asya infosoft ltd Directors report

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 31^st March, 2021 stood at Rs. 2223.2 Lacs as against Rs. 2502.08 on 31^st March, 2020.

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:

SUBSIDIARY COMPANIES

The Companys 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 6^th October, 2021.

KEY MANAGERIAL PERSONNEL

Mr. Hiren Patel has resigned as Company Secretary & Compliance Officer from 7^th September, 2021 and Mrs. Shrushti Vyas has appointed as Company Secretary & Compliance Officer from 7^th 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 6^th 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 13^th November, 2021.

Based on the recommendation of the Audit Committee, the Board of Director at their meeting held on 9^th 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 Auditors 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, Companys 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

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 arms 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 21^st March, 2020 to 15^th June, 2020. After that the operation of the company is stopped till 30^th June, 2020.

ACKNOWLEDGEMENTS