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Asya Infosoft Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 4.35 Cr. P/BV 0.17 Book Value (Rs.) 20.71
52 Week High/Low (Rs.) 12/4 FV/ML 10/1 P/E(X) 0.00
Bookclosure 26/12/2020 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2016-03 

To,

The Members of Asya Infosoft Limited

The Directors have pleasure in presenting the 31st Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2016.

You being our valued partners in the Company for a long time, we share our vision of growth with you and our guiding principles are a blend of optimism which has been and will be the guiding force of all our future endeavors.

FINANCIAL HIGHLIGHTS (Rs. IN LACS)

Particulars

Standalone

consolidated

2015-16

2014-2015

2015-16

Gross Income

77.51

22.21

3260.76

Profit Before Interest and Depreciation

50.71

10.92

298.00

Finance Charges

'—

-

58.29

Gross Profit

50.71

10.92

239.71

Provision for Depreciation

3.99

0.011

63.03

Net Profit Before Tax

46.72

10.91

176.69

Provision for Tax

8.92

(-2.52)

48.53

Net Profit After Tax (before deducting minority int.)

37.49

11.33

128.15

Minority interest

-

-

-42.72

Net profit after deducting minority interest

-

-

85.43

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the year, the Company has allotted 1,04,25,000 Equity Warrants to non -promoter group under the preferential issue as prescribed u/s 62 of the Companies Act , 2013 read with relevant Rules and in accordance with the SEBI (ICDR Regulations) as amended from time to at a minimum exercise price of Rs 22.75 (Rupees Twenty Two and Seventy Five Paise Only) (including a premium of Rs 12.75) per Equity Share or such other higher price as may be arrived at in accordance with the ICDR Regulations ("Issue Price").

As a part of the expansion program me & objective laid down in the Notice of preferential Issue, our company has acquired controlling interest in M/s. Ideal Systems Private Limited (ISPL) at 4th May, 2015 by way of subscribing 14,53,120 Equity shares of Rs. 10/- each issued at a premium of Rs. 125/- and consequently, ISPL would be treated as subsidiary company of the Asya Infosoft limited now onwards.

we highly believe that the year of 2016-17 will bring us back in the IT industry as a key player & thereby we assure our investors that they will definitely regain the lost confidence with a positive impact shortly with the pace of the sector's growth.

CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business.

DIVIDEND

In order to conserve the resources of the Company, the Board of directors 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 not apply as there is no amount lying in unpaid dividend account.

AMOUNTS TRANSFERRED TO RESERVES

The Board of Directors proposed to carry nil amounts to General Reserve Account CHANGES IN SHARE CAPITAL, IF ANY

Authorized capital of the company has been increased to Rs.17,00,00,000/ (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore seventy lacs) Equity Shares of Rs.10/ (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs. 7,00,00,000/ (Rupees Seven Crore Only) divided into 70,00,000.(Seventy Lacs Only) Equity Shares of Rs.10/ (Rupees Ten Only) each to rank pari passu with the existing Equity Shares of the Company. INFORMATION ABOUT SUBSIDIARY COMPANY

During the year , Company has acquired 1453120 equity shares of Rs. 10/each at a premium of Rs.125/-each of Ideal Systems Private Limited (ISPL) which constitutes 61.58 % of issued and subscribed capital& company has paid Rs. 7 towards the face value of the shares which constitutes 52.88% of paid up equity share capital.

The Company has formulated a policy for determining 'material' subsidiaries pursuant to the provisions of the SEBI (Listing Obligations & Discloser Requirements) Regulations, 2015. The said policy is available at the Company website at the link http://www.sayait.com/Investors/Policies/policy for determining material subsidairy.pdf The consolidated financial statements presented by the Company include the financial information of its subsidiary prepared in compliance with applicable accounting standards. The salient features of Ideal Systems Pvt Ltd. in Form AOC-1 is attached along with Financial statements as required under section 129 (3) of the Companies Act, 2013 . ISPL is engaged in the same line of activities and acquisition is made with a sole object of augmenting short term as well as long term resources of the Company for general corporate purposes.

MATERIAL CHANGES AND COMMITMENTS

Nil

MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2015-16 met 7 times and Audit Committee met four times. All the recommendations made by the Audit Committee during the year were accepted by the Board. The details of the constitution and meetings of the Board and the Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As per the Section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report. STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted Nomination and Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder as per Annexure-1.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, a statement showing the names and other particulars of the employees is furnished as per Annexure-2.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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 that such internal financial controls are adequate and were operating effectively.

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.

DIRECTORS AND KMP

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Sandip R Shah ( DIN:-00912721) would retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board has identified the following officials as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

1. Mr. Ketan N Shah- Managing Director and C.E.O.

2. Mr.Sandip R Shah- Non-executive Director & CFO (W.e.f -05-07-16)

3. Ms.Amisha R Gandhi- Company Secretary (w.e.f. 26.06.2015)

INDEPENDENT DIRECTORS AND DECLARATION

Shri Maheshbhai B Modi, Shri Ashokkumar R Patel , Shri Chintubhai P Shah have been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 on 29/09/2014 for a term of 5 (Five) consecutive years on the Board of the Company.

Further, Mrs Dimple T pandya (DIN 07143532) has also been appointed as an Non-executive Independent women Directors of the Company for a term up to 5 as on 31/3/2015.

AUDITORS AND REPORT THEREON

M/s Jeevan Jagetiya& Co., Chartered Accountants, Ahmadabad retires at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of 2 years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 33rdAGM.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmadabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013.

There are qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation.

The Secretarial Audit Report for the financial year ended, 31st March, 2016 is annexed herewith in Annexure -3 for your kind perusal.

DEPOSITS

The company has not accepted any deposits during the year.

LOANS, GUARANTEES AND INVESTMENTS

Except the following investments made in the subsidiary Company, there were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

INSURANCE

All Inventories including Machinery is adequately insured.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis forms part of this Annual Report & is annexed to the Board's Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Investment has been made to materially significant related party by the Company which may have a potential conflict with the interest of the Company at large and Approval of the Board of Directors & shareholders was obtained wherever required. As there are no specific transactions as mentioned u/s 188 of the companies Act,2013 entered into with Subsidiary company, Form - AOC-2 is not required to attach herewith.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, may be accessed on the Company's website at the link http://www.sayait.com/Investors/Policies/ Policy%20on%20Related%20Party%20Transactions.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of energy

Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable..

B. Technology absorption

There is no research and development activity carried out by the Company.

C. Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Board is also periodically informed of the business risks and the actions taken to manage them. The Company is not required to formulate a policy for Risk management as such but Periodic assessments to identify the risk areas are carried out and management has briefed out on the risks in advance to enable the company to control risk through a properly defined plan with the following objectives:

- Provide an overview of the principles of risk management

- Explain approach adopted by the Company for risk management

- Define the organizational structure for effective risk management

- Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

- Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015 , the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i) & para c, d & e of Schedule V are not applicable to the Company as paid up share capital doesn't exceed Rs. 10 Crore.

The Company has decided to maintain and adhere to the Corporate Governance requirements set out by SEBI voluntarily. The Report on Corporate Governance along with requisite Certificate from M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad is annexed to this Report.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013 The Company has implemented a Whistle Blower Policy, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy are available on Company's website

To Refer Click on http://www.sayait.com/Investors/Policies/Vigil%20mechanism%20Policy%20.pdf

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint has been received on sexual harassment during the financial year 2015-16.

INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial control is in place commensurate with the size of the Company EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-2 herewith for your kind perusal and information.

EQUITY CAPITAL

1.) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

2.) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

3.) BONUS SHARES

No Bonus Shares were issued during the year under review.

4.) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

5.) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued any equity shares with differential voting rights.

SHARES IN SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable

Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil

Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil

MATERIAL VARIATIONS

The company made public issue in the year 1985 hence variations between the projections & actual performance are not relevant as on date.

CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company's operation in future.

ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

Date : 14/08/2016 For and on behalf of the Board

Place : Ahmadabad

Registered office:

H.N. House C-4th Floor, Mr. Ketan Shah

(Nidhi Complex), Stadium 5 Roads, Chairman

Navrangpura, Ahmedabad - 380009 (DIN: 00913411),


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