report. These Statements have been prepared on the basis of auditedfinancial statements received from ISL as approved by its Board.
In terms of Section 152 of the Companies Act 2013 Mr. Ketan N. Shah Director of theCompany is retiring by rotation and being eligible offers herself for reappointment.
He is not disqualified from being re-appointed as a Director as specified under Section164 of the Companies Act 2013.
Mr. Safal Patel and Mr. Nixon Patel has resigned from 6th April 2019. Andon the same day Mr. Ravi Mali has been appointed as Additional Non Executive IndependentDirector and regularized in the Annual General Meeting held on 27th September2019.
Mr. Jorubha Gohel has resigned on 30th May 2019.
KEY MANAGERIAL PERSONNEL
Ms. Arushi Lakhotiya has resigned as Company Secretary & Compliance Officer from 15thJuly 2019. The Company has appointed three Key Managerial Personnel viz. Shri Ketan N.Shah Managing Director & Chief Executive Officer Shri Jimit K. Shah Chief FinancialOfficer to inter alia shoulder the responsibilities in their respective fields asenvisaged under the provisions of the Companies Act 2013&SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
Name: SPARKS & CO. F.R. No. 101458W Address: 25 3rd Floor Krishna Centre NrMithakhali Six Roads Navrangpura Ahmedabad 380009 Contact No. Ph. 079-40021821 Mo.097370 69333 Email: email@example.com
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Brajesh Gupta & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure A".
The said report contains observation or qualification certain observation andqualification which are mentioned her under. a) Non-Compliance of the regulation 6(1) and46(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 whichstipulates that a listed entity shall appoint a Qualified Company Secretary as theCompliance Officer .However the company does not appoint the same w.ef. 15thJuly 2019.
b) Non Compliance of Regulation 14of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 which stipulates that Every listed company shall paylisting fees as applicable to the recognized stock exchange in the matter as specified bySEBI or the recognized stock exchange. However the company has not paid the annuallisting fees for financial year 2019-2020.
c) Non-Compliance of regulation 31(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 regarding shareholding of promoter and promoter group inDematerialised form. The whole promoter holding of the company is not in the demat as perregulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
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.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Shri Dhaval Patel ChairmanShri Ravi Mali and Smt. Hemal K. Shah members. The role and responsibilities Company'spolicy on directors' appointment and remuneration including the criteria for determiningthe qualifications positive attributes independence of a director and other relatedmatters are in conformity with the requirements of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The information relating to the composition of the Committee scope &term ofreference no. of meetings held and attendance etc. during the year under report areprovided in the Corporate Governance Report.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the performance evaluation was carried out asunder:
Board: In accordance with the criteria suggested by the Nomination and RemunerationCommittee the Board of Directors evaluated the performance of the Board having regard tovarious criteria such as Board composition Board processes and Board dynamics. TheIndependent Directors at their separate meeting also evaluated the performance of theBoard as a whole based on various criteria. The Board and the Independent Directors wereof the unanimous view that performance of the Board of Directors as a whole wassatisfactory.
Committees of the Board: The performance of the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee was evaluated by theBoard having regard to various criteria such as committee composition committee processesand committee dynamics. The Board was of the unanimous view that all the committees wereperforming their functions satisfactorily and according to the mandate prescribed by theBoard under the regulatory requirements including the provisions of the Act the Rulesframed thereunder and the Listing Agreement/SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
(a) Independent Directors: In accordance with the criteria suggested by the Nominationand Remuneration Committee the performance of each independent director was evaluated bythe entire Board of Directors (excluding the director being evaluated) on variousparameters 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 was a reputedprofessional and brought his rich experience to the deliberations of the Board. The Boardalso appreciated the contribution made by all the independent directors in guiding themanagement in achieving higher growth and concluded that continuance of each independentdirector on the Board will be in the interest of the Company.
(b) Non-Independent Directors: The performance of each of the non-independent directors(including the Chairperson) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Variouscriteria considered for the purpose of evaluation included qualification experienceavailability and attendance integrity commitment governance communication etc. TheIndependent Directors and the Board were of the unanimous view that each of thenon-independent director was providing good business and people leadership.
DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE
MEDIAN EMPLOYEES' REMUNERATION ETC.
The particulars of ratio of remuneration of each director to median remuneration of theemployees of the Company for the financial year under report percentage increase inremuneration of each Director and KMP etc. more particularly described under Section197(12) of the Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in "Annexure B"to this Report.
PARTICULARS OF LOANS 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 No ||Name of party ||Particulars of loan guarantees and investments ||Nature ||Purpose for which it shall be used ||Amount (in Crores) |
|1 ||Ideal Systems Ltd. ||Towards Subscription of 7884720 Equity shares of the face value of Rs. 10/-each . ||Investment ||Towards subscription of equity shares ||17.86 |
|2 ||Asya Infosoft Limited ||Towards Subscription of 936720 preference shares of the face value of Rs. 10/-each . ||Investment ||Towards subscription of preference shares ||0.94 |
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements entered by the Company with relatedparties which are subsisting during the year under Report are provided under "AnnexureC" in Form AOC 2. The Company has framed a Policy on Related PartyTransactions' for determining related parties transactions on arm's length basis andprocedures to be followed for obtaining various approvals etc. The policy is available onthe website of the company www.sayait.com. As regards the justification for entering intorelated party transactions it may be noted that the same are entered into due to businessexigencies 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 Act 2013 read withRule 8 of Companies (Accounts) Rules 2014:
(a) The Company has no activity involving conservation of energy or technologyabsorption.
(b) The Company does not have any Foreign Exchange Earnings.
(c) Outgo under Foreign Exchange NIL
The Company has zero tolerance for sexual harassment at workplace and has adopted a"policy on prevention prohibition and redressal of sexual harassment atworkplace" in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention Prohibition and Redressal) Act 2013. Entire staff in theCompany is working in a most congenial manner and there are no occurrences of anyincidents of sexual harassment during the year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board has approved and adopted "Vigil Mechanism/Whistle Blower Policy" inthe Company. The Brief details of establishment of this Policy are provided in theCorporate Governance Report.
RISK MANAGEMENT POLICY
The Company has formalized risk management system by formulating and adopting RiskManagement Policy to identify evaluate monitor and minimize the identifiable businessrisks in the Organization.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 is provided in "Annexure D"to this Report and the same is also available on the website of the Company www.sayait.comunder "Investor Relation" Section.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company and thedate or report.
Due to spread of novel corona virus there has been complete lockdown by the governmentfrom 21st March 2020 to 15th June 2020. After that the operationof the company is stopped till 30th June 2020.
Your Directors sincerely express their deep appreciation to employees at all levelsbankers customers and shareholders for their sustained support and cooperation and hopethat the same will continue in future.
| ||For and on behalf of the Board |
| ||Ketan N. Shah |
| ||Managing Director |
|Place: Ahmedabad || |
|Dated: July 31 2020 || |