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Directors Report of Palsoft Infosystems Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 21st Report and audited accounts for the financial year ended on March 31, 2014.

FINANCIAL RESULTS

(Rs. in Lacs) PARTICULARS 2013-14 2012-13

Total Income 32.65 28.50

Profit/(Loss) before 0.44 0.01

Depreciation & Provisions Depreciation 0.14 0.15

Provisions for Doubtful 0.00 89.30

Debts & Diminution in value of Investment Provisions written back 0.00 89.83

Tax Expenses 0.00 0.00

Net Profit/(Loss) 0.30 0.39

OPERATIONS

During the year under review, the Company earned total income of Rs.32.65 Lacs as against Rs.28.50 Lacs during the year 2012-13. However, the Net Profit for the year under review was Rs.0.30 Lacs as compared to a profit of Rs.0.39 Lacs during the year 2012-13.

DIVIDEND

In view of the inadequate profits in the current financial year, the Board regrets its inability to recommend any dividend for the year under review.

RESERVES

During the year, no amount was transferred to reserves.

AUDITORS

TheAuditors of the Company M/s Kalani & Company, Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Audit Committee has recommended to the Board, the re-appointment of M/s Kalani & Company, Chartered Accountants, Jaipur, the present Auditors of the Company as StatutoryAuditors of the Company from the conclusion of forthcoming Annual General Meeting for a period of 3 years till the conclusion of 24th Annual General Meeting of the Company to be held in 2017, subject to approval of the shareholders at the Annual General Meeting. The auditors have furnished a certificate to the effect that the proposed re-appointment, if made, will be in accordance with Section 141 of the Companies Act, 2013.

COST AUDITORS

During the year, Board had appointed PRJ & Associates, Cost Accountant to furnish Compliance certificate under Companies (Cost Accounting Records) Rules, 2011. The Company shall duly file the Compliance certificate for the financial year ended March 31, 2014 with the Ministry of CorporateAffairs.

AUDITOR''S OBSERVATIONS

Observations of auditor are self explanatory and do not require any further to be commented by directors in this report.

DIRECTORS

There was no change in composition of Board of Directors during the financial year 2013-14. As per the provisions of newly applicable Companies Act, 2013, Shri Naveen Gupta will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible seeks re-appointment. To

comply with the provisions of Section 149 and other applicable provisions of Companies Act, 2013, the Board has recommended appointment of Shri Naresh Kumar Gupta and Shri Rajendra Prasad Daga as Independent Directors of the Company for a period of five years as mentioned in the notice of the forthcoming Annual General Meeting.

PARTICULARS OF EMPLOYEES

None of the employees fall under the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

SUBSIDIARIES

The Company does not have any subsidiary Company.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed and forms part of this annual report.

MANAGEMENT DISCUSSION & ANALYSIS

The report on Management Discussion & Analysis as required under the Listing Agreement with the Stock Exchanges is annexed and forms part ofAnnual Report.

COMPLIANCE CERTIFICATE

Pursuant to proviso to Section 383A of the Companies Act, 1956, a Company having paid up share capital of Rs. 10 Lacs and above but upto Rs. 500 Lacs is required to obtain Compliance Certificate from Company Secretary or where the Company has not employed Company Secretary then by Company Secretary in whole time practice.

The Compliance certificate obtained from the Company Secretary is annexed and forms part of the Directors'' Report.

PUBLIC DEPOSITS

During the year under review, your Company has not

accepted any deposits from public.

DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE AND DELHI STOCK EXCHANGE

Your directors recommended the voluntary delisting of shares from Jaipur Stock Exchange Limited and Delhi Stock Exchange as these Stock Exchanges have lost their relevance in the recent past as the transaction in securities are done online and in dematerialized form.

The Special Resolution for delisting was passed in last AGM but the same could not be carried out.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the CompaniesAct, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your company at the end of the financial year and of the profit of your company for that period;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure - I to this Directors Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the co-operation extended by the Government authorities, Bankers, Customers and other business associates and are grateful for their assistance, guidance and support. Your Directors are also grateful to the employees, shareholders and general public for their support and confidence reposed in the management.

For and on behalf of the Board of Directors Sd/- Sd/- Place : Jaipur (Anubha Gupta) (Naveen Gupta) Date : 12.08.2014 Whole-time Director Director DIN : 02914072 DIN : 01335569


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their 20th Report and audited accounts for the financial year ended on March 31, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS 2012-13 2011-12

Total Income 28.50 22.88

Profit/(Loss) before 0.01 (9.71)

Depreciation & Provisions

Depreciation 0.15 0.17

Provisions for Doubtful Debts & Diminution in 89.30 13.68

value of Investment

Provisions written back 89.83 7.00

Tax Expenses 0.00 0.00

Net Profit/(Loss) 0.39 (16.56)

OPERATIONS

During the year under review, the Company earned total income of Rs. 28.50 Lacs as against Rs. 22.88 Lacs during the year 2011-12 thus registering a growth of approx. 25%. The Net Profit for the year under review was Rs. 0.39 Lacs as compared to a loss of Rs. 16.56 Lacs during the year 2011-12.

DIVIDEND

In view of the inadequate profits in the current financial year, the Board regrets its inability to recommend any dividend for the year under review.

RESERVES

During the year, no amount was transferred to reserves.

AUDITORS

The Auditors of the Company M/s Kalani & Company, Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The auditors have furnished a certificate to the effect that the proposed re-appointment, if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act, 1956.

COST AUDITORS

During the year, Board appointed Mr. Sultan Singh, Cost Accountant to furnish certificate under Rule 2 of The Companies (Cost Accounting Records) Rules, 2011. The Board has obtained the Compliance Certificate for the year ended March 31, 2013 and will file the same along with XBRL filing.

AUDITOR''S OBSERVATIONS

Observations of auditor are self explanatory and do not require any further to be commented by directors in this report.

DIRECTORS

Shri Amit Mahipal Gupta has resigned from the post of Managing Director w.e.f. May 11, 2012. However, he still continues to be associated with the Company as a Non-exeutive Director.

The service tenure of Shri Amit Mahipal Gupta and Smt. Anubha Gupta expired on December 31, 2012. The service agreement of Smt. Anubha Gupta was renewed for 3 years from January 01, 2013 to December 31, 2015. However, Shri Amit Mahipal Gupta continues to be associated with the Company as a Non-Executive Director. Also, Smt. Anubha Gupta had foregone her remuneration except perquisites for the period of one year w.e.f. January 1, 2013 to December 31, 2013.

As per provisions of Articles of Association, Shri Amit Mahipal Gupta retires by rotation and being eligible, offers himself for re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees fall under the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

SUBSIDIARIES

The Company does not have any subsidiary Company.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed and forms part of this annual report. As on date, the company has complied with all provisions pertaining to Clause 49 of the Listing Agreement with the Stock Exchanges in this regard.

MANAGEMENT DISCUSSION & ANALYSIS

The report on Management Discussion & Analysis as required under the Listing Agreement with the Stock Exchanges is annexed and forms part of Annual Report.

COMPLIANCE CERTIFICATE

Pursuant to proviso to Section 383A of the Companies Act, 1956, a Company having paid up share capital of Rs. 10 Lacs and above but upto Rs. 500 Lacs is required to obtain Compliance Certificate from Company Secretary or where the Company has not employed Company Secretary then by Company Secretary in whole time practice.

The Compliance Certificate obtained from the Company Secretary is annexed and forms part of the Directors'' Report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE AND DELHI STOCK EXCHANGE

Your Directors recommended the voluntary delisting of shares from Jaipur Stock Exchange Limited and Delhi Stock Exchange as these Stock Exchanges have lost their relevance in the recent past as the transaction in securities are done online and in dematerialized form.

The Special Resolution for delisting was passed in last AGM but the same could not be carried out.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your company at the end of the financial year and of the profit of your company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure - I to this Directors Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the co-operation extended by the Government authorities, Bankers, Suppliers, Customers and other business associates and are grateful for their assistance, guidance and support. Your Directors are also grateful to the employees, shareholders and general public for their support and confidence reposed in the management.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Jaipur (ANUBHA GUPTA) (AMIT MAHIPAL GUPTA)

Date : 13.08.2013 Whole-time Director Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 18* Report and audited accounts for the financial year ended on March 31, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS 2010-11 2009-10

Total Income 65.16 71.73

Profit/(Loss) before 10.39 (53.34) Depreciation & Provisions

Depreciation 0.10 0.08

Provisions for Doubtful Debts & Diminution in 73.40 (23.66) value of Investment

Tax Expenses/FBT 0.00 0.00

NetProfit/(Loss) (63.11) (29.76)

Balance brought forward from (580.97) (551.21) previous year

Balance carried forward (644.08) (580.97) to Balance Sheet

OPERATIONS

During the year under review, the Company earned total income of Rs. 65.16 Lacs as compared to 71.73 Lacs during the year 2009-10. Further, the Net Loss for the year under review was Rs. 63.11 Lacs as compared to a loss of Rs. 29.76 Lacs during the year 2009-10 due to provision for diminution in value of investments and provision for doubtful debts.

DIVIDEND

In view of the adverse financial position of the Company, the Board regrets its inability to recommend any dividend for the year under review.

RESERVES

During the year, no amount was transferred to reserves.

AUDITORS

The Auditors of the Company M/s Kalani & Company, Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The auditors have furnished a certificate to the effect that the proposed re-appointment, if made, will be in accordance with sub-section (IB) of Section 224 of the Companies Act, 1956.

AUDITOR'S OBSERVATIONS

Observations of auditor are self explanatory and do not require any further to be commented by directors in this report.

DIRECTORS

As per provisions of Articles of Association, Shri Naresh Kumar Gupta retires by rotation and being eligible, offers himself for re-appointment.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

SUBSIDIARIES

The Company does not have any subsidiary Company.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed and forms part of this annual report. As on date, the company has complied with all provisions pertaining to Clause 49 of the Listing Agreement with the Stock Exchanges in this regard.

MANAGEMENT DISCUSSION & ANALYSIS

The report on Management Discussion & Analysis as required under the Listing Agreement with the Stock Exchanges is annexed and forms part of the Directors' Report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE AND DELHI STOCK EXCHANGE

Your directors recommended the voluntary delisting of shares from Jaipur Stock Exchange Limited and Delhi Stock Exchange as these Stock Exchanges looses their relevance in the recent past as the transaction in securities are done online and in dematerialized form.

The Special Resolution for delisting was passed in last AGM but the same could not be carried out.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your company at the end of the financial year and of the profit of your company for that period;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the co-operation extended by the Government authorities, Bankers, Suppliers, Customers and other business associates and are grateful for their assistance, guidance and support. Your Directors are also grateful to the employees, shareholders and general public for their support and confidence reposed in the management.

For and on behalf of the Board of Directors Sd/- (AMIT MAHIPAL GUPTA) Managing Director

PLACE : JAIPUR DATE : 11.08.2011


Mar 31, 2010

The Directors have pleasure in presenting their 17th Report and audited accounts for the financial year ended on March 31,2010.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS 2009-10 2008-09

Total Income 64.13 41.26

Profit/(Loss) before (29.68) (17.84)

Depreciation & Provisions Depreciation 0.08 0.11

Provisions Write back 31.27 2.40

Tax Expenses/FBT 0.00 0.74

Net Profit/(Loss) (29.76) (16.29)

Balance brought forward (551.21) (534.92) from previous year

Balance carried forward (580.97) (551.21) to Balance Sheet

OPERATIONS

During the year under review, the Company earned total income of Rs. 64:13 Lacs as compared to Rs. 41.26 Lacs during the year 2008-09. Further, the Net Loss for the year under review was Rs. 29.76 Lacs as compared to a loss of Rs. 16.29 Lacs during the year 2008-09.

RESERVES

In absence of profits, no amount was transferred to Reserves Account during the year under review.

DIVIDEND

In view of the adverse financial position of the Company, the Board regrets its inability to recommend any dividend for the year under review.

AUDITORS

The Auditors of the Company M/s Kalani & Company, Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The auditors have furnished a certificate to the effect that the proposed re-appointment, if made, will be in accordance with sub-section (IB) of Section 224 of the Companies Act, 1956.

DIRECTORS

As per provisions of Articles of Association, Shri Naveen Gupta retires by rotation and being eligible, offers himself for re-appointment.

During the year under review, Shri Kapil Gupta has resigned from the office of Director of the company.

Shri Amit Mahipal Gupta was appointed as Managing Director for a period of three years w.e.f. January 1,2010 and on the same date Smt. Anubha Gupta was appointed as Additional Director and also the Whole-time Director of the company.

Shri Rajendra Daga was appointed as Additional Director of the company and his status on the board is of Non-Executive Independent Director. A notice proposing Shri Rajendra Daga and Smt. Anubha Gupta have been received from the shareholders for their regularization as directors ofthe company.

FIXED DEPOSITS

The Company has not taken any fixed deposits from the public during the year under review.

CORPORATE GOVERNANCE

A detailed report in this regard along with certificate from the Practicing Company Secretary forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The report on Management Discussion & Analysis as required under the Listing Agreement with the Stock Exchanges is annexed and forms part of the Directors Report.

COMPLIANCE CERTIFICATE

Pursuant to the proviso to Section 383A of the Companies Act, 1956, a Company having paid up share capital of Rs. 10 Lacs and above but upto Rs. 500 Lacs is required to obtain Compliance Certificate from Practicing Company Secretary, if the Company is not having Company Secretary in employment.

The Company has obtained Compliance Certificate from Practicing Company Secretary, which is placed as Annexure to the Directors Report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE AND DELHI STOCK EXCHANGE

Your directors recommended the voluntary delisting of shares from Jaipur Stock Exchange Limited and Delhi Stock Exchange as these Stock Exchanges looses their relevance in the recent past as the transaction in securities are done online and in dematerialised form.

The Special Resolution for delisting was passed in last AGM but the same could not be carried out.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your company at the end of the financial year and of the profit of your company for that period;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Statement pursuant to Section 217(1) (a) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988 has been annexed and forms part of this report.

PERSONNEL

None of the employees fall under the purview of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the co-operation extended by the Government authorities, Bankers, Suppliers, Customers and other business associates and are grateful for their assistance, guidance and support. Your Directors are also grateful to the employees, shareholders and general public for their support and confidence reposed in the management.

For and on behalf of the Board of Directors Sd/-

PLACE: JAIPUR (AMIT MAHIPAL GUPTA) DATE : 14.08.2010 Managing Director



 
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