The directors present their Twenty Second Annual Report, together with Audited Accounts for the year ended on 31st March, 2014. Pursuant to the clarification issued by the Ministry of Corporate Affairs (MCA) vide its General Circular No. 08/2014 dated 4th April, 2014 statement of accounts, auditors's report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in the Companies Act, 1956 as the provisions of the Companies Act, 2013 has been made applicable for the financial year commencing on or after 1-4-2014.

1. FINANCIAL RESULTS

                                                  (Rs. In Lakhs)
                                        2013-2014      2012-2013

Sales and Other Income                       7.77           7.44

Profit/(Loss) before depreciation            5.69           5.22

Divisible Profit/(Loss)                      5.69           5.22

Retained Profit/(Loss)                       5.69           5.22

Dividend                                        -              -

Accumulated loss                         (560.12)       (565.81)

Due to accumulated losses Directors regret to recommend any dividend for the year ended on 31st March 2014.

3. BUSINESS REVIEW AND FUTURE PROSPECTS

Principal business of the company remains temporarily suspended due to unavailability of sufficient resources. Company shall restart its business upon generating required resources for effective working. The surplus funds available with the company are currently invested in interest fetching loans/deposits. Company has a positive net worth. Company has meager liability, which can easily be met out of the funds available with the company. Your directors are trying to tie up with strategic investor but have not met with success so far and hence it is difficult to predict any time frame for such success.

4. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from it.

b) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of financial year and of profit of the Company for that year.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that considering the fact that the company's net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on 'going concern' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

5. CORPORATE GOVERNANCE

A report of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the Listing Agreement with stock exchange is attached herewith. Management Discussion and Analysis Report is appearing below in this Report and not by way of separate annexure.

6. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

The domestic IT market for Small to Medium enterprises is growing rapidly. The growth rate for the software industry is expected to be around 20% per annum.

b) Outlook, Opportunities and Threats

Your company has temporarily suspended its software related activities and the company is looking for strategic partner, who can bring in required resources to recommence its activities. Your directors are considering various options to recommence the business.

c) Segment wise Performance

The only source of income for Company is interest earned on idle funds temporarily invested in loans / deposits. Hence no disclosure under Accounting Standard - 17, "Segment Reporting" is required in these financial statements. There is no reportable geographical segment.

d) Internal Control System and their adequacy

The company has adequate internal control procedures commensurate with its size and nature of business.

7. ADDITIONAL DISCLOSURES

In accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of related party transactions and earnings per share. These statements have been audited by the Statutory Auditors and are part of the Annual Report.

8. AUDITORS' OBSERVATIONS :

Clarifications on the auditors' observation is as under:

Considering the fact that the Company's net worth is positive and that the Company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on 'Going Concern' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared "on going concern basis" and consequently no adjustments are required in the accounts.

9. PERSONNEL

In view of absence of any business there are no employees. Your company will recruit new employees as soon as it recommences the business.

10. DIRECTORS

As per the provisions of Section 152(6) of the Companies Act, 2013, 2/3rd of Non-Independent Directors will be liable to retire by rotation and out of which 1/3rd will retire by rotation this year. Accordingly, Mr. C. M. Buch retires by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013 offers himself for reappointment. He is a Chartered Accountant.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. Since all the Independent Directors are current Directors and only their terms are being extended and hence the provisions of Section 160 of the Companies Act, 2013 are not applicable.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under Sub-Section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Details of the proposal for extending the duration of the office of the independent directors namely Mr. Mahesh Kurlawala, Mr. Ravindra Malgaonkar, Mr. Ajay Nagpal and Mr. Shailesh Bendugade are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 22nd Annual General Meeting.

11. DEPOSITS

The company has not accepted any Fixed Deposits from the public.

12. LISTING REQUIREMENTS

Your company's equity shares are listed at Mumbai and Ahmedabad Stock Exchanges.

13. DEMATERIALISATION OF SHARES

Approximately 88.95% of the shares issued by the company have been dematerialized.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Since Company has temporarily suspended its business activities, the information as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is not applicable. Company has neither earned nor spent any foreign exchange during the year.

15. GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode-email to the shareholders who have preferred to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

16. PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs. 5,00,000/- per month or more or Rs. 60,00,000/- per annum or more during the year under review.

17. AUDITORS

M/s Kanu Doshi Associates, Chartered Accountants, auditors of the Company, retires at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

The Directors recommend the appointment of Kanu Doshi Associates, Chartered Accountants, as auditors of the Company. A suitable resolution in this behalf forms part of the Agenda for the forthcoming Annual General Meeting of the Company.

18. GENERAL DISCLOSURES

Notes forming part of the Accounts are self-explanatory. Since the Company has not been carrying out any activities provisions relating to appointment of VAT Auditors, Cost Auditors and Internal Auditors do not apply. The Company has not resorted to any Buy Back of its shares during the year under review.

19. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support received from shareholders and other stakeholders, banks and government departments.

                                 BY ORDER OF THE BOARD OF DIRECTORS
                  For DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED

Place : MUMBAI                                    Chandan M. Parmar
Date  : 29-05-2014    Managing Director and Chief Executive Officer