To The Members,
ASYA INFOSOFT LIMITED
Your Directors have pleasure in presenting the Thirty-Sixth Annual
Report together with the Audited Statements of Account of the Company for the financial
year ended 31st March, 2021.
FINANCIAL RESULTS/ HIGHLIGHTS:
The summarized standalone financial results of the Company for the
period ended 31st March, 2021 are as follows:
(Rupees in Lacs)
|
Current Year |
Previous Year |
Particulars |
Rupees |
Rupees |
Total Income |
3837.61 |
3842 |
Gross Profit |
11.22 |
2.33 |
Less: Depreciation |
1.78 |
1.58 |
Profit/(Loss) before Tax |
9.44 |
0.75 |
Less: Current Tax |
2.45 |
0.20 |
Profit/(Loss) after Tax |
6.99 |
0.55 |
Add: Profit brought forward from Previous Year |
33.42 |
32.86 |
Balance available for Appropriations |
40.41 |
33.41 |
Less: Transfer to Reserve |
00.00 |
00.00 |
Balance carried forward |
40.41 |
33.41 |
CONSOLIDATED FINANCIAL STATEMENT
The Financial Statement of the Company for the Financial year 2020-21
are prepared in compliance with the applicable provisions of the Act, Accounting Standards
and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the
SEBI Regulation). The Consolidated Financial Statement has been prepared on the basis of
the audited financial statement of the Company as approved by their respective Board of
Directors. Pursuant to the provisions of Section 136 of the Act, the Financial Statements
of the Company, the Consolidated Financial Statements along with all relevant documents
and Auditors report thereon form part of this Annual Report. The Financial Statements as
stated above are also available on the website of the Company and can be accessed at the
weblink www. sayait.com.
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.
FINANCIAL REVIEW
The total income for the year was Rs. 3837.61 Lacs as compared to Rs.
3,482.00 Lacs in the previous year. Depreciation was Rs. 1.78 Lacs (Previous Year Rs. 1.58
Lacs). The Provision for Taxation: (i) for the year under report was 2.45 Lacs (Previous
Year Rs. 0.20 Lacs). Profit after tax was Rs. 6.23 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, 2021 stood at
Rs. 2223.2 Lacs as against Rs. 2502.08 on 31st March, 2020.
Changes in Key Financial Ratios:
Ratios |
F.Y. 2020-21 |
F.Y. 2019-20 |
1. Current Ratio |
0.75:1 |
1.14:1 |
2. Debt Equity Ratio |
0.27:1 |
0.20:1 |
3. Operating Profit Margin (%) |
0.89% |
0.56% |
4. Net Profit Margin (%) |
-0.96% |
0.02% |
5. Return on Net Worth (%) |
0.24% |
0.02% |
6. Debtors Turnover Ratio |
1.28 times |
1.44 times |
7. Interest Coverage Ratio |
0.20 times |
0.02 times |
8. Inventory Turnover Ratio |
5529.14 times |
103.51 times |
ADEQUACY OF INTERNAL CONTROL
The Company has a proper and adequate system of internal control in all
spheres of its activities to ensure that all its assets are safeguarded and protected
against loss from unauthorized use or disposition and that the transactions are
authorized, recorded and reported diligently. The Internal control is supplemented by an
effective internal audit being carried out by a professional Chartered Accountant.
The Company ensures adherence to all internal control policies and
procedures as well as compliances with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy of
internal controls.
HUMAN RESOURCES
Relations remained cordial with employees at all levels during the
year.
CORPORATE GOVERNANCE
The Company has complied with applicable provisions of Corporate
Governance as provided under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A separate report on Corporate Governance compliance is included as a
part of the Annual Report along with the Auditors' Certificate.
DEPOSITS
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 respect to Directors' Responsibility Statement, the Directors confirm
that:
1. In the preparation of the annual accounts for the financial
year ended 31st March, 2021, the applicable Indian accounting standards (IndAS)
have been followed and that there are no material departures from the same;
2. Accounting policies selected were applied consistently.
Reasonable and prudent judgments and estimates were made so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2021 and of the
profit for the year ended on that date;
3. Proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
4. The annual Accounts for the Financial Year ended 31st March,
2021 have been prepared on a `going concern' basis.
5. Proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
6. Proper systems devised to ensure compliance with the
provisions of all applicable laws were in place and were adequate and operating
effectively.
SUBSIDIARY COMPANIES
The Company's subsidiary, Ideal Systems Limited is a Non-Listed
Company, having its Registered Office at Ahmedabad. As on March 31, 2021, in accordance
with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it will be
termed as a Material Subsidiary of the Company.
In compliance with the requirements of the provisions of Section 129(3)
read with Rule 5 of Companies (Accounts) Rules, 2014, a Statement in Form AOC-1 containing
the salient features of financial statements in respect of Ideal Systems Limited, a
subsidiary of the Company has been included as a part of this Annual Report.
The Company has framed a `Policy for Determining Material
Subsidiaries' for identifying material subsidiaries and to provide governance
framework for such material subsidiaries. The policy is available on the website of the
Company,www.sayait.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements (CFS) of the Company and its
subsidiary Company viz. Ideal Systems Limited (ISL) are prepared in accordance with the
provisions of Schedule III of the Companies Act, 2013 and relevant Indian Accounting
Standards issued by the Institute of Chartered Accountants of India, as applicable to the
Company and form part of this Annual Report. These Statements have been prepared on the
basis of audited financial statements received from ISL as approved by its Board.
DIRECTORATE
In terms of Section 152 of the Companies Act, 2013, Mr. Ketan N. Shah
Director of the Company is retiring by rotation and being eligible offers herself for re-
appointment.
He is not disqualified from being re-appointed as a Director as
specified under Section 164 of the Companies Act, 2013.
Mrs. Hemal K. Shah, Non Executive Non Independent Women Director have
resigned with effect from 6th October, 2021.
KEY MANAGERIAL PERSONNEL
Mr. Hiren Patel has resigned as Company Secretary & Compliance
Officer from 7th September, 2021 and Mrs. Shrushti Vyas has appointed as
Company Secretary & Compliance Officer from 7th September, 2021.
The Company has appointed Key Managerial Personnel, viz. Shri Ketan N.
Shah, Managing Director & Chief Executive Officer, to inter alia shoulder the
responsibilities in their respective fields as envisaged under the provisions of the
Companies Act, 2013& SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Mr. Jimit K. Shah, Chief financial officer of the company have resigned
with effect from 6th October, 2021.
AUDITORS
M/s. Sparks & Co., Chartered Accountants, Ahmedabad (Firm
Registration No. 101458W) have expressed their unwillingness to continue as the Statutory
Auditors of the Company as indicated in their letter dated 13th November, 2021.
Based on the recommendation of the Audit Committee, the Board of
Director at their meeting held on 9th December, 2021 appointed M/s. M/s.
Chandabhoy & Jassoobhoy., Chartered Accountants, Ahmedabad (Firm Registration No.
101648w as the Statutory Auditors of the Company to fill the causal vacancy.
M/s. Chandabhoy & Jassoobhoy., Chartered Accountants, Ahmedabad
(FRN: 101648w) hold office as the Statutory Auditors of the company for one year from the
conclusion of this Annual General Meeting till the conclusion of next Annual general
Meeting. The Company has received consent to act as the Statutory Auditors of the Company
and certificate from M/s. Chandabhoy & Jassoobhoy, Chartered Accountants, their
appointment, if made, would be within the limits prescribed under Section 141 of the
Companies Act, 2013 and they are not disqualified to be appointed as the Statutory
Auditors. The notes on financial statement referred to in the Auditor's Report are
self-explanatory and do not call for any further explanations.
SECRETARIAL AUDITORS
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 has appointed M/s. Brajesh Gupta & Associates, a firm of Company Secretaries
in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is annexed herewith as Annexure A.
The said report contains observation or qualification certain
observation and qualification which are mentioned her under.
a. Non-Compliance of regulation 6(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, which stipulates that a listed entity shall
appoint a qualified Company Secretary as the Compliance Officer however; the Company has
not appointed the same for the period from 15th July, 2019 to 01st August, 2020.
b. Non-Compliance of regulation 31(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, i.e., 100% of shareholding of promoter(s) and
promoter group should be in dematerialized form.
c. Non-Compliance of regulation 14 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, i.e., every listed Company shall pay listing
fee as applicable to the recognized stock exchange, in the manner as specified by SEBI or
the recognized stock exchange.
d. Non-Compliance of regulation 33(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 i.e., the listed entity shall submit quarterly
and year-to-date standalone financial results to the stock exchange within forty-five days
of end of each quarter, other than the last quarter.
e. Non-Compliance of regulation 31(A)(8)(c) of SEBI (LODR) Regulations,
2015 i.e., the listed entity shall submit intimation in respect of Application for
Reclassification of Promoter Group into Public Category within 24 hours from the
occurrence of event.
f. Non-Compliance of regulation 30 of SEBI (LODR) Regulations, 2015
i.e., the Company has to submit outcome of the Board Meeting within 30 minutes from
conclusion of Board Meeting.
g. Non-compliance regulation 23(9) of SEBI (LODR) Regulations, 2015
i.e., disclosure of related party transactions on standalone & consolidated basis for
half year ended on 30th September, 2020, however, the Company has submitted the same on
29/04/2021.
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.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Mr. Dhaval
Patel, Chairman, Mr. Ravi Mali and Mr. Ketan Shah, members. The role and responsibilities,
Company's policy on directors' appointment and remuneration including the
criteria for determining the qualifications, positive attributes, independence of a
director and other related matters are in conformity with the requirements of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
AUDIT COMMITTEE
The information relating to the composition of the Committee, scope
&term of reference, no. of meetings held and attendance, etc. during the year under
report, are provided in the Corporate Governance Report.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act, and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was
carried out as under:
Board: In accordance with the criteria suggested by the Nomination and
Remuneration Committee, the Board of Directors evaluated the performance of the Board,
having regard to various criteria such as Board composition, Board processes and Board
dynamics. The Independent Directors, at their separate meeting, also evaluated the
performance of the Board as a whole based on various criteria. The Board and the
Independent Directors were of the unanimous view that performance of the Board of
Directors as a whole was satisfactory. Committees of the Board: The performance of the
Audit Committee, the Nomination and Remuneration Committee and the Stakeholders
Relationship Committee was evaluated by the Board having regard to various criteria such
as committee composition, committee processes and committee dynamics. The Board was of the
unanimous view that all the committees were performing their functions satisfactorily and
according to the mandate prescribed by the Board under the regulatory requirements
including the provisions of the Act, the Rules framed thereunder and the Listing
Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Individual Directors:
(a) Independent Directors: In accordance with the criteria suggested by
the Nomination and Remuneration Committee, the performance of each independent director
was evaluated by the entire Board of Directors (excluding the director being evaluated) on
various parameters like qualification, experience, availability and attendance, integrity,
commitment, governance, independence, communication, preparedness, participation and value
addition.
The Board was of the unanimous view that each independent director was
a reputed professional and brought his rich experience to the deliberations of the Board.
The Board also appreciated the contribution made by all the independent directors in
guiding the management in achieving higher growth and concluded that continuance of each
independent director 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 separate meeting. Further, their performance was also evaluated by the
Board of Directors. Various criteria considered for the purpose of evaluation included
qualification, experience, availability and attendance, integrity, commitment, governance,
communication, etc. The Independent Directors and the Board were of the unanimous view
that each of the non-independent directors 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 the employees of the Company for the financial year under report,
percentage increase in remuneration of each Director and KMP, etc. more particularly
described under Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration 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 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 .
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 78,84,720 Equity shares of the
face value of Rs. 10/-each . |
Investment |
Towards subscription of equity shares |
17.86 |
2. |
Abridge Solutions Private Limited |
Towards Subscription of 9,36,720 preference shares of the
face value of Rs. 10/- each . |
Investment |
Towards subscription of preference shares |
0.94 |
3. |
Ideal Systems Ltd. |
Towards balance in bank of Baroda |
guarantee |
NA |
456.28 |
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements entered by the Company
with related parties which are subsisting during the year under Report are provided under
Annexure C in Form AOC 2. The Company has framed a Policy on Related
Party Transactions' for determining related parties, transactions on arm's
length basis and procedures to be followed for obtaining various approvals, etc. The
policy is available on the website of the company, www.sayait.com. As regards the
justification for entering into related party transactions, it may be noted that the same
are entered into due to business exigencies 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 with Rule 8 of Companies (Accounts) Rules, 2014:
(a) The Company has no activity involving conservation of energy or
technology absorption.
(b) The Company does not have any Foreign Exchange Earnings. (c) Outgo
under Foreign Exchange NIL
SEXUAL HARASSMENT
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. Entire staff in the Company
is working in a most congenial manner and there are no occurrences of any incidents of
sexual harassment during the year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board has approved and adopted Vigil Mechanism/Whistle Blower
Policy in the Company. The Brief details of establishment of this Policy are
provided in the Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has formalized risk management system by formulating and
adopting Risk Management Policy to identify, evaluate, monitor and minimize the
identifiable business risks 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.com under Investor Relation Section.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls
within the purview of the limits prescribed under the provisions of Section 197 of the
Companies Act, 2013, read 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 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 the report.
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 and the date or report.
Due to spread of novel corona virus there has been complete lockdown by
the government from 21st March, 2020 to 15th June, 2020. After that
the operation of the company is stopped till 30th June, 2020.
ACKNOWLEDGEMENTS
Your Directors sincerely express their deep appreciation to employees
at all levels, bankers, customers and shareholders for their sustained support and co-
operation and hope that the same will continue in future.
|
For and on behalf of the Board |
|
Sd/- |
|
Ketan N. Shah |
|
Chairman & Managing Director |
Place: Ahmedabad |
(DIN: 00913411) |
Dated: 25.09.2021 |
|