| Dear members,
The directors present their Twenty Second Annual Report, together with
Audited Accounts for the year ended on 31st March, 2014. Pursuant to
the clarification issued by the Ministry of Corporate Affairs (MCA)
vide its General Circular No. 08/2014 dated 4th April, 2014 statement
of accounts, auditors's report, Board's Report and attachment thereto
have been prepared in accordance with the provisions contained in the
Companies Act, 1956 as the provisions of the Companies Act, 2013 has
been made applicable for the financial year commencing on or after
1-4-2014.
1. FINANCIAL RESULTS
(Rs. In Lakhs)
2013-2014 2012-2013
Sales and Other Income 7.77 7.44
Profit/(Loss) before depreciation 5.69 5.22
Divisible Profit/(Loss) 5.69 5.22
Retained Profit/(Loss) 5.69 5.22
Dividend - -
Accumulated loss (560.12) (565.81)
2. DIVIDEND
Due to accumulated losses Directors regret to recommend any dividend
for the year ended on 31st March 2014.
3. BUSINESS REVIEW AND FUTURE 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.
4. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors
confirm:
a) that in the preparation of annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from it.
b) that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of the affairs
of the company at the end of financial year and of profit of the
Company for that year.
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
Companies Act 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
d) that considering the fact that the company's net worth is positive
and that company has investible surplus after meeting its liabilities
fully, the annual accounts are prepared on 'going concern' basis. The
values of the 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 adjustments are required in the
accounts.
5. CORPORATE GOVERNANCE
A report of the auditors of your company regarding compliance of the
conditions of Corporate Governance as stipulated by clause 49 of the
Listing Agreement with stock exchange is attached herewith. Management
Discussion and Analysis Report is appearing below in this Report and
not by way of separate annexure.
6. MANAGEMENT DISCUSSION AND ANALYSIS
a) Industry Structure and Development
The domestic IT market for Small to Medium enterprises is growing
rapidly. The growth rate for the software industry is expected to be
around 20% per annum.
b) Outlook, Opportunities and Threats
Your company has temporarily suspended its software related activities
and the company is looking for strategic partner, who can bring in
required resources to recommence its activities. Your directors are
considering various options to recommence the business.
c) Segment wise Performance
The only source of income for Company is interest earned on idle funds
temporarily invested in loans / deposits. Hence no disclosure under
Accounting Standard - 17, "Segment Reporting" is required in these
financial statements. There is no reportable geographical segment.
d) Internal Control System and their adequacy
The company has adequate internal control procedures commensurate with
its size and nature of business.
7. ADDITIONAL DISCLOSURES
In accordance with the Accounting Standards prescribed by the Institute
of Chartered Accountants of India, your Company has made additional
disclosures in respect of related party transactions and earnings per
share. These statements have been audited by the Statutory Auditors and
are part of the Annual Report.
8. AUDITORS' OBSERVATIONS :
Clarifications on the auditors' observation is as under:
Considering the fact that the Company's net worth is positive and that
the Company has investible surplus after meeting its liabilities fully,
the annual accounts are prepared on 'Going Concern' basis. The values
of the 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 adjustments are required in the
accounts.
9. PERSONNEL
In view of absence of any business there are no employees. Your company
will recruit new employees as soon as it recommences the business.
10. DIRECTORS
As per the provisions of Section 152(6) of the Companies Act, 2013,
2/3rd of Non-Independent Directors will be liable to retire by rotation
and out of which 1/3rd will retire by rotation this year. Accordingly,
Mr. C. M. Buch retires by rotation and being eligible and not being
disqualified under section 164 of the Companies Act, 2013 offers
himself for reappointment. He is a Chartered Accountant.
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, resolutions
proposing appointment of Independent Directors form part of the Notice
of the Annual General Meeting. Since all the Independent Directors are
current Directors and only their terms are being extended and hence the
provisions of Section 160 of the Companies Act, 2013 are not
applicable.
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 and under Clause 49 of the Listing Agreement
with the Stock Exchanges. Details of the proposal for extending the
duration of the office of the independent directors namely Mr. Mahesh
Kurlawala, Mr. Ravindra Malgaonkar, Mr. Ajay Nagpal and Mr. Shailesh
Bendugade are mentioned in the Explanatory Statement under Section 102
of the Companies Act, 2013 of the Notice of the 22nd Annual General
Meeting.
11. DEPOSITS
The company has not accepted any Fixed Deposits from the public.
12. LISTING REQUIREMENTS
Your company's equity shares are listed at Mumbai and Ahmedabad Stock
Exchanges.
13. DEMATERIALISATION OF SHARES
Approximately 88.95% of the shares issued by the company have been
dematerialized.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.
Since Company has temporarily suspended its business activities, the
information as required under Section 217(1)(e) of the Companies Act
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988 is not applicable. Company has
neither earned nor spent any foreign exchange during the year.
15. GREEN INITIATIVES
The Company has started transmitting Annual Report through electronic
mode-email to the shareholders who have preferred to receive Annual
Report through electronic mode and initiated steps to reduce
consumption of paper.
16. PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration of Rs. 5,00,000/- per
month or more or Rs. 60,00,000/- per annum or more during the year
under review.
17. AUDITORS
M/s Kanu Doshi Associates, Chartered Accountants, auditors of the
Company, retires at the forthcoming Annual General Meeting and being
eligible offer themselves for reappointment.
The Directors recommend the appointment of Kanu Doshi Associates,
Chartered Accountants, as auditors of the Company. A suitable
resolution in this behalf forms part of the Agenda for the forthcoming
Annual General Meeting of the Company.
18. GENERAL DISCLOSURES
Notes forming part of the Accounts are self-explanatory. Since the
Company has not been carrying out any activities provisions relating to
appointment of VAT Auditors, Cost Auditors and Internal Auditors do not
apply. The Company has not resorted to any Buy Back of its shares
during the year under review.
19. ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the
continued support received from shareholders and other stakeholders,
banks and government departments.
BY ORDER OF THE BOARD OF DIRECTORS
For DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
Place : MUMBAI Chandan M. Parmar
Date : 29-05-2014 Managing Director and Chief Executive Officer |