DIRECTORS' REPORT TO, THE MEMBERS OF DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED. Your Directors have pleasure in presenting their Twenty Third Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015 2. DIVIDEND Due to accumulated losses, Directors regret to recommend any dividend for the year. 3. RESERVES Your directors do not propose to transfer surplus in profit and loss account to any reserves. 4. BUSINESS REVIEW AND PROSPECTS Principal business of the company remains temporarily suspended due to unavailability of sufficient resources. Company shall restart its business upon generating required resources for effective working. The surplus funds available with the company are currently 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 the company. Your directors are trying to tie up with strategic investor but have not met with success so far and hence it is difficult to predict any time frame for such success. 5. APPLICABILITY OF CLAUSE 49 OF THE LISTING AGREEMENT : SEBI vide its circular dated 15th September 2014, made the applicability of Clause 49 of the Listing Agreement voluntary for the companies whose paid up capital is less then Rs. 10 crores and whose net worth is less then Rs. 25 crores. Accordingly the requirement of Management Discussion and Analysis, Auditors' certificate on Corporate Governance and other matters are not mandatory for your company. Accordingly these documents, which hitherto were forming part of annual report, are not attached to this report. 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 the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report. 8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE No significant and material orders have been passed by the regulators or courts or tribunals 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 entered into 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 entered into any joint venture. 11. DEPOSITS During the year your Company neither accepted any 'deposits' as defined in Companies (Acceptance of Deposit) Rules, 2014, nor is there any balance in such account at the beginning or at the end of the year. Since there have been no deposits the question of there being any default in repayment of deposits or interest thereon, does not arise. 12. STATUTORY AUDITORS M/s Kanu Doshi Associates, Chartered Accountants, auditors of the Company, were appointed as Statutory Auditors, subject to ratification in each Annual General Meeting, for the period up to the conclusion of twenty seventh Annual General Meeting, vide ordinary resolution passed at the Annual General Meeting dated 29th September 2014. The Directors recommend ratification of the appointment. 13. AUDITORS' REPORT Clarification on the auditor's observation is as under : Annual accounts are prepared on Going Concern basis, because the Company's net worth is positive and that the company has investible surplus after fully meeting its liabilities. The values of assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared "on going concern" basis, and consequently no adjustmets are required in the accounts. 14. COST AND SECRETARIAL AUDITORS : Your company is not required to appoint cost auditors for conducting the audit of cost records of the Company, for the financial year under review. M/s Pankaj & Associates, Company Secretaries, were appointed to conduct Secretarial Audit for the financial year under reveiw. 15. SECRETARIAL AUDITORS' REPORT : The Secretarial Audit Report is attached as an Annexure herewith. Observations by the Secretarial auditors have been noted. 16. ISSUE OF SHARES : Your Directors state that no disclosure or reporting is required in respect of issue of shares with differential voting rights, sweat equity or ESOS as there were no such transactions during the year under review. 17. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No. MGT - 9 is attached as an Annexure herewith. 18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ( A) Your company has termporarily suspended its business operations and therefore there 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. 19. DIRECTORS : CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL As per the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of Company, Mr. H. J. Shah (DIN 01564722), Director and Chairman and Mr. R. M. Bhuta (DIN 00242031), Director retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013 offers themselves for reappointment. Term of Mr. Chandan Parmar (DIN 00529613), as Managing Director and Chief Executive Officer expired on 11th July 2015. The Board reappointed him as MD & CEO for another period of five years. Your directors recommend his reappointment as Managing Director and Chief Executive Officer on same terms and conditions for your consideration for another period of five years. Shri Ajay Nagpal (DIN 00591193), Shri Ravindra Malgaonkar (DIN 03044273) and Shri Shailesh Bendugade (DIN 03050032), Independent Directors have resigned with effect from 24th July 2015. Your Directors put on records deep appreciation for the valuable guidance provided by these Directors. Company has appointed Mrs. Lakshmi Nazareth, as independent director to fill in the vacancy created by these resignations. As per Section 149(A) of the Companies Act 2013, company is required to have 1/3rd of total directors as Independent Directors. Mrs. Lakshmi Nazareth and Mr. Mahesh Kurlawala are Independent Directors of your company. This complies with the statutory requirement. As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolution proposing appointment of Mrs. Lakshmi Nazareth (DIN 03413368), as Independent Director forms part of the Notice of the Annual General Meeting. Mr. Mahesh Kurlawala (DIN 03039899) continues as Independent Director. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under Sub-Section (6) of Section 149 of the Companies Act, 2013. Company has appinted wef 24th July 2015, Ms. Sonali Borkar as Chief Financial Officer. 20. NUMBER OF MEETING OF THE BOARD OF DIRECTORS During the year under review four Board meetings were held. These meeting were held on 29/05/2014, 14/08/2014, 14/11/2014 and 13/02/2015. 21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 Your company has not granted any such loans or issued any guarantees or made investments. 22. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES : The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed under "Notes to the Accounts." 23. MANAGERIAL REMUNERATION : There are no employee of the Company, drawing remuneration exceeding limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Managing Director of the Company do not receive any remuneration or commission from any of its subsidiaries. 24. RISK MANAGEMENT POLICY Except for external general business risks related to government regulations, market conditions and credit risks, your company is not exposed to any other risks, Your directors do not foresee any substantial risk in the external conditions which may threaten the existence of the company. 25. DECLARATION BY INDEPENDENT DIRECTORS The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. 26. COMMITTEES OF THE BOARD Currently the Board has three committee; the Audit committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Audit committee : The audit committee was reconstituted on 24/07/2015. The new committee comprises three Director namely Mr. Mahesh Kurlawala (DIN 03039899), Mrs. Lakshmi Nazareth (DIN 03413368) and Mr. C. M. Buch (DIN 00326637). All the recommendation made by the audit committee were accepted by the Board. Nomination and Remuneration Committee : The Nomination and Remuneration Committee comprises two directors Mr. H. J. Shah (DIN 01564722) and Mr. R. M. Bhuta (DIN 00242031) Stakeholders Relationship Committee : The Stakeholders Relationship Committee comprises two directors Mr. C. M. Buch (DIN 00326637) and Mr. R. M. Bhuta (DIN 00242031). The Committee reviews and ensures redressal of investors' grievances. The committee noted that all the grievances of the investors have been resolved during the year. 27. CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility not applicable to your company. 28. BOARD EVALUATION Clause 49 of the listing agreement mandates that the board shall monitor and review the Board evaluation framework. The Companies act, 2013 states that a formal annual evaluation needs to be made by the board of its performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the directors being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. 29. INTERNAL FINANCIAL CONTROLS The company has in place adequate internal financial controls with reference to financial statements. During the year such controls were tested and no reportable material weakneses in the design or operation were observed. 30. DIRECTORS' RESPONSIBILITY STATEMENT The Directors' state that - a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company 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 of all applicable laws and that such systems were adequate and operating effectively. 31. ACKNOWLEDGEMENT Your directors wish to place on record their appreciation for the continued support received from shareholders and other stakeholders, banks and government departments. For and on behalf of the Board of Directors H. J. Shah Chairman Place : Mumbai Date : 10-08-2015 |