Datasoft Applications Software (India) Ltd Directors Report.

To,

The Members,

DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED

Your Directors have pleasure in presenting their Twenty Seventh Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

1) Performance Highlights (Standalone)

(Rs. In thousand)

2018-19 2017-18
Sales and Other Income 1160 1169
Profit/(Loss) before Tax 68 (247)
Less: Taxes
Current Tax - -
Deferred Tax - -
Profit/(Loss) for the Year 68 (247)
Add Balance in Profit & Loss Account (54852) (54605)
SUB TOTAL (54785) (54852)
Less: Appropriations
Transfer to Reserve (specify) - -
Dividend - -
Dividend Tax - -
CLOSING BALANCE (54785) (54852)

2) Dividend

Due to accumulated losses, Directors regret not to recommend any dividend for the year.

3) Reserves

Your directors do not propose to transfer surplus in profit and loss account for the year to any reserves.

4) Business Review and Prospects

Principal business of the company remains temporarily slowed down 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 restructure the business set up or 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 15(2) of SEBI (Listing Agreement and Disclosure Requirements) Regulations 2015

As per Clause 15(2) of SEBI (Listing Agreement and Disclosure Requirements) Regulations 2015 regarding composition of Board of Directors, Audit and other Committees of directors, Obligations of independent directors and senior management and corporate governance norms are not mandatory for the companies whose paid up capital is less than Rs 10 crores and whose net worth is less then Rs 25 crores. Accordingly the requirements of Management Discussion and Analysis, Auditors’ certificate on Corporate Governance not mandatory for your company.

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 by the regulators or courts or tribunals 8) Detailsofsignificant impacting the going concern status and company’s operations in future

No significant and material orders have been passed by the regulators 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 LLP, Statutory Auditors of the company will hold the office till the conclusion of the ensuing Annual General Meeting. They will be completing their maximum tenure as auditors for ten consecutive years with the conclusion of ensuing annual general meeting. Hence there will be a rotation of auditors. Company places on record deep appreciation for the services provided by them. . The Board recommends appointment of M/s RMJ & Associates LLP, Chartered Accountants as the Statutory Auditors of the company from the conclusion of the 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the Company. The said auditors are eligible and have expressed their willingness to accept the office of auditors.

13) Auditors’ Report

The Auditors’ Report does not contain any qualification,

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 review.

15) Secretarial Auditors’ Report:

The Secretarial Audit Report is attached as an Annexure herewith. Observations by the Secretarial auditors have been noted and corrective actions are under process.

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) Reduction in Capital:

The Company has filed a draft scheme with Bombay Stock Exchange for reduction in its paid up equity share capital. The Board, vide resolution dated 22nd December, 2017, has considered and approved the proposal to reduce the Securities Premium Account of the Company as on 31.03.2017 from Rs. 22,603,200/- to Rs. 2,193, reduction of the entire amount lying to the credit of Share Forfeiture Account of the Company amounting to Rs. 11,869,500/- and part of the fully paid up Share Capital of the Company amounting to Rs. 20,121,600/-, and that such reduction be effected by writing off the entire Accumulated Losses amounting to Rs. 54,592,107/-, subject to the approval from the National Company Law Tribunal and other statutory authorities as and where applicable. The above proposal has been approved by Shareholders vide special resolution passed at Extra-ordinary General Meeting held on 11th April, 2018. The Company has received No objection letter dated 21st February 2018 from Bombay Stock Exchange. Company has filed a petition with NCLT on 10th May 2018 and Company is awaiting its approval.

18) Extract of the annual return

The extract of the annual return in Form No. MGT 9 is attached as an Annexure herewith.

19) Conservation of energy, technology absorption and foreign exchange earnings and outgo

(A) Your company does not entail substantial consumption of energy 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.

20) 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. C.M.Buch (DIN 00326637), Director and Mr.H.J.Shah (DIN 01564722) retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013 offers themselves for reappointment.

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 Mr.Mahesh Kurlawala (DIN 03039899) is proposed to be reappointed as

Independent director for a further term of five years till 29 th September 2024 and Mrs. Lakshmi Nazareth (DIN 03413368) continue as Independent Director.

21) Number of meetings of the Board of Directors

Board meetings were held. These Duringtheyear underreviewfive meetings were held on 21/05/2018, 13/08/2018, 23/08/2018, 13/11/2018 and 04/02/2019.

22) Particulars of loans, guarantees or investments under section 186

Your company has not granted any such loans or issued any guarantees or made investments.

23) Particulars of contracts or arrangements 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".

24) Managerial Remuneration:

There are no employees 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 does not receive any remuneration or commission from any of its subsidiaries.

25) Risk management policy

Except for external general business risks, 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.

26) 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.

27) Committees of the Board

Currently the board has three committees: the Audit committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

Audit committee: This committee comprises three Directors namely Independent Director Mr. Mahesh Kurlawala (DIN 03039899) (Chairman of committee), Independent Director Mrs. Lakshmi Nazareth (DIN 03413368) and Mr. C. M. Buch (DIN 00326637). All the recommendations made by the audit committee were accepted by the Board.

Nomination and Remuneration Committee: The Nomination and Remuneration Committee comprises three directors; Mr. Mahesh Kurlawala (DIN 03039899) (Chairman of committee), Mr. R.M.Bhuta (DIN 00242031) and Mrs.Lakshmi Nazareth (DIN 03413368).

Stakeholders Relationship Committee: The Stakeholders Relationship Committee comprises three directors; Mr. Hasmukh J Shah (DIN 01564722)(Chairman of committee), Mr. Mahesh Kurlawala (DIN 03039899) and Ms. Lakshmi Nazareth (DIN 03413368). 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.

28) Corporate Social Responsibility

Rules regarding Corporate Social Responsibility are not applicable to your company.

29) Board Evaluation

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.

30) Internal financial controls

The company has in place adequate internal financial controls commensurate with the size and nature of its business, with reference to financial statements. During the year such controls were tested and no reportable material weaknesses in the design or operation were observed.

31) 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 such internal financial controls are adequate and are 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.

32) Vigil Mechanism / Whistle Blower Policy:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

33) Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

34) Acknowledgements

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
Place : Mumbai H. J. Shah
Date: 22/08/2019 Chairman
DIN 01564722