DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
Your Directors have pleasure in presenting their Twenty Seventh Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2019.
1) Performance Highlights (Standalone)
(Rs. In thousand)
| ||2018-19 ||2017-18 |
|Sales and Other Income ||1160 ||1169 |
|Profit/(Loss) before Tax ||68 ||(247) |
|Less: Taxes || || |
|Current Tax ||- ||- |
|Deferred Tax ||- ||- |
|Profit/(Loss) for the Year ||68 ||(247) |
|Add Balance in Profit & Loss Account ||(54852) ||(54605) |
|SUB TOTAL ||(54785) ||(54852) |
|Less: Appropriations || || |
|Transfer to Reserve (specify) ||- ||- |
|Dividend ||- ||- |
|Dividend Tax ||- ||- |
|CLOSING BALANCE ||(54785) ||(54852) |
Due to accumulated losses Directors regret not to recommend any dividend for the year.
Your directors do not propose to transfer surplus in profit and loss account for theyear to any reserves.
4) Business Review and Prospects
Principal business of the company remains temporarily slowed down due to unavailabilityof sufficient resources. Company shall restart its business upon generating requiredresources for effective working. The surplus funds available with the company arecurrently invested in interest fetching loans/deposits. Company has a positive net worth.Company has meager liability which can easily be met out of the funds available with thecompany. Your directors are trying to restructure the business set up or to tie up withstrategic investor but have not met with success so far and hence it is difficult topredict any time frame for such success.
5) Applicability of Clause 15(2) of SEBI (Listing Agreement and DisclosureRequirements) Regulations 2015
As per Clause 15(2) of SEBI (Listing Agreement and Disclosure Requirements) Regulations2015 regarding composition of Board of Directors Audit and other Committees of directorsObligations of independent directors and senior management and corporate governance normsare not mandatory for the companies whose paid up capital is less than Rs 10 crores andwhose net worth is less then Rs 25 crores. Accordingly the requirements of ManagementDiscussion and Analysis Auditors certificate on Corporate Governance not mandatoryfor your company.
6) Change in the nature of business if any
There has been no change in the nature of business during the year under review.
7) Material changes and commitments after the Balance Sheet date
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 to whichthe financial statements relate and the date of this report by the regulators or courtsor tribunals 8) Detailsofsignificant impacting the going concern status and companysoperations in future
No significant and material orders have been passed by the regulators impacting thegoing concern status and companys operations in future.
9) Details of Subsidiary/Joint Ventures/Associate Companies
Your company has no subsidiaries and associate companies nor has the company enteredinto any joint venture
10) Performance and financial position of each of the subsidiaries etc
Your company has no subsidiaries and associate companies nor has the company enteredinto any joint venture
During the year your Company neither accepted any deposits as defined inCompanies (Acceptance of Deposit) Rules 2014 nor is there any balance in such account atthe beginning or at the end of the year. Since there have been no deposits the question ofthere being any default in repayment of deposits or interest thereon does not arise.
12) Statutory Auditors
M/s Kanu Doshi Associates LLP Statutory Auditors of the company will hold the officetill the conclusion of the ensuing Annual General Meeting. They will be completing theirmaximum tenure as auditors for ten consecutive years with the conclusion of ensuing annualgeneral meeting. Hence there will be a rotation of auditors. Company places on record deepappreciation for the services provided by them. . The Board recommends appointment of M/sRMJ & Associates LLP Chartered Accountants as the Statutory Auditors of the companyfrom the conclusion of the 27th Annual General Meeting until the conclusion of the 32ndAnnual General Meeting of the Company. The said auditors are eligible and have expressedtheir willingness to accept the office of auditors.
13) Auditors Report
The Auditors Report does not contain any qualification
14) Cost and Secretarial Auditors:
Your company is not required to appoint cost auditors for conducting the audit of costrecords of the Company for the financial year under review M/s. Pankaj & AssociatesCompany Secretaries were appointed to conduct Secretarial Audit for the financial yearunder review.
15) Secretarial Auditors Report:
The Secretarial Audit Report is attached as an Annexure herewith. Observations by theSecretarial auditors have been noted and corrective actions are under process.
16) Issue of shares:
Your Directors state that no disclosure or reporting is required in respect of issue ofshares with differential voting rights sweat equity or ESOS as there were no suchtransactions during the year under review:
17) Reduction in Capital:
The Company has filed a draft scheme with Bombay Stock Exchange for reduction in itspaid up equity share capital. The Board vide resolution dated 22nd December 2017 hasconsidered and approved the proposal to reduce the Securities Premium Account of theCompany as on 31.03.2017 from Rs. 22603200/- to Rs. 2193 reduction of the entireamount lying to the credit of Share Forfeiture Account of the Company amounting to Rs.11869500/- and part of the fully paid up Share Capital of the Company amounting to Rs.20121600/- and that such reduction be effected by writing off the entire AccumulatedLosses amounting to Rs. 54592107/- subject to the approval from the National CompanyLaw Tribunal and other statutory authorities as and where applicable. The above proposalhas been approved by Shareholders vide special resolution passed at Extra-ordinary GeneralMeeting held on 11th April 2018. The Company has received No objection letter dated 21stFebruary 2018 from Bombay Stock Exchange. Company has filed a petition with NCLT on 10thMay 2018 and Company is awaiting its approval.
18) Extract of the annual return
The extract of the annual return in Form No. MGT 9 is attached as an Annexure herewith.
19) Conservation of energy technology absorption and foreign exchange earnings andoutgo
(A) Your company does not entail substantial consumption of energy and therefore thereis nothing to report in these sections.
(B) Foreign exchange earnings and Outgo:
There is no foreign exchange inflow or outflow in the year under review.
Changes in Directors and Key Managerial Personnel
As per the provisions of Section 152(6) of the Companies Act 2013 and Articles ofAssociation of Company Mr. C.M.Buch (DIN 00326637) Director and Mr.H.J.Shah (DIN01564722) retire by rotation and being eligible and not being disqualified under section164 of the Companies Act 2013 offers themselves for reappointment.
As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years and shall not be liable to retire byrotation.
Accordingly Mr.Mahesh Kurlawala (DIN 03039899) is proposed to be reappointed as
Independent director for a further term of five years till 29 th September 2024 andMrs. Lakshmi Nazareth (DIN 03413368) continue as Independent Director.
21) Number of meetings of the Board of Directors
Board meetings were held. These Duringtheyear underreviewfive meetings were held on21/05/2018 13/08/2018 23/08/2018 13/11/2018 and 04/02/2019.
22) Particulars of loans guarantees or investments under section 186
Your company has not granted any such loans or issued any guarantees or madeinvestments.
23) Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto are disclosed under"Notes to the Accounts".
24) Managerial Remuneration:
There are no employees of the Company drawing remuneration exceeding limits prescribedunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
The Managing Director of the Company does not receive any remuneration or commissionfrom any of its subsidiaries.
25) Risk management policy
Except for external general business risks risks related to government regulationsmarket conditions and credit risks your company is not exposed to any other risks. Yourdirectors do not foresee any substantial risk in the external conditions which maythreaten the existence of the company.
26) Declaration by independent directors
The company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act 2013.
27) Committees of the Board
Currently the board has three committees: the Audit committee Nomination andRemuneration Committee and Stakeholders Relationship Committee.
Audit committee: This committee comprises three Directors namely Independent DirectorMr. Mahesh Kurlawala (DIN 03039899) (Chairman of committee) Independent Director Mrs.Lakshmi Nazareth (DIN 03413368) and Mr. C. M. Buch (DIN 00326637). All the recommendationsmade by the audit committee were accepted by the Board.
Nomination and Remuneration Committee: The Nomination and Remuneration Committeecomprises three directors; Mr. Mahesh Kurlawala (DIN 03039899) (Chairman of committee)Mr. R.M.Bhuta (DIN 00242031) and Mrs.Lakshmi Nazareth (DIN 03413368).
Stakeholders Relationship Committee: The Stakeholders Relationship Committee comprisesthree directors; Mr. Hasmukh J Shah (DIN 01564722)(Chairman of committee) Mr. MaheshKurlawala (DIN 03039899) and Ms. Lakshmi Nazareth (DIN 03413368). The committee reviewsand ensures redressal of investors grievances. The committee noted that all thegrievances of the investors have been resolved during the year.
28) Corporate Social Responsibility
Rules regarding Corporate Social Responsibility are not applicable to your company.
29) Board Evaluation
The Companies act 2013 states that a formal annual evaluation needs to be made by theboard of its performance and that of its committees and individual directors. Schedule IVof the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the directors beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board.
30) Internal financial controls
The company has in place adequate internal financial controls commensurate with thesize and nature of its business with reference to financial statements. During the yearsuch controls were tested and no reportable material weaknesses in the design or operationwere observed.
31) Directors Responsibility Statement
The Directors state 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 such internal financial controls areadequate and are operating effectively;
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.
32) Vigil Mechanism / Whistle Blower Policy:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.
In staying true to our values the Company is committed to the high standards ofCorporate Governance and stakeholder responsibility.
33) Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany.
Your directors wish to place on record their appreciation for the continued supportreceived from shareholders and other stakeholders banks and government departments.
| ||For and on behalf of the Board of Directors |
|Place : Mumbai ||H. J. Shah |
|Date: 22/08/2019 ||Chairman |
| ||DIN 01564722 |