ASYA INFOSOFT LIMITED › bseplus › AnnualReport › 511144 › ...ASYA INFOSOFT LIMITED (Erstwhile known as ASYA Infrastructure & Tourism Corporation Ltd) (Formerly known as SAYA

31st

ANNUAL REPORT2015-2016

ASYA INFOSOFT LIMITED

Company Information

Board of Directors : Mr. Ketan N Shah Managing Director (00913411)

Mr. Sandip R. Shah Director (00912721)

Mr. Maheshbhai B. Modi Director (00031523)

Mr. Chintubhai P. Shah Director (00041880)

Mr. Ashokkumar R. Patel Director (02993352)

Mrs. Dimple T. Pandya Director (07143532)

Bankers : Union Bank of India

Syndicate Bank

HDFC Bank

Auditors : Jeevan Jagetiya and Co.

(FRN 121335W)

Chartered Accountants,

210, SHILP II, Above HDFC bank, Near Income-tax

circle, Ashram road, Ahmedabad - 380009.

Company secretary & compliance officer : Ms. Amisha Rajendrabhai Gandhi

Registered Office : H.N. House, 4th Floor (Nidhi Complex),

Above Stadium Underbridge, Stadium Five Roads,

Navrangpura Ahmedabad - 380009.

Contact No : 079-40026440, 079-26462334

Website & Email Id : www.sayait.com

[email protected]


ASYA INFOSOFT LIMITED(Erstwhile known as ASYA Infrastructure & Tourism Corporation Ltd)

(Formerly known as SAYA Housing Finance Company Ltd)

NOTICE

Notice is hereby given that 31st Annual General Meeting of the Company will be held at its Registered Office situated

at H.N. House C-4th Floor, (Nidhi Complex), Stadium 5 Roads, Navrangpura, Ahmadabad – 380009 on Thursday, 29th

September, 2016, at 12.00 pm to transact the following business.

ORDINARY BUSINESS:

1. To consider and adopt:

a. the audited financial statement of the Company for the financial year ended 31st March, 2016, the reports of

the Board of Directors and Auditors’ Report thereon; and

b. the audited consolidated financial statement of the Company for the financial year ended 31st March, 2016

and Auditors’ Report thereon.

2. To appoint a Director in place of Shri Sandip R Shah (DIN: 00912721), who retires by rotation and, being eligible,

offers himself for reappointment.

3. To ratify the appointment of the Auditors and fix their remuneration.

SPECIAL BUSINESS

4. TO MAKE INVESTMENT IN THE OTHER BODY CORPORATE/(S) IN EXCESS OF THE AGGREGATE OF THE PAID UPSHARE CAPITAL AND FREE RESERVES .

To consider and if thought fit, to give your assent/dissent to pass the following resolution as a Special Resolution:-

“RESOLVED THAT Pursuant to the provisions of Section 186 and other applicable provisions, if any of the Companies

Act, 2013 read with Rules made hereunder (including any statutory modification (s) or re-enactment thereof for

the time being in force),the provisions of the Memorandum and articles of Association of the company and

subject to the necessary approvals/consent/ sanctions/permissions of appropriate authorities, as may be necessary,

consent of the members of the company be and is hereby accorded to the Board of Directors of the company to

invest/acquire the securities of any body corporate by way of subscription/purchase or otherwise which may or

may not be subsidiary(ies) of the company and/or which can result into making the body corporate as subsidiary

of the Company from the time to time in one or more tranches as the Board may think fit to the extent of

Rs.40crore (Rupees Forty crore only) which shall be in excess of and in addition to the threshold limit as

prescribed under section 186(2) of the Act.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized

to negotiate and finalize the terms and conditions of such investments and to take such other steps as may be

necessary for obtaining approvals, statutory contractual or otherwise, if any, as may be required ,in relation to

the above and to settle all matters arising out of and incidental thereto, and to sign and execute all agreements,

deeds, applications, documents and writings that may be required and to do all such acts, deeds and things that

may be necessary , proper, expedient or incidental therewith”.

5. To approve Related party transactions to be entered into by the company with related parties.

To consider and if thought fit, to give your assent/dissent to pass the following resolution as an OrdinaryResolution:-

“RESOLVED THAT pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies

Act, 2013 read with applicable Rules under Companies (Meetings of Board and its Powers) Rules, 2014 and in

terms of applicable provisions (including any amendment, modification or re-enactment thereof), consent of the

Company be and is hereby accorded for entering into the following Related Party Transactions with respect to

availing of services by/to the Company with effect from 1/10/2016 and every year thereafter, up to the maximum

amounts per annum as appended in table below:

ANNUAL REPORT 2015-2016 1

ANNUAL REPORT 2015-20162


Sr. Nature of the Name of Related Name of the KMP/ Receipts PaymentNo. transactions as per Parties Director who is (Rs. (Rs.

Section 188 of the related and nature In Crores) In Crores)Companies Act, 2013 of their relationship

1 Purchase of Goods Ideal Systems Mr. Ketan Shah, - 12,00,00,000

Pvt. Ltd. Managing Director and

Sale of Goods Mr. Sandip Shah, 10,00,00,000 -

2 Rendering any services Directors of the Company - 25,00,00,000

Availing any services are also Directors in Ideal 20,00,00,000 -

Systems Pvt. Ltd.

(Subsidiary Company)

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts,

matters, deeds and things and to settle any queries that may arise with regard to any transaction with the

Related party and execute such agreements, documents and writings and to make such filings as may be necessary

for the purpose of giving effect to this resolution, in the best interest of the company.”

Registered Office:- For and on behalf of the BoardH. N. House, 4th floor, Nidhi Complex,Navrangpura, Ahmedabad- 380009 Ketan ShahPlace : Ahmedabad Chairman & Managing DirectorDate : 14/08/2016 (DIN: 00913411)

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll

instead of himself and proxy need not be a member of the company.

Proxies, in order to be effective, must be received by the Company, duly filled, stamped and signed, at its

Registered Office not less than 48 hours before the Meeting.

Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions

/ authority, as applicable, issued on behalf of the nominating organisation.

A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more

than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be

appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights,

then such proxy shall not act as a proxy for any other person or Member.

2. The Statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013 (‘‘the Act’’),

concerning the Special Business in the Notice is annexed hereto and forms part of this Notice.

3. Corporate Members intending to send their authorised representatives to attend the AGM are requested to send

a duly certified copy of their Board Resolution authorising their representatives to attend and vote at the AGM.

4. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be

entitled to vote.

5. Members / Proxies / Authorised Representatives should bring the enclosed Attendance Slip, duly filled in, for

attending the Meeting. Copies of the Annual Report or Attendance Slips will not be distributed at the Meeting.

6. Relevant documents referred to in the accompanying Notice and the Statement, are open for inspection by the

members at the Registered Office of the Company on all working days, except Saturdays, during business hours up

to the date of the Meeting.

7. Profile of the Directors seeking appointment / re-appointment, as required in terms of Regulation 36 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Notice.

8. Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer

Books of the Company will remain closed from Thursday 22nd September 2016 to Thursday, 29th September 2016

(both days inclusive).



9. SEBI has mandated the submission of Permanent Account Number (PAN) for participating in the securities

market, deletion of name of deceased holder, transmission / transposition of shares. Members are requested to

submit the PAN details to their Depository Participant (DP) in case of holdings in dematerialised form or to

Bigshare Services Private Limited, E2/3,Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri ( East ),

Mumbai 400 072 in case of holdings in physical form, mentioning your correct reference folio number.

10. Members holding shares in physical form are requested to consider converting their holding to dematerialised

form to eliminate all risks associated with physical shares and for ease in portfolio management. Members can

contact Bigshare Services Private Limited , E2/3,Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri

(East), Mumbai 400 072 for assistance in this regard.

11. The Annual Report of the year 2015-16 of the Company circulated to the Members of the Company, will be made

available on the Company’s website at www.sayait.com and also on the website of the respective Stock Exchanges

at www. bseindia.com.

12. Members desirous of getting any information about the Accounts of the Company are requested to write to the

Company atleast seven days in advance of the Meeting, so that the information can be kept ready at the Meeting.

Process and manner for members opting for voting through Electronic means:

(i) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies

(Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure

Requirements)Regulations,2015, the Company is pleased to provide to its members facility to exercise their right

to vote on resolutions proposed to be passed in the Meeting by electronic means. The members may cast their

votes using an electronic voting system through remote e-voting services provided by Central Depository Services

Limited (CDSL) from a place other than the venue of the Meeting.

(ii) The Members whose names appear in the Register of Members / List of Beneficial Owners as on 22nd September,

2016 (cut – off date) are entitled to avail the facility of remote e-voting as well as voting at the AGM. Any

recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.

(iii) A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice

of the AGM and prior to the Cut-off date i.e. 22nd September, 2016, shall be entitled to exercise his/her vote

either electronically i.e. remote e-voting or through the Poll Paper at the AGM by following the procedure

mentioned in this part.

(iv) The remote e-voting will commence on 26th September, 2016 at 09.00 a.m. and ends on 28th September, 2016 at

5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in

dematerialized form, as on the cut-off date 22nd September, 2016, may cast their vote electronically. The members

will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-

voting module shall be disabled for voting by CDSL thereafter. The e-voting module shall be disabled by CDSL for

voting thereafter.

(v) Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or

cast the vote again.

(vi) The facility for voting through Poll Paper would be made available at the AGM and the members attending the

meeting who have not already cast their votes by remote e-voting shall be able to exercise their right at the

meeting through Poll Paper. The members who have already cast their vote by remote e-voting prior to the

meeting, may also attend the meeting, but shall not be entitled to cast their vote again.

(vii) The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the

Company as on the Cut-off date i.e. 22nd September, 2016.

(viii)The Company has appointed Mr. Ishan Pinakin Shah, an advocate to act as the Scrutinizer for conducting the

remote e-voting process in a fair and transparent manner.

The procedure and instructions for remote e-voting are, as follows:

Step 1 : Open your web browser during the voting period and log on to the e voting website www.evotingindia.com

Step 2 : Now click on “Shareholders” to cast your votes.



Step 3 : Now, fill up the following details in the appropriate boxes:

User-ID a) For CDSL : 16 digits beneficiary ID

b) For NSDL : 8 Character DP ID followed by 8 Digits Client ID

c) Members holding shares in physical form should enter the Folio Number registered with

the Company.

Step 4 : Next, enter the Image Verification as displayed and Click on Login.

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier voting of any company, then your existing password is to be used.

Step 5 : If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository

Participant are requested to use the sequence number in the PAN field. The

Sequence Number will be intimated to such member by way of a letter.

• In case the sequence number is less than 8 digits enter the applicable number

of 0’s before the number after the first two characters of the name in CAPITAL

letters.Eg. If your name is Ramesh Kumar with sequence number 1 then enter

RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company

records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or in the

Bank Details company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details

are not recorded with the depository or Company please enter the member id

/ folio number in the Dividend Bank details field as mentioned in instruction

(v).

Step 6 : After entering these details appropriately, click on “SUBMIT” tab.

Step 7 : Members holding shares in physical form will then reach directly the Company selection screen. However,

members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are

required to mandatorily enter their login password in the new password field. Kindly note that this

password is to be also used by the demat holders for voting for resolutions of any other company on

which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is

strongly recommended not to share your password with any other person and take utmost care to keep

your password confidential.

If Demat account holder has forgotten the changed password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.

Step 8 : For Members holding shares in physical form, the details can be used only for e-voting on the resolutions

contained in this Notice.

Step 9 : Click on the EVSN for the relevant <Company Name> on which you choose to vote.

Step 10 : On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/

NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the

Resolution and option NO implies that you dissent to the Resolution.

Step 11 : Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

Step 12 : After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will

be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on



“CANCEL” and accordingly modify your vote. Once you “CONFIRM” your vote on the resolution, you will

not be allowed to modify your vote.

Step 13 : You can also take out print of the voting done by you by clicking on “Click here to print” option on the

Voting page.

Step 14 : Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required

to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be

emailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login and

password. The Compliance user would be able to link the account(s) for which they wish to vote

on.

• The list of accounts should be mailed to [email protected] and on approval of the

accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in

favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer

to verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)

and e-voting manual available at www.evotingindia.com under help section or write an email to

[email protected].

13. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.sayait.com

and on the website of CDSL i.e. www.cdslindia.com within three days after the conclusion.

14. Details of the Directors seeking re-appointment in the 31st Annual General Meeting Pursuant to SEBI (Listing

Obligations & Disclosers Requirements) Regulations, 2015 are provided below:

Particulars Shri Sandip Shah

Relationships with other Directors None

Date of Appointment 11/7/2012

Expertise Marketing, technical Expertise,

Project Implementation

Qualification B. E.

No. of Equity Shares held in the Company 391850

List of other companies in which directorship are held No

Chairmanship/ Membership of committees(includes only No

Audit Committee and Shareholders Grievances Committee)

Note: The Directorships held by Directors as mentioned above, do not include Directorships of Private Limited Companies.




EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

As required by Section 102 of the Companies Act, 2013 (the Act), the following Explanatory Statement sets out all

material facts relating to the business mentioned under Item No 4&5 of the accompanying Notice dated 14/08/2016:

Item No:-4

In order to make optimum use of funds available with the Company and also to achieve long term strategic and

business objectives, the Board of Directors of the Company proposes to make use of the same by making investment

in other bodies as and when required. The Investment Strategy can be used by the Board of Directors of the Company

for expansion of present business of the Company.

Accordingly, as per the provisions of Section 186 of the Act read with the rules made there under, the Company is

required to obtain the prior approval of the members by way of a Special Resolution for acquisition by way of

subscription, purchase or otherwise, the securities of any other body corporate exceeding sixty percent of the aggregate

of the paid up capital, free reserves and securities premium account or hundred percent of its free reserves and

securities premium account whichever is more. The increasing business operations and future growth plans of the

Company may necessitate making investments into other body corporates.

It is, therefore, necessary to authorise the Board to acquire by way of subscription, purchase or otherwise the

securities of other bodies corporate upto the limits provided in the proposed Special Resolution. Hence, prior approval

of the members of the Company is sought for exercising these powers by the Board.

The Board of Directors recommends the said resolution for your approval.

None of the Directors, Key Managerial Personnel of the Company or their relatives or any of other officials of the

Company as contemplated in the provisions of Section 102 of the Companies Act, 2013 are concerned or interested,

financially or otherwise, in the said resolution.

Item No:-5

The Companies Act, 2013 aims to ensure transparency in the transactions and dealings between the related parties of

the Company. The provisions of section 188(1) of the Companies Act, 2013 that govern the Related Party Transactions,

Requires that for entering into any contract or arrangement as mentioned herein below with the related party, the

Company must obtain the prior approval of shareholders by way of Ordinary Resolution in case of;

1. Sale, purchase or supply of any goods or materials directly or through appointment of agents exceeding ten

percent of the turnover of the Company or rupees one hundred crore, whichever is lower as mentioned in Clause

(a) and Clause (e) respectively of sub-section (1) of Section 188.

2. Leasing of property of any kind exceeding ten percent of the net worth or exceeding ten percent of turnover of

the Company or rupees one hundred crore, whichever is lower as mentioned in clause (c) of sub-section (1) of

Section 188.

3. availing or rendering of any services directly or through appointment of agents exceeding ten percent of the

turnover of the Company or rupees fifty Crore, whichever is lower, as mentioned in clause (d) and clause (e) of

sub-section (1) of Section 188.

In the light of the provisions of the Companies Act, 2013, the Board of Directors of your Company has approved the

proposed transactions along with annual limit that your Company may enter into with the related parties (as defined

under section 2(76) of the Companies Act, 2013) the name of the related parties, name of the Director or Key

Managerial Personnel who is related, if any and nature of relationship is mentioned in the resolution.

The respective transactions have been carried out on arm’s Length basis and all factors relevant to the respective

transactions have been considered by the Board.

Except Mr. Ketan N Shah and Mr. Sandip R shah, none of the Directors and Key Managerial Personnel of the Company

or their relatives is concerned or interested, financially or otherwise, in the said resolution.




DIRECTOR’S REPORT

To,

The Members of

Asya Infosoft Limited

Your 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 - - 966.42

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.

Sr No. Particulars

1 violations of sub section (7) of section 186 The company has not charged any interest as the projects

of the Companies Act, 2013 are under execution.

2 violations of section 203 of the companies Act, Appointment of CFO has already been made & effective

2013- Chief financial officer. from 05-07-2016

3. Non-compliance in filing of form/late filing Company has filed ROC forms with additional fees.

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.

Sr Name of party Particulars of loan, Nature Purpose for which it Amount

No guarantees and investments shall be used

1 Ideal Systems pvt Ltd Investment made Capital With an object to 13,75,87,500

form subsidiary

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 ANDREDRESSAL) 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),



ANNEXURE-1PARTICULARS OF REMUNERATION

Information in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. The ratio of the remuneration of each director to the median remuneration of the employees for thefinancial year 2015-16

Name of Director Designation Remuneration of the Median remuneration Ratio of remuneration of the

Directors for 2015-16 of the employees directors to the median

(Rs. in Lacs) (Rs. in Lacs) remuneration of the employees

Nil Nil Nil 184200 Nil

ii. The percentage increase in remuneration of each Director, CFO, CEO, CS in the financial year

Name of CS Designation Percentage increase in remuneration

Amisha R Gandhi Company secretary NA

iii. The percentage increase in the median remuneration of employees in the financial year 2015-16: Nil

iv. There were 4 employees on the rolls of Company as on 31st March, 2016.

v. Average percentile increase in the salaries of employees other than the managerial personnel in the lastfinancial year and its comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances for increase in the managerialremuneration

Average KMP Salary Increase:-NA while Average Employees Salary Increase: NIL

Variable compensation is an integral part of the total pay package and is based on individual performance rating

and business unit performance. The average percentile increase (decrease) in the remuneration of employees

compared to KMP is in line with benchmark studies and the performance of the company over a period of time.

There is no exceptional increase in the managerial remuneration.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company

Company confirms the same.

ANNEXURE-2PARTICULARS OF EMPLOYEE

Information in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. Particulars of top ten Employee in terms of remuneration drawn

Name & Designation Remuneration Nature of Qualifications Total Date of Age Last % of

of Employee Received Employment Experience Commencement Employ- Shares

(Rs. in Lakh) (In years) of Employment ment held Equity

Amisha R Gandhi 216000 Company CS, LLB 1 June, 2015 25 —- ——-

Secretary

Parth Anandpara 2,04,000 Software MCA 4 Apr-14 26 __ __

Developer

Maulik Parikh 1,64,400 Tech SSC 5 Apr-15 26 ___ __

Support

Pravin Amin 90,000 Peon SSC 9 Apr-14 35 __ __

ii. Employees who are employed throughout the year and in receipt of remuneration aggregating Rs.1,02,00,000/- or more per year: Nil

iii. Employees who are employed part of the year and in receipt of remuneration aggregating Rs. 8,50,000/-per month: Nil



ANNEXURE TO DIRECTOR’S REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

The company is engaged in a single segment, namely, Information technology & support services.

1. INDUSTRY STRUCTURE AND DEVELOPMENTS

IT sector is India’s one of the largest sectors in the country in terms of overall development & contribution it

renders towards other incilliary business .

Today’s highly connected global business world is utilizing information on the strong foundations of high-

performance software. The entry of major private players in the IT sector has created vast opportunities for the

sector by cutting edge competitive advantage & by providing right information about your business on your

fingerprints at the right time. Emergence of qualified students from best institutions & advanced gadgets has

given rise to technical literacy at its best.

Right from the beginning of our activities as an IT group , we are constantly upgrading our performance and

professional business skills by keeping abreast of the continuous changing scenario of the IT world. some of the

expertise we render is in the areas of :

þ Database Application on Web based & Client – Server Technology

þ Outsourcing

þ Networking Solutions, Customized ERP

þ Web base application, e-Governance Service,

þ Manpower Service Provider

þ Document Management System

We have established ourselves as one of Gujarat’s highly performing software companies. Government of Gujarat

has recognized us as one of the “Total Solutions” providing Company for its pioneering mega “e-governance”

project.

Focus of our team of professionals is on Knowledge Management, Enterprise Integration, and Technological

migration to the web-base or best-suitable platform.

2. OPPRTUNITIES & OUTLOOK

The Indian IT sector has drastically been developed by a number of small players with relatively low levels of

expertise and/or financial resources. Keeping in mind the future resources of Income & projected business plans,

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.

In nutshell, the company strongly believes and practices the motto that it should give maximum performance,

scalability and efficiency to its clients & highest return to its Shareholders against their respective investments

made in our company.

3. RISKS, CONCERNS & THREATS

The key challenges that the Indian IT industry is facing today are:

• labour turnover ratio,

• shortage of qualified manpower at times,

• Difficulties in adjusting with current scenario or pacing with them.



4. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that

all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and

procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized,

recorded and reported correctly.

Committee reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are

protected against loss and that the financial and operational information is accurate and complete in all respects.

The Audit Committee approves and reviews audit plans for the year based on internal risk assessment. Audits are

conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee of

the Board following which corrective action is recommended for implementation. All these measures facilitate

timely detection of any irregularities and early remedial steps with no monetary loss.

5. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Net revenue from operations is Rs. 85.43 lacs, generated from consolidated financials but it foresees for the

acquisition of ISPL in the months to come & accordingly we hope for the prospective & strong financials.

6. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OFPEOPLE EMPLOYED

There is no material development in human resources and industrial relations are cordial. The Holding company

has employed four personnel while Subsidiary company has 102 employees working on the whole under this IT

platform.

CAUTIONARY NOTE

The statements forming part of the Directors’ Report may contain certain forward looking remarks within the meaning

of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements

of the Company to be materially different from any future results, performances or achievements that may be expressed

or implied by such forward looking statements.

Place : Ahmedabad For and on behalf of the Board

Date : 14/08/2016

Registered Office:

H. N. House, 4th floor, Nidhi Complex, Ketan ShahNavrangpura, Ahmedabad- 380009 Managing Director



ANNEXURE - 3FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2016(Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014)

To,

The Members,


We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to

good corporate practices by Shah Foods Limited (hereinafter called the company). Secretarial Audit was conducted in

a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and

expressing our opinion thereon.

Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and other Records

maintained by the Company and also the information provided by the Company, its officers, agents and authorized

representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during

the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the

Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to

the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company

for the financial year ended on 31st March, 2016 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made there under;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (up to 14th

May, 2015)

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (effective

from 15th May, 2015);

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client – not applicable;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

Based on our verification, we have observed that the SEBI Regulations mentioned at (d), (e), (g) and (h) are not

applicable to the Company during the year as it has not:

i. Listed Debt Capital;

ii. Proposed to Delist its Equity Shares;

iii. Proposed to Buy Back any of its Securities.

VI. Specifically applicable Laws to the Company, as identified and confirmed by the Management.

I. Information Technology Act,2000 (as amended in 2008)

II. Reserve Bank of India,1934

III. Gujarat stamp Act,1958



IV. Labor Laws applicable to the Employees of the Company:

i. Provident Fund Act, 1952;

ii. Professional Tax Act, 1975;

iii. The Payment of Gratuity Act, 1972

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of

Directors (SS 1) and General Meeting (SS 2).

b) Clauses of Listing Agreements (applicable till November 30, 2015) entered into by the Company with BSE Limited

and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (effective from December 01,

2015).

WE FURTHER REPORT THAT:

1. During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations,

Guidelines etc mentioned above except the following:

Under the Companies Act, 2013

Sections under the Companies Act, 2013 Non Compliances

Section204 & 138 The Company has not appointed CFO & Internal Auditor in FY 15-16.

Section 186 The company has not charged any interest as the projects are under

execution.

Late/Non –filing of forms Certain forms filed after due date/not filed till date of this report.

2. 25,73,950 Equity shares were listed on BSE vide letter dtd 21st March & 28th March, 2016 But application to

NSDL/CDSL was not made till date of this report.

3. Compliances of applicable Financial Laws including, Direct & Indirect Tax Laws by the Company has not reviewed

in this Audit Report; since the same has been subject to reviewed by the Statutory Auditor & other Designated

Professionals by the company.

However, As per the management letter, there is default in filing ST Return under Finance Act (Service Tax )1944.

4. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-

Executive Directors and Independent Directors.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further

information and clarifications on the agenda items before the meeting and for meaningful participation at

the meeting.

• Majority decision is carried through while the dissenting members’ views are captured and recorded as part

of the minutes.

5. Based on our review of Compliance Mechanism established by the Company and on the basis of Compliance

Certificate(s) issued by the Managing Director and taken on record by the Board of Directors at their meeting(s),

we are of opinion that, there are adequate systems and processes in place in the Company, which is commensurate

with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

As informed the Company has responded appropriately to the notices received from various statutory/regulatory

authorities including initiating action for corrective measures, wherever focused necessary.

We further report that:

During the audit period there are no events/actions having a major bearing on the Company’s affairs in pursuance of

the above referred Laws, Rules, Regulations, Guidelines etc referred above.

Pinakin Shah & Co.Company Secretaries

Pinakin ShahDate : 01/08/2016 Proprietor

Place : Ahmedabad FCS: 2562; COP: 2932



ANNEXURE-4To,

The Members,


Our report of even date is to be read along with this letter.

Management Responsibility:

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is

to express an opinion on these secretarial records based on our audit.

Auditors Responsibility:

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the

correctness of the contents of the secretarial records. The verification was done on test basis to ensure that

correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide

a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the

Company or verified compliances of Laws other than those mentioned above. Wherever required, we have obtained

the management representation about the Compliance of laws, rules and regulations and happening of events

etc.

4. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the

responsibility of management. Our examination was limited to the verification of procedures on test basis.

Disclaimer:

5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy

or effectiveness with which the management has conducted the affairs of the Company

Pinakin Shah & Co.Company Secretaries

Pinakin ShahDate : 01/08/2016 Proprietor

Place : Ahmedabad FCS: 2562; COP: 2932



ANNEXURE–5FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Actand Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/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 arm’s length transactions under

third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered into during the year ended 31st March, 2016,

which were not at arm’s length basis. Therefore, no details of contract or arrangements are required to disclose.

2. Details of contracts or arrangements or transactions at arm’s length basis:

Name of Related Party

Nature of Relationship

Nature of contracts/

arrangements/ transaction

Duration of Contracts/

Arrangements/ Transactions

Salient terms of the Contracts or

arrangements or transaction including the

value, if any

Date of approval by

Board

Amount Accepted during the

year (Amt in Rs)

NA



“Annexure-C”FORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1)of the Company (Management & Administration) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

1. CIN L72900GJ1985PLC029849

2. Registration Date 02/12/1985

3. Name of the Company Asya Infosoft Limited

4. Category/Sub-category of the Company Category: Company Limited by Shares

Sub Category: Indian Non-Government Company

5. Address of the Registered office & contact details H.N. HOUSE 4TH FLOOR NIDHI COMPLEX

NAVRANGPURA , AHMEDABAD GJ 380009, INDIA

Email: [email protected];

Website: www.sayait.com

6. Whether listed company YES

7. Name, Address & contact details of the Registrar Bigshare Services Pvt. Ltd.

& Transfer Agent, if any. E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road,

Sakinaka, Andheri (E), Mumbai - 400 072

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the

total turnover of the company shall be stated)

SN Name and Description of NIC Code of the % to total turnover

main products / services Product/service of the company

1 Training , IT enabled services 99831329 100%

III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sr. Name and Address of CIN/GLN Holding/ Subsidiary % of shares held Applicable

No. the Company / Associate (issued capital) Section

1 Ideal Systems Pvt ltd U30007GJ1996PTC031197 Subsidiary 67.23% Section 2(87)



IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

a. Category wise Share Holding

Category of Shareholders No. of Shares held at the No. of Shares held at the % Changebeginning of the year end of the year during

the year

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares Shares

A Promoters

(1) Indian - - - - - - - - -

A Individual / HUF 297493 200 297693 9.92 297493 200 297693 4.11 5.81

B Central /State Govt (s) - - - - - - - -

C Bodies Corporate -

D Any Other (Trust) - - - - - - - -

Sub-total (A1):- 297493 200 297693 9.92 297493 200 297693 4..11 5.82

(2) Foreign

A Individuals (NRIs/ - - - - - - - - -Foreign Individuals

B Bodies Corporate - - - - - - - - -

C Institutions - - - - - - - - -

D Qualified Foreign Investor - - - - - - - - -

e Others - - - - - - - - -

Sub-Total (A2) - - - - - - - - -

Total A=(A1)+(A2) 297493 200 297693 9.92 297493 200 297693 4..11 5.82

B Public Shareholding

(1) Institutions

a Mutual Funds/UTI - - - - - - - - -

b Financial Institutions/Banks - - - - - - - - -

c Central /State Government(s) - - - - - - - - -

d Venture Capital Funds - - - - - - - - -

e Insurance Companies - - - - - - - - -

f Foreign Institutional -Investors

g Foreign Venture Capital - - - - - - - - -Investors

h Qualified Foreign Investor - - - - - - - - -

i Others - - - - - - - - -

Sub-Total (B1) - - - - - - - - -



Category of Shareholders No. of Shares held at the No. of Shares held at the % Changebeginning of the year end of the year during

the year

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares Shares

(2) Non Institution

a Bodies Corporate 239812 9600 249412 8.31 2382321 - 2382321 32.89 24.57

b Individuals

(i) Individuals holding 763714 223850 987564 32.92 1267015 238350 1505365 20.79 12.14nominalshare capitalupto 1lakh

(ii) Individuals holding 1363487 16100 1379587 45.99 3016583 - 3016583 41.64 4.35nominalshare capitalin excess of 1 lakh

c Others

Non-Resident Repatriates 5000 - 5000 0.17 566 - 566 0 0.17

Non Resident - - - - - - - - -Non Repatriates

Clearing Members 80744 —- 80744 2.69 41422 - 41422 0.57 2.12

Sub-Total (B2) 2452757 249550 2702307 90.08 6707907 238350 6946257 95.89 -

Total B=(B1)+(B2) 2452757 249550 2702307 90.08 6707907 238350 6946257 95.89

Total (A+B) : 2750250 249750 3000000 100 7005400 238550 7243950 100 -

(ii) Shareholding of Promoter-

SN Shareholder’s Name Shareholding at the Share holding at the % changebeginning of the year end of the year in share

holdingduring

the year

No. of % of % of Shares No. of % of % of SharesShares total Pledged / Shares total Pledged /

Shares encumbered Shares encumberedto total to total

shares shares

1 KETAN SHAH 113710 3.79 - 113710 1.57 - 2.22

2 HEMAL KETAN SHAH 70483 2.35 - 70483 0.97 - 1.38

3 MONA SANDEEP SHAH 65200 2.17 - 65200 0.90 - 1.67

4 KHYATI R ZALA 24100 0.80 - 24100 0.33 - 0.47

5 KINNARY V VAGHELA 23700 0.79 - 23700 0.33 - 0.46

6 S.D.JADEJA HUF 300 0.01 - 300 0 - 0.01

7 ANANTABA* 200 0.01 - 200 0 - 0.01

Total 297693 9.92 - 297693 4.11 - 6.22



(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. Name of Promoter Shareholding at the Cumulative ShareholdingNo. beginning of the year during the year

No. of % of total No. of % of totalshares shares shares shares

1 NA

(iv) Shareholding Pattern of top ten Shareholders:(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. Name Particulars Shareholding at the Cumulative ShareholdingNo. beginning of the year during the year


1 ADITYA SREE RAMJI M Public 0 - 1000000 21.4133

2 AMRAV BABULAL DUGAR Public 0 - 300000 6.4240

3 JITENDRA BHAVANBHAI THAKOR Public 149551 4.985 149551 3.2024

4 SURENDRA SHAMBHULAL JAVERI Public 115300 3.84 129700 2.7773

5 ALPESHKUMAR SHESHMAL SHAH Public 0 - 115000 2.4625

6 KETAN NALINKANT SHAH Public 113710 3.79 113710 2.4349

7 DHAVAL PARESHBHAI SHAH public 0 - 100000 2.1413

8 SURESH GADALEY Public 49063 1.6354 89500 1.9165

9 HEMAL KETAN SHAH Public 70483 2.3494 70483 1.5093

10 MONA SANDIP SHAH Public 65200 2.1733 65200 1.3961

(v) Shareholding of Directors and Key Managerial Personnel:-

Sl. Name of Promoter Shareholding at the Cumulative ShareholdingNo. beginning of the year during the year


1 KETAN SHAH 113710 3.79 113710 1.57



V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at the beginningof the financial year

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) NIL

Change in Indebtedness duringthe financial year

* Addition - - - -

* Reduction - - - -

Net Change - - - -

Indebtedness at the endof the financial year

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager/ Directors

Sr. Particulars of Remuneration Name of MD/WTD/ Total

No. Manager Amount

1 Gross salary NA NA NA NA

a) Salary as per provisions contained in section NA NA NA NA

17(1) of the Income tax Act, 1961

b) Value of perquisites u/s 17(2) Income-tax NA

Act, 1961

c) Profits in lieu of salary under Section 17(3) NA NA NA NA

Income- tax Act, 1961

2 Stock Option NA NA NA NA

3 Sweat Equity NA NA NA NA

4 Commission NA NA NA NA

5 Total (A) NA NA NA

Ceiling as per the Act



B. Remuneration to other Directors

Particulars of Remuneration Name of Directors

Director NA NA NA NA NA

- Fees for attending Board/ NA NA NA NA NA

Committee Meetings

- Commission NA NA NA NA NA

- Others, Please specify NA NA NA NA NA

Total (B) NA NA NA NA NA

Total Managerial NA NA NA NA NA

Remuneration (A)+(B)

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN. Particulars of Remuneration Key Managerial Personnel TotalCompany Secretary Amount

Amisha R Gandhi

1 Gross salary p.m 18,000/- 18,000/-

(a) Salary as per provisions contained in Nil Nil

section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Nil Nil

Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Nil Nil

Income- tax Act, 1961

2 Stock Option Nil Nil

3 Sweat Equity Nil Nil

4 Commission

- as % of profit Nil Nil

- others, specify… Nil Nil

5 Others, please specify Nil Nil

Total 18,000/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:There were no material penalties/punishment/compounding of offences for the year ended on 31st March, 2016.

Certified and signed by

Date : 14/08/2016 Ketan Shah Amisha R. GandhiPlace : Ahmedabad Managing Director Company Secretary

M. No. A37340



ANNEXURE–7Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/jointventures

Part “A”: Subsidiaries(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl. No. Particulars Details

1. Name of the subsidiary IDEAL SYSTEMS PVT LTD

2. Reporting period for the subsidiary concerned, if different from the 04/05/2015 To31/03/2016

holding company’s reporting period.

3. Reporting currency and Exchange rate as on the last date of the —

relevant Financial year in the case of foreign subsidiaries.

4. Share capital 1,92,53,840

5. Reserves & surplus 18,58,52,936.69

6. Total assets 31,95,31,021.52

7. Total Liabilities 31,95,31,021.52

8. Investments 1,50,00,000

9. Turnover 31,37,77,001

10. Profit before taxation 1,29,95,724.69

11. Provision for taxation 3,62,197.50

12. Profit after taxation 90,66,319.69

13. Proposed Dividend —

14. % of shareholding 52.88 % of paid up capital.

1. Names of associates or joint ventures which are yet to commence operations:- NIL

2. Names of associates or joint ventures which have been liquidated or sold during the year:- NIl



Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and JointVentures.

Name of associates/Joint Ventures NIL

1. Latest audited Balance Sheet Date

2. Shares of Associate/Joint Ventures held by the company on the year end

No.

Amount of Investment in Associates/Joint Venture

Extend of Holding%

3. Description of how there is significant influence

4. Reason why the associate/joint venture is not consolidated

5. Net worth attributable to shareholding as per latest audited Balance Sheet

6. Profit/Loss for the year

i. Considered in Consolidation

ii. Not Considered in Consolidation

1. Names of associates or joint ventures which are yet to commence operations:- NIL

2. Names of associates or joint ventures which have been liquidated or sold during the year:- NIl

For and on behalf of the BoardDate: 14/08/2016

Ms. Amisha R Gandhi Mr Sandip R Shah Mr.Ketan ShahCompany secretary Non-Executive Director Chairman & Managing Director

Membership Number:- 37340 (DIN:00912721) (DIN: 00913411)



CORPORATE GOVERNANCE


This section on Corporate Governance forms part of the Annual Report to the shareholders. This report is given in

reference of clause 49 of the Listing Agreement of the Company with the Stock Exchanges for the period 01st April,

2015 to 30th November, 2015 and as per relevant provisions of Securities and Exchange Board of India (‘SEBI’) (Listing

Obligations and Disclosure Requirements) Regulations, 2015 as referred to in Regulation 15(2) of Listing Regulations

for the period 01st December, 2015 to 31st March, 2016 is set out below:

COMPANY’S PHILOSOPHY & CODE OF CONDUCT

Corporate Governance has been framed with the aim of adopting the best management practices, compliance of law

and adherence to ethical standards to achieve the Company’s objective of increasing the value of stakeholders and

retention of investors’ trust based on transparency, independency, integrity, professionalism and accountability.

CODE OF CONDUCT AND ETHICS

The Board of Directors has amended the Code of Conduct and Ethics to align with the provisions of the Companies Act,

2013. The confirmation from the Managing Director regarding compliance with the code by all the Directors and

Senior Management forms part of the Report. The Code of Conduct and Ethics is displayed on the website of the

Company at the link http://www.sayait.com/Investors/Code%20Of%20Conduct/Code%20Of%20Conduct.pdf

MD & CEO / CFO CERTIFICATION

The Chairman & Managing Director cum CEO & Non Executive Director (Proposed CEO) has issued certificate pursuant

to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that the

financial statements do not contain any untrue statement and these statements represent a true and fair view of the

Company’s affairs. The said certificate is annexed and forms part of the Annual Report.

1. BOARD OF DIRECTORS

COMPOSITION OF THE BOARD OF DIRECTORS

The Company is fully compliant with the Corporate Governance norms in terms of constitution of the Board of

Directors (“the Board”). The Board acts with autonomy and independence in exercising its strategic supervision,

discharging its fiduciary responsibilities and ensuring that the management observes the highest standards of

ethics, transparency and disclosure. Every member of the Board, including the Non-Executive Directors, has full

access to any information related to the Company.

As on 31st March, 2016 the strength of the Board was 6 Directors comprising of 1 Executive, 5 Non-Executive

Directors and & 4 Independent Directors. Independent Directors are free from any business or other relationship

that could materially influence their judgment.

Details of Directors as on 31st March, 2016 and their attendance at the Board meetings and Annual General

Meeting (“AGM”) during the financial year ended 31st March, 2016 are given below:

Attendance Other CommitteeParticular Membership

Directors Category Board Meeting Last AGM Other Directorship Member Chairman

Ketan Shah CEO/MD 6 Yes 2 Nil Nil

Sandip Shah NED 6 Yes 1 Nil Nil

Chintubhai P Shah ID 1 Yes 1 Nil Nil

Ashokkumar R Patel ID 1 Yes 1 Nil Nil

Maheshbhai BaldevbhaiModi ID 1 Yes 1 Nil Nil

Mrs Dimple Pandya ID 1 No - Nil Nil

CM-Chairman, ED: Executive Director, NED: Non-Executive Director, ID: Independent Director



BOARD MEETINGS

The gap between two Board meetings did not exceed four months. The schedule of Board/Committee meetings

are communicated in advance to the directors/committee members to enable them to plan their schedules and to

ensure their meaningful participation in the meetings. The Board met 7 times in financial year details of which

are summarized as below:

S No. Date of Meeting Board Strength No. of Directors Present

1 29/05/2015 6 2

2 26/6/2015 6 2

3 11/08/2015 6 2

4 14/08/2015 6 2

5 15/11/2015 6 2

6 7/1/2016 6 2

7 8/2/2016 6 6

In addition independent directors met exclusively in the last quarter of the financial year i.e. on 09/02/2016.

2. AUDIT COMMITTEE

All Members of the Audit Committee have accounting and financial management expertise. The Chairman of the

Committee attended the AGM held on 29th September, 2016 to answer the shareholders‘ queries. The role of Audit

Committee, the powers exercised by it pursuant to the terms of reference, and the information reviewed by it are

in accordance with the requirements as specified in the Regulation 18 of SEBI (LODR) Regulations, 2015, Companies

Act, 2013 and other applicable laws, if any. Apart from the above, the Audit Committee also exercises the role

and powers entrusted upon it by the Board of Directors from time to time.

The Chairman and Whole-time Director and Statutory Auditors are the invitees to the Audit Committee meetings.

During the period under review, the Audit Committee met four times on 29/05/2015, 14/08/2015, 15/11/2015

and 08/02/2016 and was attended by all members. The Audit Committee comprises following members:

Constitution of the Audit Committee and attendance details during the financial year ended March 31, 2016 are

given below:

Name Designation No of meetings attended

Shri Maheshbhai B Modi Chairman 4

Shri Ashokkumar R patel Member 4

Shri Sandip Shah Member 4

3. NOMINATION AND REMUNERATION COMMITTEE

The roles and responsibilities of the Committee are in accordance with the requirements as specified in the

Regulation 19 of SEBI (LODR) Regulations, 2015, Companies Act, 2013 and other applicable laws, if any. Apart

from the above, the Committee also exercises the role and powers entrusted upon it by the Board of Directors

from time to time.

The Constitution of the Nomination and Remuneration Committee during the financial year ended March 31, 2016

is given below:

During the year the Committee was reconstituted with interchange of committee members for effective functioning.

The following Directors are the members of the Committee during the financial year ended on 31st March, 2016 is

given below:

Name Category

Shri Maheshbhai B Modi Non-Executive- independent Director,chairman

Shri Ashokkumar R patel Non-Executive -independent Director

Shri Sandip Shah Non-Executive Director



No remuneration was paid to Executive Directors during the financial year therefore no meeting for thesame was held.

4. STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee is functioning in terms of mandatory requirement of Regulation 20 of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 and as per Section 178 of the Companies Act, 2013. The terms

of reference of the Committee include reviewing and redressing complaints from shareholders such as non-

receipt of annual report, transfer of shares, issue of duplicate share certificates, etc.; to oversee and review all

matters connected with transfers, transmissions, dematerialization, rematerialization, splitting and consolidation

of securities; to oversee the performance of the Registrar and Transfer Agent and recommends measures for

overall improvement in the quality of investor services; and to perform any other function, duty as stipulated by

the Companies Act, 2013, Securities & Exchange Board of India, BSE and any other regulatory authority or under

any applicable laws, as amended from time to time.

Committee met Three times during financial year 2015-16 i.e. 29/05/2015,14/08/2015, 15/11/2015.The

Composition of the Stakeholders Relationship Committee and details of Members participation at the Meetings of

the Committee are as under:

Name Position No of meetings attended

Shri Maheshbhai B Modi Non-Executive independent Director 3

Shri Ashokkumar R patel Non-Executive independent Director 3

Shri Sandip Shah Member 3

In addition, Details of Shareholders’ Complaints received during the year are as follows:

Particulars No. of Complaints

Investor complaints pending as at April 1, 2015 Nil

Investor complaints received during the year ended on March 31, 2016 Nil

Investor complaints resolved during the year ended March 31, 2016 Nil

Investor complaints pending as on March 31, 2016 Nil

Share transfer committee

The Stakeholder relationship committee has delegated power of approving transfer of securities to Shri Ketan

Shah and Shri Sandip shah. The Committee, inter alia, reviews and approves the transfer/ transmission/ D-mat of

equity shares as submitted by M/s. Big Share Services Pvt Ltd, the Registrar & Transfer Agent of the Company.

5. SPECIAL RESOLUTIONS PASSED AT THE LAST 3 AGMS:

Year Venue of AGM Day, Date & Time Number of special

resolution passed

2012-13 H. N. House, 4th floor, Nidhi Complex, Friday , 20th day of September, 2013 NIL

Navrangpura, Ahmedabad- 380009 at 10.00 a.m

2013-14 H. N. House, 4th floor, Nidhi Complex, Tuesday, 30th September, 2014 NIL

Navrangpura, Ahmedabad- 380009 at 11:00 A.M.

2014-15 H. N. House, 4th floor, Nidhi Complex, Tuesday, 29th September, 2015, 2

Navrangpura, Ahmedabad- 380009 at 10.00 am

6. DISCLOSURE ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS:

During the year, Company has made investment into Ideal Systems pvt. Ltd (ISPL) with an object of making its

material subsidiary company & thereby it would be treated as “significant related party transaction” undertaken

by the Company under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 that may have potential conflict with the interest of the Company

at large. All other related party transactions, if any are placed on quarterly basis before the Audit Committee and



also before the Board for approval. Register under section 188 of the Companies Act, 2013 is maintained and

particulars of transactions are entered in the Register, wherever applicable.

Rest of the related party transactions, if any were entered into during the financial year were on an arm’s length

basis and were in the ordinary course of business. The Board has laid down a policy on dealing with related party

transactions and it is posted on the Company’s website at the link http://www.sayait.com/Investors/Policies/Policy%20on%20Related%20Party%20Transactions.pdf

7. STRICTURES AND PENALTIES

The Company has complied with requirements of the Stock Exchanges, SEBI and other statutory authorities on all

matters relating to capital markets during the last three years and penalties, if any has been paid by the company

in case of order passed with regards to any strictures against the Company.

8. MEANS OF COMMUNICATION

The quarterly, half-yearly and yearly financial results are sent to the Stock Exchanges immediately after the Board

approves the same. Thereafter, the same were published in The Economic Times - English and Gujarati language

editions in Ahmedabad. Disclosures pursuant to various Regulations of SEBI (Listing Obligations & Discloser

Requirements) Regulations, 2015 were promptly communicated to the Stock Exchanges. Press Release on quarterly

result was made at the end of each quarter for the benefit of the investors and analysts the said press release was

available on the website of Stock Exchanges as well as the Company’s website at (www.sayait.com).

Management Discussion and Analysis forms Part of the Annual Report, which is being sent to the Shareholders of

the Company.

9. GENERAL SHAREHOLDER INFORMATION

A. Exclusive E-Mail id for investor grievances

Pursuant to SEBI (Listing Obligations & Discloser Requirements) Regulations, 2015, the following Email id

has been exclusively designated for communicating investor grievances: [email protected]

Compliance Officer: Amisha R Gandhi

B. Annual General Meeting

The 31st Annual General Meeting will be held on Thursday, 29th Day of September, 2016, at 12.00 a.m. at

registered office of the company.

C. Financial Calendar

First quarter results : by 12th August, 2017

Second quarter results : by 15th November 2017

Third quarter results : by 15th February 2018

Annual results : by May , 2018

Annual General Meeting : August/September 2018

D. Book Closure

The Register of Members and the Share Transfer Register will be closed from Thursday, 22nd September, 2016

to Thursday 29th September, 2016 (both days inclusive) for determining the name of members eligible to

receive dividend on equity shares.

E. Shares Listed At

The Bombay Stock Exchange Limited.

F. Stock Codes

The script code of the Company at BSE is - 511144

G. International Securities Identification Number (ISIN)

The ISIN of the equity shares of the Company is - INE520G01016

H. Corporate Identity Number (CIN)

CIN of the Company, allotted by the Ministry of Corporate Affairs, Government of India:

L72900GJ1985PLC029849



I. High/Low of monthly Market Price of the Company’s Equity Shares

Bombay Stock Exchange

(In Rs. Per Share)

Month’s High Month’s Low

April,2015 50.60 40.55

May,2015 70.60 49.50

June,2015 73.90 49.10

July,2015 102.00 73.00

August,2015 122.00 64.25

September,2015

October,2015 Trading closed

November,2015

December,2015 64.25 51.40

January,2016 60.00 51.30

February,2016 60.00 51.05

March,2016 64.00 50.50

J. Share Transfer System

As per the SEBI guidelines, the Registry and Share transfer activity is being handled by M/s Big Share

Services Private Limited, Mumbai. The Share Transfer requests received in physical form are normally registered

within 15 days from the date of receipt.

• Distribution of Shareholding (As On March 31, 2016)

On the basis of Share held

Sl. No. Category (Shares) Number of Shareholders Share amount % to total shares

1 1-5000 1824 2869230 79.70

2 5001-10000 150 1235660 6.5905

3 10001-20000 93 1414210 4.0861

4 20001-30000 46 1144460 2.0211

5 30001-40000 29 1030410 2.9929

6 40001-50000 25 1164670 4.6114

7 50001-100000 56 4114960 8.7751

8 100001-9999999999 63 33726400 63.0274

TOTAL 2276 46700000 100.0000

On The Basis Of Category

Category No Of Shares Held % Of Total Shares Held

Clearing member 41422 0.8870

corporate bodies 142821 3.0583

Promoters 183983 3.9397

Promoters/Directors 113710 2.4349

Nonresident Indians 566 0.0121

Public 4187498 89.66

Total 46,70,000 100.000



K ) Dematerialization of Shares and Liquidity

Shares of the Company are traded compulsorily in dematerialized form and are available for trading with

both the depositories with whom the Company has established direct connectivity. The Demat requests

received by the Company are continually monitored to expedite the process of dematerialization. The Demat

requests are confirmed to the depositories within five working days of receipt.

During the year, the Company has electronically confirmed Demat requests for 85462 equity shares. As on

March 31, 2016, 92.47% of the total shares issued by the Company were/to be held in dematerialized form.

L) Code of conduct for prevention of insider trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the

requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Companies Act, 2013 with

a view to regulate trading in securities by the Directors and designated employees of the Company. The Code

requires pre-clearance for dealing in the Company’s shares beyond threshold limits. Further, it prohibits the

purchase or sale of Company shares by the Directors and the designated employees while in possession of

unpublished price sensitive information in relation to the Company and during the period when the Trading

Window is closed. The Code has been disseminated through the Company’s website for easy access tothe employees and is updated from time to time.

M) Reconciliation of Share Capital Audit Report

Pursuant to the provisions of the SEBI (Depositories & Participants) Regulations, 1996, quarterly audit is

being undertaken by a Practicing Company Secretary for reconciliation of share capital of the Company.

The audit report inter alia covers and certifies that the total shares held in CDSL, NSDL and those in physical

form tally with the issued and paid-up capital of the Company, the Register of Members is duly updated,

demat requests are confirmed within stipulated time etc.The Reconciliation of Share Capital Audit Report is

submitted with BSE and is also placed before the meetings of the Board of Directors and the Stakeholder

Relationship Committee..

N) Outstanding GDRs/ADRs/Warrants or any convertible instrument as on 31st March-16

a. There were no outstanding GDRs/ADRs/Warrants or any convertible instrument as on 31st March-2016.

o) Plant Locations

b. The nature of business is such that the Company has no plant.

p) Address for Correspondence

c. All enquiries, clarification and correspondence should be addressed to the compliance officer at the

following Addresses.

(1) Asya Infosoft Limited:

H.N. House C-4th Floor, (Nidhi Complex), Stadium 5 Roads, Navrangpura, Ahmedabad – 380009

079-26462334/40026440

(2) M/s. Big Share Services Pvt Ltd.

A. E2/3, Ansa Industrial Estate Saki Vihar Road Saki Naka Andheri( East ) Mumbai 400 072.

Phone: 079-40024135

B. A/802- Samudra Complex, Nr. Klassic Gold Hotel, Grish Cold Drink, Off C.G. Road,

Ahmedabad 380009, Gujarat.

Phone: 022-40430212 E-mail: [email protected]



AUDITORS CERTIFICATE ON COMPLIANCE

To,

The Members,

Asya Infosoft Limited,

Ahmedabad

I have examined compliance of conditions of Corporate Governance by Asya Infosoft Limited (the Company), for the

year ended 31st March, 2016, as stipulated in clause 49 of the Listing Agreement (‘Listing Agreement’) of the Company

with the stock exchanges for the period 1st April, 2015 to 30th November, 2015 and as per the relevant provisions of

Securities Exchange Board of India (LODR) Regulations, 2015 (‘Listing Regulations’) as referred to in Regulation 15(2)

of the Listing Regulations for the period 1st December, 2015 to 31st March, 2016.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was

limited to procedures & implementation thereof, adopted by the Company for ensuring the compliance of the conditions

of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the

Company.

In my opinion and to the best of my information and according to the explanations given to me and the representation

by the Directors and the management, I certify that the Company has complied with the conditions of Corporate

Governance as stipulated in the above mentioned Listing Agreement / Listing Regulations, as applicable except

Regulation 19 of SEBI (LODR) Regulations, 2015.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

Pinakin Shah & Co.

Date : 14/08/2016 Company Secretaries,

Place : Ahmedabad FCS 2562, C.P. NO 2932

Declaration on adherence to the code of conduct under SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015

All the Board Members of Board of Directors and senior management personnel have affirmed compliance with the

code of conduct of Board of Directors and senior management of Asya Infosoft Limited for the financial year ended

31st March, 2016.

For, and on behalf of the Board

Ketan N ShahPlace : Ahmedabad Chief Executive Officer

Date : 14/08/2016 DIN: 00913411



CEO-CFO CERTIFICATION

Pursuant to Regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

We, Ketan N Shah Chairman and Managing Director (CEO) and Sandip R Shah, Non Executive Director (Proposed CFO)

do hereby certify to the Board that:

A. They have reviewed financial statements and the cash flow statement for the year and that to the best of their

knowledge and belief:

1) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

2) these statements together present a true and fair view of the listed entity’s affairs and are in compliance

with existing accounting standards, applicable laws and regulations.

B. There are, to the best of their knowledge and belief, no transactions entered into by the listed entity during the

year which are fraudulent, illegal or violative of the listed entity’s code of conduct.

C. They accept responsibility for establishing and maintaining internal controls for financial reporting and that they

have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting

and they have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such

internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these

deficiencies.

D. They have indicated to the auditors and the Audit committee

1) significant changes in internal control over financial reporting during the year;

2) significant changes in accounting policies during the year and that the same have been disclosed in the

notes to the financial statements; and

3) instances of significant fraud of which they have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the listed entity’s internal control system over

financial reporting.

For, Asya Infosoft Limited

Ketan N Shah Sandip R ShahDate : 14/08/2016 Chief Executive Officer Chief Financial Officer

Place : Ahmedabad DIN: 00913411 DIN:00912721



INDEPENDENT AUDITOR’S REPORT

To,

The Members of

Asya Infosoft LimitedAhmedabad.

Report on Financial Statement

1 We have audited the accompanying financial statement of ASYA INFOSOFT LIMITED (formally known as ASYAINFRASTRCUTRE AND TOURISM CORPORATION LTD.) (‘The Company’) which comprise Balance Sheet as at 31st

March, 2016 and also the statement of the Profit and Loss and the Cash Flow Statement for the year ended on

that date and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the financial statement

2 The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,

2013 (“the Act”) with respect to preparation of these financial statements that give a true and fair view of the

financial position, financial performance and cash flows of the Company in accordance with the Accounting

principles generally accepted in India, including the accounting standards referred to section 133 of the act,

read with rule 7 of the companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of

adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the

company and for preventing and detecting the frauds and other irregularities; selection and application of

appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design,

implementation and maintenance of internal control that were operating effectively for ensuring the accuracy

and completeness of accounting records, relevant to preparation of financial statements that give a true and fair

view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3 Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into

account the provision of the act, the accounting and auditing standards and matters which are required to be

included in the audit report under the provisions of the act and rules made there under. We conducted our audit

in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free from material misstatement.

4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal control relevant to the Company’s preparation of the financial statements

that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not

for the purpose of expressing an opinion on whether the company has in place and adequate internal financial

controls system over financial reporting and the operating effectiveness of such control. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates

made by management, as well as evaluating the overall presentation of the financial statements.

5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.

OPINION

6 In our opinion and to the best of our information and according to the explanations given to us, the financial

statements give the information required by the Act in the manner so required and give a true and fair view in

conformity with the accounting principles generally accepted in India of the state of affairs of the company as at

31st march 2016, its profit and its cash flows for the year ended on that date.



Report on other Legal and Regulatory Requirements

7 As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of

India in terms of sub-section (11) of section 143 of the Companies Act, 2013 we give in the Annexure a

statement on the matters specified in paragraphs 3 and 4 of the Order.

8 As required by section 143(3) of the Act, we further report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears

from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in

agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the

Accounting Standards referred to in section 133 of the Companies Act, 2013, read with rule 7 of The

Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2016, and taken on

record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being

appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013.

f) In our opinion, the company has, in all material respects, an adequate internal financial controls, system

over financial reporting and such financial control over financial reporting were operating effectively as at

March 31, 2016, based on the internal control over financial reporting criteria established by the company.

g) In our opinion and to the best of our information and according to the explanations given to us, We report

as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014:

i The Company has not any pending litigations as on 31.03.2016.

ii The Company does not have any long term contracts including derivative contracts; as such the question

of commenting on any material foreseeable losses thereon does not arise.

iii There has not been an occasion in case of the company during the year under report to transfer any

sums to the Investor Education and Protection Fund. The question of delay transferring such sums does

not arise.

for JEEVAN JAGETIYA & COChartered Accountants

FRN :121335W

Jeevan JagetiyaPlace : Ahmedabad Partner

Date : 16.06.2016 M.No.046553



ANNEXURE TO THE AUDITORS’ REPORTThe Annexure referred to in our report to the members of ASYA INFOSOFT LIMITED for the year ended 31st

March, 2016.

On the basis of the information and explanation given to us during the course of our audit, we report that:

i. (a) The company has maintained proper records showing full particulars including quantitative details and

situation of its fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals and there was

no Material discrepancies were noticed on such verification.

(c) Total Assets of company does not include Immovable property.

ii. The nature of business of the company does not require it to have any Inventories so the reporting under this

clause is not applicable to the company.

iii. The company has granted unsecured loans to companies, covered in the register maintained under section 189 of

the Companies Act, 2013.

(a) According to information and explanation given to us, there is no written terms and agreements with

respect to the loans given to the parties covered under this clause. The total amount outstanding as on

31.03.2016 is of Rs. 507217 after converting Rs. 9367200 into 936720 Redeemable Non Convertible Preference

Shares investment. The loan granted to the parties has been converted into investment due to the non

payment of principal and interest amount. Also the terms and conditions of the such loans are prejudicial to

the company’s Interest as the interest charged at 6% P.A. which is lower than prevailing yield of government

security and also this is unsecured loan.

(b) According to information and explanation given to us, there is no written terms and agreements with

respect to the loans given. The amount of interest is outstanding and company has not received any amount

towards interest charged since granting of loan.

(c) There is no stipulated time for payment for interest or principal amount. However there is no amount

received against interest charged since granting of loan and the principal amount of Rs. 8000000 granted as

loan has been converted into investment as on 30.03.2016.

iv. In our opinion and according to information given to us, the company has granted the loan to the private

company in which director is interested. The Maximum amount outstanding during the year is 10214145.00 and

the closing balance is of Rs. 507217.00 after converting the opening balance as on 01.04.2015 amounting to Rs.

9367200.00 into 936720 Redeemable Non Convertible Preference Shares and reversal of interest to the tune of

Rs. 450396.00 being the difference between interest given at 6% and interest charged at 12%. In our opinion

and according to information given to us, the company has charged interest lower than the government securities

or has not charged interest in following cases,

Sr Particulars Name of the Amount Balance as at RemarksNo Company Involved balance sheet date

1 Charged Interest Lower Abridge Solutions 9367200 507217 Charged Interest

than the Government Private Limited @ 6% on Rs.

Securities 9367200.00

2 No Interest Charged Charms Industries 500000 500000 No Interest

Limited Charged

v. In our opinion and according to information given to us, the company has not accepted any deposits during the

year. Therefore the provisions of clause 3 (v) of the Companies (Auditor’s Report) Order,2016, are not applicable

to the Company.



vi. In our opinion and according to the information given to us, the maintenance of cost records has not been

specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Therefore

the provisions of clause 3 (vi ) of the Companies (Auditor’s Report) Order,2016, are not applicable to the

Company.

vii. (a) The company is regular in depositing undisputed statutory dues including provident fund, Employee’s state

insurance, income-tax, sales-tax, duty of customs, duty of excise, value added tax, cess and any other

statutory dues to the appropriate authorities except undisputed statutory dues relating to service tax of Rs.

66930 which remains outstanding since September 2015.

(b) According to the information and explanations given to us , There is Rs. 66930 relating to service tax which

remains payable as at 31.03.2016 for a period of more than six months from the date they became payable.

viii. The company hasn’t taken any loans or borrowing from a financial institution, bank, Government or dues to

debenture holders. Therefore the provisions of clause 3 (viii ) of the Companies (Auditor’s Report) Order,2016,

are not applicable to the Company.

ix. During the year, the company doesn’t raise any money by way of initial public offer or further public offer

(including debt instruments)

x. To the best of our knowledge and belief and according to the information and explanations given to us, no

material fraud on or by the company by its officers or employees during the year was noticed or reported, nor

have we been informed of such case by the management.

xi. In our opinion and according to the information available to us, the managerial remuneration has been paid or

provided in accordance with the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the

Companies(Auditor’s Report) Order, 2016 are not applicable to the company.

xiii. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of the

Companies act, 2013 where applicable and the details have been disclosed in the financial statements as required

by the applicable accounting standards.

xiv. According to the information and explanations given to us, the Company has made preferential allotment of

equity shares during the year. The company has complied with the provision of section 42 of the Companies Act

2013. The fund raised by the company has been utilized for the purpose for which it is raised.

xv. In our opinion and according to the information and explanations given to us, the company hasn’t entered into

any non-cash transactions with directors or persons connected with him.

xvi. This clause is not applicable to the company as the company is not required to be registered under section 45-IA

of the Reserve Bank of India Act, 1934.


FRN :121335W


Date : 16.06.2016 M.No.046553



ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENT OF ASYA INFOSOFTLIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of ASYA INFOSOFT LIMITED. (“The Company”)

as of 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on

that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by

the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation

and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and

efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the

timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based

on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls

over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be

prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal

financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of

Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls

over financial reporting was established and maintained and if such controls operated effectively in all material

respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial

controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over

financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal

control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are being made

only in accordance with authorizations of management and directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s

assets that could have a material effect on the financial statements.



Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and

not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to

future periods are subject to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016,

based on the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting issued by the Institute of Chartered Accountants of India.


FRN :121335W


Date : 16.06.2016 M.No.046553



Balance Sheet as at 31 March, 2016

PARTICULARS Note As at As atNo 31 March, 2016 31 March, 2015

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 2.1 7,24,39,500.00 3,00,00,000.00

(b) Reserves and surplus 2.2 5,44,76,821.00 (33,82,600.00)

(c) Money received against share warrants 4,06,41,445.00 -

2 Non-current liabilities

(a) Deferred tax liabilities (net) 2.3 1,42,739.00 1,10,670.00

3 Current liabilities

(a) Other current liabilities 2.4 4,38,490.00 21,82,722.00

(b) Short Term Provisions 2.5 8,91,819.00 2,10,357.00

TOTAL 16,90,30,814.00 2,91,21,149.00

B ASSETS

1 Non-current assets

(a) Fixed Assets 2.6 7,97,239.00 11,96,406.00

(b) Non Current Investments 2.7 14,70,89,700.00 0.00

(b) Long-term loans and advances 2.8 1,53,32,863.00 2,41,42,040.00

2 Current assets

(a) Trade receivables 2.9 39,97,172.00 0.00

(b) Cash and cash equivalents 2.10 8,98,009.00 35,71,932.00

(c) Short-term loans and advances 2.11 3,72,105.00 2,10,771.00

(d) Other Current Assets 2.12 5,43,726.00 0.00

TOTAL 16,90,30,814.00 2,91,21,149.00

See accompanying notes forming part of the financial statements

In terms of our report attached. For and on behalf of the Board of Directors ofFor JEEVAN JAGETIYA AND CO ASYA INFOSOFT LIMITEDChartered Accountants

FRN 121335W

JEEVAN JAGETIYA Ms. AMISHA R GANDHI KETAN SHAH SANDIP SHAHPARTNER Company Secretary Managing Director DirectorM NO 046553

Place : AHMEDABAD Place : AHMEDABAD

Date : 16.06.2016 Date : 16.06.2016



Statement of Profit and Loss for the Year ended on 31 March, 2016

Particulars Note For the For theNo. year ended year ended

31 March, 2016 31 March, 2015

A CONTINUING OPERATIONS

1 Revenue from operations 2.13 54,75,242.00 8,29,300.00

Other Income 2.14 22,81,956.00 13,92,024.00

Total revenue 77,57,198.00 22,21,324.00

2 EXPENSES

(a) Employee benefits Expenses 2.15 5,75,412.00 5,32,500.00

(b) Data Entry Job Charge Expenses 7,37,600.00 0.00

(c) Donation Expenses 5,00,000.00 0.00

(d) Depreciation 2.6 3,99,167.00 1,094.00

(e) Other Expenses 2.16 8,72,072.00 5,96,558.00

TOTAL EXPENSES 30,84,251.00 11,30,152.00

3 Profit / (Loss) before tax (1 - 2) 46,72,947.00 10,91,172.00

4 TAX EXPENSES

(a) Current tax expense for current year 8,91,819.00 2,10,357.00

(b) Current tax expense relating to prior years 0.00 0.00

(c) Net Current Tax Expenses 8,91,819.00 2,10,357.00

(d) Deferred Tax Expenses 32069.00 -2,52,157.00

5 Profit / (Loss) from the year (3-4) 37,49,059.00 11,32,972.00

6 EARNING PER SHARE (of Rs.10/-each):

(a) Basic

(i) Continuing operations 0.76 0.38

(ii) Total operations 0.76 0.38

(b) Diluted

(i) Continuing operations 0.30 0.38

(ii) Total operations 0.30 0.38

See accompanying notes forming part of the financial statements


FRN 121335W



Date : 16.06.2016 Date : 16.06.2016



CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH 2016In Rs.

PARTICULARS 31-03-2016 31-03-2015

A CASH FLOW FROM OPERATING ACTIVITY

Net profit before adjustment for tax and extraordinary transaction 4672947.00 1091172.00

ADJUSTMENT FOR:

Preliminary Expenses 135932.00 0.00

Depriciation Expenses 399167.00 1094.00

Operating profit before change in working capital 5208046.00 1092266.00

ADJUSTMENT FOR:

Increase(-)/Decrease in Trade and Other Receivables -4158506.00 2679395.00

Increase/Decrease(-) in Trade Creditors and Other Liabilities -1744232.00 1114799.00

Operating cash flow before tax and extraoridanary items -694692.00 4886460.00

LESS: Tax Paid 210357.00 190682.00

NET CASH FLOW FROM OPERATING ACTIVITY -905049.00 4695778.00

B CASH FLOW FROM INVESTING ACTIVITY

Purchase of Fixed assets 0.00 -1197500.00

Non Current Investement in Ideal System Pvt Ltd -137722500.00 0.00

Long term advance -558023.00 0.00

NET CASH FLOW FROM INVESTING ACTIVITY -138280523.00 -1197500.00

C CASH FLOW FROM FINANCING ACTIVITY

Receipt against issue of Share warrnats and subsequent 137191307.00 0.00

converstion of part warrants into equity shares

Preliminary Expenses incurred -679658.00 0.00

NET CASH FLOW FROM FINANCING ACTIVITY 136511649.00 0.00

Net Increase\(Decrease) in Cash and Cash Equivqlents -2673923.00 3498278.00

Opening Balance of Cash and Cash Equivalents 3571932.00 73654.00

Closing Balance of Cash and Cash Equivalents 898009.00 3571932.00


FRN 121335W



Date : 16.06.2016 Date : 16.06.2016



1. Significant Accounting Policies:

1.1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

These Financial Statements prepared in accordance with Generally Accepted Accounting Principles under

the historical cost convention on accrual basis. Generally Accepted Accounting Principles comprised of

accounting standard prescribed by the Companies (Accounting Standards) Rules, 2006, the Provision of

Companies Act, 1956 and the guidelines issued by Securities and Exchange Board of India(SEBI).

1.2 USE OF ESTIMATES:

These financial statements have been prepared in accordance with accrual concept. The preparation of

the financial statements requires the management to make estimates and assumptions considered in the

reported amounts of assets and liabilities. The management believes that the estimates used in preparation

of financial statements are prudent and reasonable. Future results could differ from the estimates.

1.3 RECOGNITION OF INCOME & EXPENDITURE:

Revenues/Incomes from operation is recognized as and when they are earned. However Interest income

on loan granted is recognized on time proportion basis considering agreement with the parties.

1.4 FIXED ASSETS:

Fixed assets, if any are stated at cost of acquisition or construction including incidental expenses

related to acquisition and installation less accumulated depreciation.

1.5 DEPRECIATION:

The Company has provided depreciation based on life assigned to each assets in accordance with Schedule

II of the Companies Act, 2013.

1.6 INVESTMENT:

Long term Investments are valued at cost less provision for diminution. Provision for diminution is made

to recognize decline (other than temporary) in the value of investments, if any. Current investments are

valued at cost.

1.7 TAXATION:

Provision for taxation has consists of Current Period tax and Deferred tax. The provision for current

period tax has been made in accordance with the provisions of the Income tax Act.1961 and the Deferred

tax assets or liabilities have been accounted as per the AS-22 ‘Accounting for Taxes on Income’. The

deferred tax assets and liabilities which arise on account of timing differences is recognized in Profit

and Loss Account.

1.8 EARNING PER SHARES:

The Company report Basic and Diluted Earning Per Share in accordance with Accounting Standards (AS)

20 “Earning Per Shares” issued by The Institute of Chartered Accountants of India. Basic Earning Per

Share is computed by dividing net profit after tax by the weighted average number of equity shares

outstanding for the period. Diluted Earning Per Share is computed using the weighted average number

of equity shares and dilutive potential equity shares outstanding during the period.

1.9 IMPAIRMENT OF ASSETS:

Impairment loss, if any, is provided to the extent the carrying amount of assets exceeds their recoverable

amount. Recoverable amount is higher of an asset’s net selling price and its value in use. Value in use is

the present value of estimated future cash flow expected to arise from the continuing use of an asset

and from its disposal at the of its useful life.

1.10 In the opinion of Board, all the items of current assets, loans and advances have a value on the

realization in the ordinary course of business at least equal to amount at which they are stated.

1.11 The company received in-principle approval for issue of 1,25,00,000 warrants convertible into equal

number of equity shares of Rs. 10/- each to Non-Promoters, to be issued at a price not less than Rs.

22.75/- per share on a preferential basis in terms of Clause 24(a) of the Listing Agreement. The company

had allotted 1,04,25,000 warrant against receipt of at least 25% amount of offer price. Out of 1,04,25,000

warrant, The company had converted 4243950 warrant into equity shares and the listing application of

4243950 shares and got the approval from SEBI for the same.

1.12 The company had given loan of Rs. 8000000 to Abridge Solutions Private Limited. The amount of loan

along with interest to the tune of Rs. 9367200 has been converted into 936720 Redeemable Non Convertible

Preference Shares as on 30.03.2016.



NOTES ON ACCOUNTS FOR THE YEAR ENDED ON MARCH 31, 2016

2.1 SHARE CAPITAL

Particulars Amt. as on Amt. as on31.03.2016 31.03.2015

Authorised Share Capital:

17000000 Equity Shares of Rs. 10/- Each 170000000.00 100000000.00

Issued, Subscribed and Paid Up Capital 72439500.00 30000000.00

7243950 Equity Shares of Rs. 10/- Each

Issued and Fully Paid (Pr. Year 3000000 Shares of Rs.10/- Each)

Total: 72439500.00 30000000.00

The Company has only one class of shares referred to as Equity Shares having a per value of Rs. 10/-. Each

holder of Equity shares is entitled to one vote per share.

The Company declares and Pays dividend in Indian Rupees. The Dividend Proposed by Board of Directors is

subject to approval of the shareholder in the next Annual General Meeting

The reconcilation of the number of shares outstanding and the amount of share capital as as March 31, 2016

and March 31,2015 is set out below


Number of Shares at the Beginning 3000000.00 3000000.00

Add: Shares Issued during the year 4243950.00 0.00

Less: Reedemed during the year 0.00 0.00

Number of Shares at the End 7243950.00 3000000.00

SHARE HOLDER HOLDING MORE THAN 5% OF SHARES

AS ON 31.03.2016 AS ON 31.03.2015

NAME No of Shares % of Shares No of Shares % of Shares

ADITYA SHREE RAMJI M 1000000 13.80 0 0.00

DRASHTI FINCAP PVT LTD 1800000 24.85 0 0.00



2.2 RESERVE AND SURPLUS


1. Special Reserve 6(1)(viii)Opening Balance 3006684.00 3006684.00

ADD: Addition during the year 0.00 0.00

LESS: Transferred to general reserve 0.00 0.00

Closing Balance 3006684.00 3006684.00

2. Investment Allowance ReserveOpening Balance 11100.00 11100.00



Closing Balance 11100.00 11100.00

2. Security PremiumOpening Balance 0.00 0.00



Closing Balance 54110362.00 0.00

3. Profit and Loss AccountOpening Balance -6400384.00 -7533356.00


LESS: Utilisation During the Year 0.00 0.00

Closing Balance -2651325.00 -6400384.00

Grand Total 54476821.00 -3382600.00

2.3 DEFERRED TAXES


1. Deferred Tax Liabilities

Others 142739.00 110670.00

Total 142739.00 110670.00

2.4 OTHER CURRENT LIABILITIES


1 Trade Payable for Expenses/Assets 304384.00 1412462.00

2 Statutory Liabilities 77481.00 13340.00

3 Other Current Liabilites 56625.00 756920.00

Total 438490.00 2182722.00

2.5 SHORT TERM PROVISIONS


Income Tax Payable 891819.00 210357.00

Total 891819.00 210357.00



2.6 Fixed Assets

Gross Block Depreciation Net Block

Gross Block Addition Deduction Balance Total Depreciation Total Deduction Net Block Net Blockas on 1-4-2015 as on Depreciation as for Depreciation as On Dep. As on As on

31-03-2016 on 01-04-2015 the year on 31-3-2016 31-03-2016 31-03-2015

COMPUTER 1197500.00 0.00 0.00 1197500.00 1094 399167.00 400261.00 0.00 797239.00 1196406.00

Total: 1197500.00 0.00 0.00 1197500.00 1094.00 399167.00 400261.00 0.00 797239.00 1196406.00

Previous Year 0.00 1197500.00 0.00 1197500.00 0.00 1094.00 1094.00 0.00 0.00 1196406.00

2.7 NON CURRENT INVESTMENTS


Investment in equity instrumentsNon Trade, Unquoted1453120 Equity shares of Ideal System Private Limited of 137722500.00 0.00

Rs. 10 each partly paid (Rs. 7 paid each) (Previous Year Nil Shares)

936720 Redeemable Non Convertible Prefrence shares of Abridge 9367200.00 0.00

Solution Private Limited of Rs. 10 each fully paid (By way of

Conversion of Loan into Investment) (Previous Year Nil Shares)

Total 147089700.00 0.00

2.8 LONG TERM LOANS AND ADVANCES


Unsecured Considered Doubtful to related partiesAbridge Solution Pvt. Ltd. 507217.00 0.00

Unsecured Considered DoubtfulOther Loans and AdvacesCharms Industries Limited 500000.00 0.00

Amba Corporation 14312146.00 14761296.00

Unsecured Considered GoodOther Loans and AdvacesSecurity Deposit 13500.00 13500.00

Abridge Solution Pvt. Ltd. 0.00 9367244.00

Total 15332863.00 24142040.00

2.9 TRADE RECEIVABLES


(i) Debts Outstanding for Period exceeding six months(ii)Others

Unsecured Considered GoodNEXPIXEL INC 3997172.00 0.00

Total 3997172.00 0.00



2.10 CASH AND CASH EQUIVALENTS


Cash in Hand 876560.00 18418.00

Balance with Bank

In Current Account

HDFC Bank 3680.00 3794.00

Syndicate Bank 5058.00 5943.00

Syndicate Bank 3620.00 0.00

Union Bank of India 9091.00 3543777.00

Total 898009.00 3571932.00

2.11 SHORT TERM LOANS AND ADVANCES


Loans and Advances ( Unsecured)

(i) OthersTDS Receivable 122828.00 210771.00

Advance Payment to Bhavik Pandit 222000.00 0.00

Input Service tax 27277.00 0.00

Total 372105.00 210771.00

2.12 OTHER CURRENT ASSETS


Preliminery Expenses not written off 543726.00 0.00

Total 543726.00 0.00

2.13 REVENUE FROM OPERATION


Sale of Service 5475242.00 829300.00

Total 5475242.00 829300.00

2.14 OTHER INCOME


Interest Income 2214424.00 1373774.00

Misc Income 1500.00 0.00

Credit balance written off 66032.00 18250.00

Total 2281956.00 1392024.00

2.15 EMPLOYEE BENEFIT EXPENSES


Salary and Wages 575412.00 532500.00

Total 575412.00 532500.00



2.16 OTHER EXPENSES


Advertiesment Expenses 18975.00 40885.00

Audit Fees 20000.00 20000.00

Bank Charges 6478.00 3937.00

Consultancy Fees 149675.00 160000.00

Conveyances Expenses 3043.00 1870.00

Custodian Fees 83630.00 44710.00

Exchange Fees Expenses 224720.00 224720.00

Interest on late payment Expenses 7702.00 12775.00

Listing & ROC Filing Fees Expenses 20005.00 9141.00

Office Expenses 56075.00 11016.00

Postal, Ballot and Courier Expenses 32301.00 13908.00

Printing, Stationery and Xerox Expenses 23468.00 21236.00

Rent,Rates & Taxes Expenses 49993.00 12000.00

Preliminery Expenses written off 135932.00 0.00

Penalty Expenses 40075.00 0.00

Travelling Expenses 0.00 20360.00

Total: 872072.00 596558.00

Trade Payable for Expenses/Assets

Bigshare Services Pvt Ltd 14674.00 14891.00

Development Archana 0.00 40032.00

Drashti Fin Cap Pvt Ltd 0.00 26000.00

Empolyee Security Deposit 6500.00 0.00

Free Press Gujarat 18975.00 12025.00

Ishan Shah 0.00 20000.00

J J and Co 0.00 20000.00

Jeevan Jagetiya and Co. 211875.00 59000.00

Nation Infotech Pvt Ltd 0.00 1197500.00

Pinakin Shah 52360.00 0.00

Publicity Parlour 0.00 16060.00

Shree Progressive Courier Services 0.00 6954.00

Total 304384.00 1412462.00

Statutory Liabilities

TDS Payable 9871.00 13340.00

Service tax Payable 66930.00 0.00

Professional Tax Payable 680.00 0.00

Total 77481.00 13340.00

Other Current Liabilites

Other Expenses Payable 4243.00 415420.00

Salaries and Employee Benefits Payable 52382.00 341500.00

Total 56625.00 756920.00



3 Related Parties Disclosure:Related party disclosure is in accordance with the Accounting Standards (AS) 18 on “Related Party Disclosure”

notified by Companies (Accounting Standards) Rules, 2006.

A. Name of related parties and description of relationship:a. Key Management Personnel:

i) Ketan Nalinkant Shah

ii) Sandip Rajnikant Shah

b. Directors

i) Mahesh Baldevbhai Modi

B. Entity Controlled By Key Management Personnel or Directori Ideal System Private Limited

ii Abridge Solution Pvt. Ltd.

B. Transaction with Key Management Personnel (Rs. In Lakhs)

Particulars Current Year Previous Year

i Provision of service to Entity controlled by related parties 0.00 3.47

ii Interest earned on Money Advanced to entity controlled 5.63 5.33

by related parties

iii Investment in the Entity controlled by Key managerial personnel 1377.225 0.00

iv Conversion of loan into investment given to the entity controlled 936.72 0.00

by director

C. Related party relationship is as identified by Management and relied upon by Auditors’.

4 Segment Reporting:Segment Information as required by Accounting Standards (AS) 17 on “Segment Reporting” notified by Companies

(Accounting Standards) Rules 2006 is not applicable as company is in the business of one segment only.

5 Auditors Remuneration

RUPEES RUPEES

AS AT AS AT

31.03.2016 31.03.2015

1. Statutory Audit Fees 20000 20000

2. Certification Works 97175 0

3. Income tax works 40000 20000

Total 157175 40000

6. There was no employee who if employed through out the year was in receipt of remuneration in excess of Rs.

24,00,000/- p.a. or if employed for a part of the year was in receipt of remuneration in excess of Rs.2,00,000/– p.m.

7 Company is not contingent liable for any other.

8 The Company does not possess information as to which of its suppliers are ancillary industrial undertakings/small

scale industrial undertakings holding permanent registration certificate issued by directorate of Industries of a

State of Union Territory. Consequently the liability if any of interest which would be payable under “the interest

on Delayed payments to small Scale and Ancillary Industrial Undertaking Act. 1993” cannot be ascertained.

However the company has not received any claims in respect of interest.


FRN 121335W



Date : 16.06.2016 Date : 16.06.2016



INDEPENDENT AUDITOR’S REPORT

To,

The Members of Asya Infosoft LimitedAhmedabad.

Report on Consolidated Financial Statement1. We have audited the accompanying consolidated financial statements of ASYA INFOSOFT LIMITED (formally known

as ASYA INFRASTRCUTRE AND TOURISM CORPORATION LTD.) (hereinafter referred to as “the Holding Company”)

and its subsidiaries together referred to as “the Group”, comprising of the Consolidated Balance Sheet as at 31st

March, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year

then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter

referred to as“the consolidated financial statements”).

Management’s Responsibility for the financial statement2. The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements

in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and

fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of

the Group in accordance with the accounting principles generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The

Holding Company’s Board of Directors is also responsible for ensuring accuracy of records including financial

information considered necessary for the preparation of Consolidated Financial Statements. The respective Board of

Directors of the companies included in the Group are responsible for maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and

detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of

adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and presentation of the financial statements that give a true

and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the

purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as

aforesaid.

Auditors’ Responsibility3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We have

taken into account the provision of the act, the accounting and auditing standards and matters which are required

to be included in the audit report under the provisions of the act and rules made there under. We conducted our

audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding

Company’s preparation of the consolidated financial statements that give true and fair view in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether

the company has in place and adequate internal financial controls system over financial reporting and the operating

effectiveness of such control. An audit also includes evaluating the appropriateness of accounting policies used

and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as

evaluating the overall presentation of the consolidated financial statements.

5. We believe that the audit evidence obtained by us and the other auditors in terms of their reports referred to in

sub-paragraph (a) of the Other Matters paragraph below is sufficient and appropriate to provide a basis for our

audit opinion on the consolidated financial statement.

OPINION6. In our opinion and to the best of our information and according to the explanations given to us, and based on the

consideration of the reports of other auditors, on separate financial statements of the subsidiary, the aforesaid

consolidated financial statements give the information required by the Act in the manner so required and give a

true and fair view in conformity with the accounting principles generally accepted in India:



i) in the case of Consolidated Balance Sheet, of the consolidated state of affairs of the company as at 31st march2016;

ii) in the case of Consolidated statement of profit and loss, of the consolidated profit for the year ended on thatdate; and

iii) in the case of the Consolidated cash flow statement of the consolidated cash flows for the year ended on thatdate.

Other Mattersa) We did not audit the financial statements / financial information of subsidiary whose financial statements /

financial information reflect total assets of Rs. 3195.31 Lacs as at 31st March, 2016, total revenues of Rs.3183.19 Lacs and net cash flows amounting to Rs. (0.24) Lacs for the year ended on that date, as consideredin the consolidated financial statements. These financial statements / financial information are audited byother auditors whose reports have been furnished to us by the Management and our opinion on the consolidatedfinancial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary,and our report in terms of sub-sections (3) and of Section 143 of the Act, in so far as it relates to the aforesaidsubsidiary is based solely on the reports of the other auditors.Our opinion on the consolidated financial statements, and our report on other legal and regulatory requirementbelow, is not modified in respect of the above matters with respect to our reliance on the work done and thereports of the other auditors.

Report on other Legal and Regulatory Requirements8 As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law maintained by the Holding Company and itssubsidiary incorporated in India including relevant records relating to preparation of the aforesaid consolidatedfinancial statements have been kept so far as it appears from our examination of those books and records ofthe Holding Company and the reports of the other auditors in respect of entities audited by them.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated CashFlow Statement dealt with by this Report are in agreement with the relevant books of account maintained bythe Holding Company and its subsidiary incorporated in India including relevant records relating to thepreparation of the consolidated financial statements as it appears from our examination of those books andrecords of the Holding Company and the reports of the other auditors in respect of entities audited by them.

d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors of the Holding Company as on 31stMarch, 2016 taken on record by the Board of Directors of the Holding Company and the reports of the otherauditors in respect of entities audited by them entities incorporated in India, none of the Directors of theGroup companies is disqualified as on 31st March, 2016 from being appointed as a Director in terms of Section164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and theoperating effectiveness of such controls, refer to our separate report in Annexure: and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and accordingto the explanations given to us:i. The consolidated financial statements disclose the impact of pending litigations on the consolidated

financial position of the Group.ii. The holding company and its subsidiary company did not have any long-term contracts including derivative

contracts for which there were any material foreseeable losses; andiii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education

and Protection Fund by the Group during the year ended 31st March, 2016 as it appears from ourexamination of the books and records of the Holding Company and the reports of the other auditors inrespect of entities audited by them.


FRN :121335W

Jeevan JagetiyaPlace : Ahmedabad PartnerDate : 16.06.2016 M.No.046553



ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31st

March 2016, We have audited the internal financial controls over financial reporting of ASYA INFOSOFT LIMITED (hereinafter

referred to as “the Holding Company”) and its subsidiary companies, which are companies incorporated in India, as of

that date.

Management’s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Holding company and its subsidiary companies, which are companies incorporated

in India, are responsible for establishing and maintaining internal financial controls based on the internal control over

financial reporting criteria established by the Company considering the essential components of internal control stated

in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,

including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection

of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable

financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on

our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed

under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls,

both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting

was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial

reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk

that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control

based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the reports of the other auditors in respect of entities audited

by them and representation received from the management for entities un-audited referred to in the Other Matters

paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal

financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that

could have a material effect on the financial statements.



Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and not

be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India, have, in

all material respects, an adequate internal financial controls system over financial reporting and such internal financial

controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over

financial reporting criteria established by the Company considering the essential components of internal control stated

in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India as it appears from our examination of the books and records of the Holding Company and the

reports of the other auditors in respect of entities audited by them and representation received from the management

for entities un-audited.

Other Matters

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal

financial controls over financial reporting, in so far as it relates to the audited subsidiary company is based on the

corresponding reports of the other auditors.


FRN :121335W


Date : 16.06.2016 M.No.046553



CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2016(In Rs.)

Particulars Note Figures as at theNo. end of the Current

Reporting period

I. EQUITES AND LIABILITESShareholders’ Funds 2(a) Share Capital 72439500.00(b) Reserve and Surplus 58758155.00(c) Money received against share warrants 40641445.00Minority Interest 96642124.00Non - Current Liabilites 3(a) Long term Borrowings 16177305.00(b) Deferred Tax Liability 1089936.00(c) Other Long term Liabilities 0.00(d) Long term provisions 350000.00Current Liabilities 4(a) Short term borrowings 40485254.00(b) Trade pauables 29004045.00(c) Other current Liabilites 26804512.00(d) Short term provisions 1958963.00

TOTAL 384351239.00

II. ASSETSNon- current Assets(a) Fixed Assets 5

(i) Tangibel Assets 15443811.00(ii) Intangible Assets(iii) Capital work in progress 33200000.00(iv) Intangible assets under development

(b) Non Current Investments 6 24367200.00(c) Deferred tax assets(d) Long term loans and advances 7 15936363.00(e) Other non current assets 0.00Goodwill on Consolidation 33539181.00Current assets 8(a) Inventories 26020000.00(b) Trade receivables 139014375.00(c) Cash and bank balances 16331213.00(d) Short term advances 77541779.00(e) Other current assets 2957317.00

TOTAL 384351239.00

Significant Accounting Policies 1Notes 1 to form integral part of Financial Statements


FRN 121335W



Date : 16.06.2016 Date : 16.06.2016



CONSOLIDATED STATEMENT OF PROFIT AND LOSS ACCOUNT AS AT 31ST MARCH, 2016(In Rs.)

Particulars Note Figures as at theNo. end of the Current

Reporting period

I Revenue from Operations 9 319252243.00

II Other Income 10 6824454.00

III Total Income (I+II) 326076697.00

IV EXPENSES

Cost of Material Consumed

Purchase of Stock in trade 235541972.00

Data entry job charges expenses 39641666.00

Changes in inventories of finished goods and work in progress 11 -13562900.00

Employee benefit expenses 12 17305012.00

Finance costs 13 5835624.00

Depreciation and amortization expenses 5 6303316.00

Other expenses 14 17343335.00

TOTAL EXPENSES 308408025.00

V Profit before exception and extraordinary items and tax (III-IV) 17668672.00

VI Exceptional Items 0.00

VII Profit before tax (V+VI) 17668672.00

VIII Less: Tax Expenses

Current tax 5483731.00

Deferred Tax -630438.00

IX Profit after tax (before adjustment for minority interest) 12815379.00

X. Share of (profit)/loss transfreed to Minority interest 4272050.00

XI Pre acquisition profit 512936.00

XII Profit after tax (after adjustment for minority interest 8030393.00

and pre acquisition profit) (IX-X-XI)

XIII Earings per equity shares 16

(1) Baisc 1.11

(2) Diluted 0.64

Significant Accountign Policies 1

Notes 1 to form integral part of Financial Statements


FRN 121335W



Date : 16.06.2016 Date : 16.06.2016



CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH 2016In Rs.

PARTICULARS 31-03-2016

A CASH FLOW FROM OPERATING ACTIVITY

Net profit before adjustment for tax and extraordinary transaction 17668672.00

ADJUSTMENT FOR:

Preliminary Expenses 135932.00

Finance Cost 5835624.00

Depriciation Expenses 6303316.00

Interest Income (6583113.00)

Operating profit before change in working capital 23360431.00

ADJUSTMENT FOR:

(Increase)/Decrease in Trade and Other Receivables (32143029.00)

(Increase)/Decrease in inventories (13562900.00)

(Increase)/Decrease in Trade Creditors and Other Liabilities (54250119.00)

Operating cash flow before tax and extraoridanary items (76595617.00)

Tax Paid (4802269.00)

NET CASH FLOW FROM OPERATING ACTIVITY (81397886.00)

B CASH FLOW FROM INVESTING ACTIVITY

Purchase of Fixed assets (36826328.00)

Non Current Investement in Ideal System Pvt Ltd (15135000.00)

Interest received 6583113.00

Long term advance (558023.00)

NET CASH FLOW FROM INVESTING ACTIVITY (45936238.00)

C CASH FLOW FROM FINANCING ACTIVITY

Receipt against issue of Share warrnats and subsequent 137191307.00converstion of part warrants into equity shares

Repayment of short term borrowings (398612.00)

Repayment of long term borrowings (5641320.00)

Finance Cost (5835624.00)

Preliminary Expenses incurred (679658.00)

NET CASH FLOW FROM FINANCING ACTIVITY 124636093.00

Net Increase\(Decrease) in Cash and Cash Equivqlents (2698031.00)

Opening Balance of Cash and Cash Equivalents 19029244.00

Closing Balance of Cash and Cash Equivalents 16331213.00


FRN 121335W



Date : 16.06.2016 Date : 16.06.2016



Notes Forming Part of Consolidated Financial Statements

1 SIGNIFICANT ACCOUNTING POLICIES

1. BASIS OF CONSOLIDATION

The consolidated financial statements related to Asya Infosoft Limited (the Company) and its subsidiary.

The accounts are prepared on historical cost basis and in accordance with the applicable accounting

standards and other applicable relevant statutes.

A. BASIS OF ACCOUNTING

1.1 The financial statements of the subsidiary company used in the consolidation are drawn up

to the same reporting date as of the Company.

1.2 The financial statements of the Company and subsidiary companies have been prepared in

accordance with the applicable Accounting Standards and generally accepted accounting

principles.

B. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements have been prepared in accordance with the applicable

Accounting Standards on the following basis:-

1.1 The financial statements of the Company and its subsidiary companies are combined on a

line-by-line basis by adding together the book values of like items of assets, liabilities,

income and expenses, after fully eliminating intra group balance and intra-group transactions

resulting in unrealized profits or losses in accordance with Accounting Standard (AS) 21 –

“Consolidated Financial Statements” as notified under Companies Accounting Standard Rules,

2006.

1.2 The Consolidated Financial Statements are prepared using uniform accounting policies for

like transactions and other events in similar circumstances and are presented to the extent

possible in the same manner as the company’s separate Financial Statements except as

otherwise disclosed in the Notes to Accounts.

1.3 The excess of the cost to the Company of its Investment in Subsidiary over its share/

proportionate share in the equity of the investee company as at the date of acquisition of

stake is recognized in the Financial Statements as Goodwill.

1.4 Minority interest’s share of net profit/Loss of consolidated subsidiary for the year is identified

and adjusted against the income of the group in order to arrive at the net income attributable

to shareholders of the Company.

1.5 Minority interest’s share of Net Assets of consolidated subsidiary is identified and presented

in the consolidated Balance Sheet separately from liabilities and the equity of the company’s

shareholders.

C. OTHER SIGNIFICANT ACCOUNTING POLICIES

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared and presented under the historical cost

convention, on the accrual basis of accounting in accordance with the accounting principles

generally accepted in India (‘Indian GAAP’) and comply with the Accounting Standards

prescribed in the Companies (Accounting Standards) Rules, 2006 which continue to apply

under Section 133 of the Companies Act, 2013, (‘the Act’) read with Rule 7 of the Companies

(Accounts) Rules, 2014 and other relevant provisions of the Companies Act, 1956, to the

extent applicable.

1.2 Use of estimates

The preparation of the financial statements are in conformity with Indian GAAP requires the

Management to make estimates and assumptions considered in the reported amounts of

assets and liabilities (including contingent liabilities) and the reported income and expenses

during the year. The Management believes that estimates used in preparation of the financial

statements are prudent and reasonable. Future results could differ due to these estimates



and the differences between the actual results and the estimates are recognized in the

periods in which the results are known / materialize.

1.3 Inventories

Inventories are valued as under (FIFO method)

Raw Material : At Cost

WIP : At estimated Cost

1.4 Depreciation

Depreciation on Fixed Assets has been provided on the Straight Line method as per the

useful life prescribed in Schedule II to the Companies Act, 2013.

Individual assets costing less than Rs.5, 000 are fully depreciated in the year of capitalization.

1.5 Revenue recognition

(a) Sales of goods:

Sales and revenues from services are recognized, net of returns and trade discounts, on

transfer of significant risks and rewards of ownership to the buyer, which generally

coincides with the delivery of goods to customers or on completion of services. Sales

exclude service tax and value added tax.

(b) Interest

Interest income is accounted on accrual basis.

(c) Dividends

Dividend income is recognized when the Company’s right to receive dividend is established

on the reporting date.

1.6 Expenditure

Expenses are accounted on accrual basis and provision is made for all known losses and

liabilities except gratuity. Gratuity is accounted on payment basis or as and when the liability

to pay arises, whichever event occurs earlier.

1.7 Fixed assets

a Tangible Fixed Assets:

Fixed assets are carried at cost less accumulated depreciation and impairment losses, if

any. The cost of fixed assets includes interest on borrowings attributable to acquisition

of qualifying fixed assets up to the date the asset is ready for its intended use and

other incidental expenses incurred up to that date. Subsequent expenditure relating to

fixed assets is capitalized only if such expenditure results in an increase in the future

benefits from such asset beyond its previously assessed standard of performance.

b Capital work-in-progress:

Projects under which assets are not ready for their intended use and other capital work-

in-progress are carried at cost, comprising direct cost, related incidental expenses and

attributable interest.

1.8 Foreign currency transactions and translations

Current assets and current liabilities are not translated at the exchange rate prevailing on

the last day of the year.

Foreign Exchange transactions are converted into Indian rupees at the prevailing rate on

the date of the transaction.

1.9 INVESTMENT

Investments are classified into Current and Non Current Investments. Current Investments

are stated at lower of cost or market value. Non Current investments are stated at cost less

provision for diminution. Provision for diminution is made to recognize decline (other than

temporary) in the value of investments, if any.



1.10 Borrowing costs

Borrowing costs include interest, amortization of ancillary costs incurred and exchange

differences, if any arising from foreign currency borrowings to the extent they are regarded

as an adjustment to the interest cost. Costs in connection with the borrowing of funds to

the extent not directly related to the acquisition of qualifying assets are charged to the

Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and

utilized for qualifying assets, pertaining to the period from commencement of activities

relating to construction / development of the qualifying asset up to the date of capitalization

of such asset is added to the cost of the assets. Capitalization of borrowing costs is suspended

and charged to the Statement of Profit and Loss during extended periods when active

development activity on the qualifying assets is interrupted.

1.11 Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in

accordance with the provisions of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid, if any, in accordance with the tax laws, which gives

future economic benefits in the form of adjustment to future income tax liability, is considered

as an asset if there is convincing evidence that the Company will pay normal income tax.

Accordingly, MAT is recognized as an asset in the Balance Sheet when it is probable that

future economic benefit associated with it will flow to the Company.

Deferred tax is recognized on timing differences, being the differences between the taxable

income and the accounting income that originate in one period and are capable of reversal

in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax

laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are

recognized for all timing differences. Deferred tax assets in respect of unabsorbed depreciation

and carry forward of losses are recognized only if there is virtual certainty that there will be

sufficient future taxable income available to realize such assets. Deferred tax assets are

recognized for timing differences of other items only to the extent that reasonable certainty

exists that sufficient future taxable income will be available against which these can be

realized. Deferred tax assets and liabilities are offset if such items relate to taxes on income

levied by the same governing tax laws and the Company has a legally enforceable right for

such set off. Deferred tax assets are reviewed at each Balance Sheet date for their reliability.

1.12 Impairment of assets

The carrying values of assets / cash generating units at each Balance Sheet date are reviewed

for impairment. If any indication of impairment exists, the recoverable amount of such

assets is estimated and impairment is recognised, if the carrying amount of these assets

exceeds their recoverable amount. The recoverable amount is the greater of the net selling

price and their value in use. Value in use is arrived at by discounting the future cash flows

to their present value based on an appropriate discount factor. When there is indication

that an impairment loss recognised for an asset in earlier accounting periods no longer

exists or may have decreased, such reversal of impairment loss is recognised in the Statement

of Profit and Loss, except in case of revalued assets, if any.

1.13 Contingent Liabilities and Provisions

A provision is recognized when the Company has a present obligation as a result of past

events and it is probable that an outflow of resources will be required to settle the obligation

in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits)

are not discounted to their present value and are determined based on the best estimate

required to settle the obligation at the Balance Sheet date. These are reviewed at each

Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities

are disclosed in the Notes.



1.14 Contingent Liabilities Not Provided For:

2015-16 2014-15(In Lacs) (In Lacs)

Bank Guarantee 20.21 40.79

Claims against the Company not Acknowledged as Debt* 0.00 0.00

* Claims against the Company not Acknowledged as Debt does not include Demand from

Indian Income Tax Authority for payment of Tax Rs. 513810 for financial year 2012-13 on

completion of assessment proceeding of respective year. The company has filed an appeal

before Commissioner of Income Tax (Appeals). It also does not include Demand from Gujarat

Sales Tax Authority for payment of tax Rs.7345225 for financial years 2009-10 on completion

of assessment proceeding of respective year. The company has filed an appeal before Deputy

Commissioner of Sales Tax (Appeals). Company is contesting the demand and the management

believes that the demand will not sustain in the Appellate Process. The management believes

that the ultimate outcome of these proceedings will not have a material adverse effect on

the company’s financial position.

1.15 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted

and to the extent that there is no uncertainty in receiving the claims.

1.16 Service Tax / Value Added Tax

Service tax and VAT are not charged to Profit & Loss A/c.

1.17 Sundry Creditors, Sundry Debtors, Deposits, Loans & Advances recoverable in Cash or kind

are subject to confirmation.

1.18 As per the opinion of the management the realizable value of the assets of the company as

on 31st March, 2016 is more than the book value of the respective assets. However this is a

small company having very few Assets no report obtained from the registered valuer.

1.19 Details of C.I.F. Value of Imports, Expenditure in Foreign currency and earnings inforeign currency are as under:

2015-16 2014-15(In Lacs) (In Lacs)

a. CIF Value of Import

Raw Materials Nil Nil

Machineries Nil Nil

b. Expenditure in foreign currency

Exhibition Expenses & Foreign Travelling Exp Nil Nil

c. Earning in Foreign Currency

Export Sales 0.00 27.50

1.20 Details of Raw Material consumed

As on 31.03.2016 As on 31.03.2015

% of Consumption % of Consumptiontotal value (Rs.) total value (Rs.)

a. Imported Nil Nil Nil Nil

b. Indigenous Nil Nil Nil Nil



NOTE 2 SHAREHOLDERS’ FUND

Particulars Amt. as at 31.03.2016

(a) SHARE CAPITALAuthorised Share Capital:17000000 Equity Shares of Rs. 10/- Each 170000000.00Issued, Subscribed and Paid Up Capital 72439500.007243950 Equity Shares of Rs. 10/- Each

Issued and Fully Paid (Pr. Year 3000000 Shares of Rs.10/- Each)

TOTAL 72439500.00

The Company has only one class of shares referred to as Equity Shares having a face value of Rs. 10/-. Each holder

of Equity shares is entitled to one vote per share.

The Company declare and Pays dividend in Indian Rupees. The Dividend Proposed by Board of Directors is subject

to approval of the shareholder in the next Annual General Meeting

The reconcilation of the number of shares outstanding as at March 31, 2016 is set out below

Particulars As at 31.03.2016

Number of Shares at the Beginning 3000000.00

Add: Shares Issued during the year 4243950.00

Number of Shares at the End 7243950.00

Details of Shareholders holding more than 5% shares in the Company

Particulars As at 31.03.2016

Name No Of Shares % of Holding

Aditya Shree Ramji M 1000000.00 13.80%

Drashti Fincap Pvt Ltd 1800000.00 24.85%

(b) Reserve and Surplus


A Security PremiumOpening Balance 0.00

Add: Addition during the year 54110362.00

Less: Utilisation during the year 0.00

Closing Balance 54110362.00

B Special ReserveOpening Balance 3006684.00




C Investment Allownaces ReserveOpening Balance 11100.00




D Profit and Loss AccountOpening Balance -6400384.00




TOTAL 58758155.00




NOTE-3 NON CURRENT LIABILITES

(a) Long term borrowings

Unsecured

Deposits

Trade Deposit 15099021.00

From directors 1078284.00

Less: Current maturity of long term borrowings 0.00

TOTAL 16177305.00

(b) Deferred tax liability

Timing differences on account of

1 Deferred tax liability 2582268.00

On account of Depericiation

2 Deferred tax assets

On account of expenditure disallowances 1492332.00

3 Net deferred tax liability (1-2) TOTAL 1089936.00

(c) Long term provisions

Provision for gratutiy 350000.00

TOTAL 350000.00

NOTE 4 CURRENT LIABILITIES

(a) Short term borrowings

Secured

Loans from Bank

Bank of baroda Cash credit 30376915.00

Bank of baroda Clean overdraft 10121159.00

Overdraft from syndicate bank -12820.00

TOTAL 40485254.00

Bank of baroda Cash credit and Bank of baroda Clean overdraft

It is secured by hypothetication of movable assets, stock, books debts and personal

gurantee of directors of ketan shah and sandip shah. It is also secured by third

party gurantee of Smt. Hemal shah and Smt. Mona Shah. It is further secured by

equitable mortgage of office premises and hypotherication of plant and machineries

as well as FDR of Rs. 43 lacs of the company as well as equitable mortgage of

properties of Smt. Hemal Shah and Mona shah.

(b) Trade payables other than Small micro and medium enterprise 29004045.00

TOTAL 29004045.00




NOTE 4 CURRENT LIABILITIES

(c) Other current liabilites

Payable for expenses 4639932.00

Professional tax payable 4160.00

Provision for Income tax 891819.00

Esic payable 5692.00

Unpaid PF expenses 121241.00

Tds Payable 9871.00

Muncipal Tax payable 47432.00

Creditors for expenses 16135356.00

Service tax payable 4869449.00

professional fees payable 29600.00

Security deposits refundable -Current 49960.00

TOTAL 26804512.00

(d) Short term provisions

Unpaid audit fees 100000.00

Unpaid legal and professional fees 65100.00

Provision for salary expenses 1673409.00

Provision for electricity expenses 22064.00

Provision for telephone expenses 98390.00

TOTAL 1958963.00

NOTE 5 Fixed Assets Block

Gross Block Depreciation Net Block

Gross Block Addition Deduction Balance Total Depreciation Total Deduction Net Block Net Blockas on 1-4-2015 as on Depreciation as for Depreciation as On Dep. As on As on

31-03-2016 on 01-04-2015 the year on 31-3-2016 31-03-2016 31-03-2015

A TANGIBLE ASSETSOFFICE PREMISES 2001000.00 0.00 0.00 2001000.00 477947.00 89172.00 567119.00 0.00 1433881.00 1523053.00

ELECTRICAL FITTINGS 1185390.00 0.00 0.00 1185390.00 987243.00 62176.00 1049419.00 0.00 135971.00 198147.00

AND OFFICE EQUIPMENTS

FURNITURE & FIXTURES 1554531.00 0.00 0.00 1554531.00 1446720.00 41262.00 1487982.00 0.00 66549.00 107811.00

SOFTWARE ASSETS 23790285.00 0.00 0.00 23790285.00 9260251.00 4888497.00 14148748.00 0.00 9641537.00 14530034.00

COMPUTER 6091534.00 3626328.00 0.00 9717862.00 4895128.00 1177220.00 6072348.00 0.00 3645514.00 1196406.00

BIOMETRIC MACHINERY 670399.00 0.00 0.00 670399.00 252194.00 34850.00 287044.00 0.00 383355.00 418205.00

AND ACC

BARCODE PRINTER 152082.00 0.00 0.00 152082.00 4939.00 10139.00 15078.00 0.00 137004.00 147143.00

35445221.00 3626328.00 0.00 39071549.00 17324422.00 6303316.00 23627738.00 0.00 15443811.00 18120799.00

B CAPITAL WORK IN 0.00 33200000.00 0.00 33200000.00 0.00 0.00 0.00 33200000.00 0.00

PROGRESS

Total: 35445221.00 36826328.00 0.00 72271549.00 17324422.00 6303316.00 23627738.00 0.00 48643811.00 18120799.00

Pr year 19430147.00 14817574.00 0.00 34247721.00 13879767.00 379136.00 17323328.00 16924393.00 5550380.00




NOTE 6 NON CURRENT INVESTMENTSNon Trade Investment (Valued at cost unless stated otherwise)Investment in preference shares(unquoted)1000000 Prefrence shares of Rs. 10/- each in Accura tradelink pvt. ltd. (At cost) 10000000.00500000 Prefrence shares of Rs.10/- each in Easy advisory pvt ltd. (At cost) 5000000.00936720 Reddemable non convertible prefrence shares of Rs. 10/- each fully paid 9367200.00fo Abridge solution pvt. Ltd

TOTAL 24367200.00

NOTE 7 LONG TERM LOANS AND ADVANCES(a) Trade deposit 617000.00(b) Other Loans and advances

Unsecured considered doubtful to related partiesAbridge solution Pvt Ltd 507217.00Unsecured considered doubtfulCharms Indsutries Limited 500000.00Amba Corporation 14312146.00

TOTAL 15936363.00

NOTE 8 CURRENT ASSETS(a) INVENTORIES

WIP 26020000.00

TOTAL 26020000.00

(b) Trade receivablesExceeding six months

Unsecured considered good 67345699.00Other debts considered good 71668676.00

TOTAL 139014375.00

(c) CASH AND BANK BALANCEA Cash and cash equivalens

Cash in hand 6058811.00B Other Bank balance

In Current Accounts 21449.00In fixed deposit 10144383.00In Other deposits 106570.00

TOTAL 16331213.00

(d) SHORT TERM LOANS & ADVANCESUnsecured considered good, unless otherwise statedLoans and advance to others 57257927.00Prepaid expenses 6020.00TDS Receivables 7386581.00Advance to suppliers 12668972.00Service tax under vces 99.00Service tax receivable 68496.00Airtel Advance 517.00Service tax recoverable 2014-15 244.00Vat Receivable 138123.00Loans and advances to employees 14800.00

TOTAL 77541779.00

(e) OTHER CURRENT ASSETSEarnest money deposit 2413591.00Prelimienry expenses not written off 543726.00

TOTAL 2957317.00




NOTE 9 REVENUE FROM OPERATIONSSale of Product (gross) 236734545.00

Sale of Services

Information Techonology Services 82517698.00

TOTAL 319252243.00

NOTE 10 OTHER INCOMEInterest on fixed deposit 813118.00

Interest on other deposit 5769995.00

Interest on Income tax refund 158697.00

Franchies Fees 15100.00

Misc Income 1500.00

Credit balance written off 66032.00

Rounding off 12.00

TOTAL 6824454.00

NOTE 11 CHANGES IN INVENTORIESInventory at the end of the year

Work in progress 26020000.00

Traded Goods 0.00

26020000.00

Inventory at the end of the year

Work In progress 12435000.00

Traded Goods 22100.00

12457100.00

(Increase)/Decrease in inventories

Work in Progress (13585000.00)

Traded Goods 22100.00

TOTAL (13562900.00)

NOTE 12 EMPLOYEE BENEFIT EXPENSESSalary and wages 13117845.00

Bonus expenses 545646.00

Reimbursement expenses 3236.00

Incentive salary 2137.00

Leave encashment 37168.00

Arrears of salary 827066.00

Mobile and other allowances 708542.00

Staff welfare expenses 49125.00

Contribution to provident and other funds 2014247.00

TOTAL 17305012.00

NOTE 13 FINANCE COSTSInterest on short term loans from banks 5266278.00

Other interest charges 206431.00

Other finance cost 362915.00

TOTAL 5835624.00




NOTE 14 OTHER EXPENSES

Audit fees 120000.00

Advertising expenses 20938.00

Cartage and labour charges 2400.00

Power and fuel 176234.00

Insurance expenses 34894.00

Custodian Fees expenses 83630.00

Discount expenses 110213.00

Legal and professional charges 614355.00

Exchange fees expenses 224720.00

Petrol expenses 14388.00

Postage and couries expenses 39448.00

Printing and stationery expenses 92839.00

Professional tax expenses 2000.00

Repairs and maintance expenses 144910.00

Tea and refreshment expenses 55508.00

Telephone and postage expenses 80341.00

Travelling expenses 296165.00

Technical and tender fees expenses 11500.00

Interest on late payment of taxes 7702.00

Internet charges 36500.00

Muncipal Tax expenses 109776.00

Other expenses 47050.00

Office expenses 247359.00

Computer scanner rent expenses 8220000.00

Project management and consultancy expenses 2606845.00

Membership fees expenses 81552.00

Sales promotion expenses 106902.00

TDS receivable written off 1784499.00

Preliminary expenses written off 135932.00

Penalty expenses 40075.00

Swachh bharat cess 70328.00

ROC expenses 33805.00

Franking expenses 63600.00

Vat/Sales tax expenses 3104.00

Donations expenses 1500000.00

NDLM Trainging programme expenses 123823.00

TOTAL 17343335.00



15 Related Party

Information about related parties as required by the Accounting Standard-18 are as under:

Related party relationship is as identified by Management and relied upon by Auditors’.

16 Earnings per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity

shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to

equity shareholders and the weighted average number of shares outstanding during the period are adjusted for

the effects of all dilutive potential equity shares.

17 Donation to Political Party

Donations includes donation to Rastriya Komi Ekta Party Rs. 10 lacs which is exceeding the limits prescribed in

sec. 182 of The Companies Act 2013.

18 The company received in-principle approval for issue of 1,25,00,000 warrants convertible into equal number of

equity shares of Rs. 10/- each to Non-Promoters, to be issued at a price not less than Rs. 22.75/- per share on a

preferential basis in terms of Clause 24(a) of the Listing Agreement. The company had allotted 1,04,25,000

Sr No Related Party Relationship Transaction Amount (In Rs.)

Closing Balance (31/03/2016)

1 Sandip R Shah Key Managerial personnel

Managerial Remuneration 960000

Acceptance of Loan 5545000

Repayment of Loan 6065000

Unsecured Loan 981709

2. Ketan S. Shah Key Managerial personnel

Director Remuneration 960000

Loan Repayment 1246400

Unsecured Loan 96575

3 Mona S Shah Relative of Key Managerial personnel

Salary 420000

4 Hemal K Shah Relative of Key Managerial personnel

Salary 420000

5 Mahesh baldevbhai Modi

Director Nil Nil Nil

6 Abridge Solution Private Limited

Entity controlled by related

parties

Interest on Money advanced

5.63

7 Abridge Solution Private Limited

Entity controlled by related

parties

Investment in the Redeemable Non

Convertible Preference Shares(Loan given to the tune of Rs. 936.72 lakhs has been converted into

Redeemable non convertible preference

shares)

936.72 lakhs

�




FRN 121335W



Date : 16.06.2016 Date : 16.06.2016

warrant against receipt of at least 25% amount of offer price. Out of 1,04,25,000 warrant, The company had

converted 4243950 warrant into equity shares and got the listing approval of 4243950 shares.

19 The company had given loan of Rs. 8000000 to Abridge Solutions Private Limited. The amount of loan along with

interest to the tune of Rs. 9367200 has been converted into 936720 Redeemable Non Convertible Preference

Shares as on 30.03.2016.

20 Segment Reporting:

Segment Information as required by Accounting Standards (AS) 17 on “Segment Reporting” notified by Companies

(Accounting Standards) Rules 2006 is not applicable as company is in the business of one segment only.

21 There was no employee who if employed through out the year was in receipt of remuneration in excess of Rs.

24,00,000/- p.a. or if employed for a part of the year was in receipt of remuneration in excess of Rs.2,00,000/–

p.m.

22 The Company does not possess information as to which of its suppliers are ancillary industrial undertakings/small

scale industrial undertakings holding permanent registration certificate issued by directorate of Industries of a

State of Union Territory. Consequently the liability if any of interest which would be payable under “the interest

on Delayed payments to small Scale and Ancillary Industrial Undertaking Act. 1993” cannot be ascertained.

However the company has not received any claims in respect of interest.

TEAR HERE

ASYA INFOSOFT LIMITEDCIN : L72900GJ1985PLC029849

Regd. Office : H.N. House C-4th Floor, (Nidhi Complex), Stadium 5 Roads, Navrangpura, Ahmadabad – 380009

ATTENDANCE SLIP

Full name of the Member attending :

Name of Proxy :

I hereby record my presence at the Annual General Meeting being held on Thursday 29th September 2016 at 12.00p.m. at H.N. House C-4th Floor, (Nidhi Complex), Stadium 5 Roads, Navrangpura, Ahmadabad – 380009

Regd. Folio No.

DP Id*

Client Id*

No. of Share held

* Applicable for members holding shares in dematerialised form.

Note : Persons attending the Annual General Meeting are requested to bring their copies of Annual Report.



Form-MGT-11

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and

Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

31st Annual General Meeting – 29th day of September, 2016 at 12.00 p.m.CIN : L72900GJ1985PLC029849

Name of the company : ASYA INFOSOFT LIMITED

Registered office : H.N. House C-4th Floor, (Nidhi Complex), Stadium 5 Roads, Navrangpura, Ahmadabad – 380009

Name of the Member(s) :

Registered Address :

Email :

DP ID :

Folio No. / Client ID No. :

I/We, being the member(s) of shares of the above named Company, hereby appoint:

1) Name : Address :

E-mail Id :

Signature: Or falling him/her

2) Name : Address :

E-mail Id :

Signature: Or falling him/her

3) Name : Address :

E-mail Id :

Signature:

[PTO]

Member’s/Proxy’s Signature

(To be signed at the time of handling over the slip)


TEAR HERE

as my/our proxy to attend and vote (on a poll) for me/us and my/our behalf at the 31st Annual general meeting of the

company, to be held on the 29th day of September, 2016 at 12.00 P.M. at the registered office of the Company situated

at H.N. House C-4th Floor, (Nidhi Complex), Stadium 5 Roads, Navrangpura, Ahmadabad – 380009 and at any adjournment

thereof in respect of such resolutions as are indicated below:

Resolution No. Particulars

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2016 Statement of

Profits & Loss and together with Cash Flow Statement and Notes forming part thereto (“Financial

Statement”) for the year ended on 31st March, 2016 and Report of the Board of Directors and

Auditors thereon.

2. To appoint a Director in place of Mr.Sandip R Shah who retires by rotation and being eligible,

offers herself for re-appointment.

3. To ratify the appointment of Auditors of the Company and fix their remuneration.

4. Investment In Excess Of the Aggregate Of The Paid Up Share Capital And Free Reserves

5. To approve Related party Transactions to be entered into by the company.

Signed this day of 2016

Signature of Member

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the RegisteredOffice of the Company, not less than 48 hours before the commencement of theMeeting.

Affix

Revenue

Stamp

ASYA INFOSOFT LIMITEDRegd. Office : H.N. House C-4th Floor, (Nidhi Complex), Stadium 5 Roads, Navrangpura, Ahmadabad – 380009

ROUTE MAP OF THE AGM VENUE

If undelivered

Please return to :



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apat

i (A

’bad

) 07

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11

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ASYA INFOSOFT LIMITED › bseplus › AnnualReport › 511144 › ...ASYA INFOSOFT LIMITED (Erstwhile known as ASYA Infrastructure & Tourism Corporation Ltd) (Formerly known as SAYA