DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
Your Directors have pleasure in presenting their Twenty Eighth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2020.
1) Performance Highlights (Standalone)
(Rs. In thousand)
| ||2019-20 ||2018-19 |
|Sales and Other Income ||1187 ||1160 |
|Profit/(Loss) before Tax ||(2871) ||68 |
|Less: Taxes || || |
|Current Tax ||- ||- |
|Deferred Tax ||- ||- |
|Profit/(Loss) for the Year ||(2871) ||68 |
|Add Balance in Profit & Loss Account ||(192) ||(54852) |
|SUB TOTAL ||(3063) ||(54785) |
|Less: Appropriations || || |
|Transfer to Reserve (specify) ||- ||- |
|Dividend ||- ||- |
|Dividend Tax ||- ||- |
|CLOSING BALANCE ||(3063) ||(54785) |
Due to accumulated losses Directors regret not to recommend any dividend for the year.
There is a net loss for the year and hence no amount can be transferred to generalreserves.
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
In order to present a fair capital structure which may benefit the Company to raiseadditional financial resources and create better business opportunities the Companyreduced its subscribed and paid up share capital as detailed in paragraph 17 herein below.
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 and other mattersare not mandatory for 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.
8) Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's 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 RMJ & Associates LLP Chartered Accountants appointed as the Statutory Auditorsof the company from the conclusion of the 27th Annual General Meeting until theconclusion of the 32nd Annual General Meeting of the Company vide resolutionpassed at Annual General Meeting dated 30th September 2019.
13) Auditors' Report
The Auditors' Report does not contain any qualification reservation or adverse remark.
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 & Associates Company Secretaries were appointed to conductSecretarial Audit for the financial year under 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:
Hon'ble NCLT has approved reduction of paid up equity share capital of the Company on6th Februery 2020. The reduction has become effective on 6th March 2020. AccordinglyIssued capital has been reduced from 150000000 (divided into 15000000 Equity Sharesof 10 each) to 11318400 (divided into 1131840 Equity Shares of 10 each) whereasSubscribed and Paid up Capital of the Company has been reduced from 31440000 (dividedinto 3144000 Equity Shares of 10 each) to 11318400 (divided in to 1131840 Equityshares of Rs 10 each) and reduction in Securities Premium Account from 22603200 to 2193& reduction in Share Forfeiture Account from 11869500 to Nil and that such reductionhas been effected by writing off the accumulated losses of 54592107. Trading in thereduced number of shares has begun on BSE from 24th August 2020
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 thereforethere is 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.H.J.Shah (DIN 01564722) and Mr.R.M.Bhuta (DIN 00242031) retireby rotation and being eligible and not being disqualified under section 164 of theCompanies Act 2013 offers themselves for reappointment.
21) Number of meetings of the Board of Directors
During the year under review eight Board meetings were held. These meetings were heldon 08/04/2019 27/05/2019 29/07/2019 02/08/2019 13/08/2019 22/08/2019 12/11/2019 and12/02/2020.
22) Particulars of loans guarantees or investments under section 186
The particulars of loan given referred to in sub-section (4) of section 186 of theCompanies Act 2013 are disclosed under Notes to the Accounts. Company has notissued any guarantees or made investments.
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 underNotes 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 orcommission from 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 controls to be followed by thecompany and such internal financial controls are adequate and are operating effectively;and
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: 28/08/2020 ||Chairman |
| ||DIN 01564722 |