n) Provisions, contingent liabilities and contingent assets
Provisions are recognised only when there is a present obligation, as a result of past events, it is
probable that an outflow of resources embodying economic benefits will be required to settle the
obligation, and when a reliable estimate of the amount of obligation can be made at the reporting
date. These estimates are reviewed at each reporting date and adjusted to reflect the current best
estimates.
If the effect of the time value of money is material, provisions are discounted to reflect its present
value using a current pre-tax rate that reflects the current market assessments of the time value of
money and the risks specific to the obligation. When provisions are discounted, the increase in the
provision due to the passage of time is recognised as a finance cost.
Onerous contracts:
Present obligations arising under onerous contracts are recognised and measured as provisions.
An onerous contract is considered to exist where the Company has a contract under which
unavoidable costs of meeting the obligations under the contract exceed the economic benefits
expected to be received under it.
Warranty provision:
Provisions for warranty-related costs are recognised when the service provided. Provision is
based on historical experience. The estimate of such warranty-related costs is revised annually.
Contingent liability is disclosed for:
- Possible obligations which will be confirmed only by future events not wholly within the control
of the Company or
- Present obligations arising from past events where it is not probable that an outflow of
resources will be required to settle the obligation or a reliable estimate of the amount of the
obligation cannot be made.
Contingent assets are not recognised. However, when inflow of economic benefits is probable,
related asset is disclosed.
o) Cash and Cash Equivalents
Cash and cash equivalents comprises of cash at banks and on hand, cheques on hand and short¬
term deposits with an original maturity of three months or less, or other short term highly liquid
investments, which are subject to an insignificant risk of changes in value.
p) Employee Benefits
Short Term Employee Benefits:
Short-term employee benefits All employee benefits payable wholly within twelve months of
receiving employee services are classified as short-term employee benefits. These benefits
include salaries and wages, bonus and ex-gratia. The undiscounted amount of short-term
employee benefits to be paid in exchange for employee services is recognised as an expense as the
related service is rendered by employees.
Post-Employment Benefits:
Defined Benefit plans:
I) Provident Fund scheme:
Provident fund benefit is a defined contribution plan under which the Company pays fixed
contributions to Regional Provident Fund Commissioner in accordance with Employees
Provident Fund and Miscellaneous Provision Act, 1952. The Company has no legal or
constructive obligations to pay further contributions after payment of the fixed contribution.
The contributions recognised in respect of defined contribution plans are expensed as they
accrue. Liabilities and assets may be recognised if underpayment or prepayment has occurred
and are included in noncurrent/ current liabilities or non-current/current assets, respectively.
ii) Gratuity scheme:
The Company provides for gratuity, a defined benefit retirement plan, which defines an amount
of benefit that an employee will receive on separation from the Company, usually dependent on
one or more factors such as age, years of service and remuneration. The plan provides for a
lump sum payment to vested employees at retirement, death while in employment or on
termination of employment of an amount based on the respective employee's salary and the
tenure of employment. Vesting occurs upon completion of five years of service. The liability
recognised in the balance sheet for defined benefit plans is the present value of the defined
benefit obligation (‘DBO') at the balance sheet date, together with adjustments for
unrecognised actuarial gains or losses and past service costs. The discount rates used for
determining the present value of obligation under defined benefit plans, is based on the market
yields on Government securities as at the Balance Sheet date, having maturity periods
approximating to the terms of related obligations. The present value of DBO is calculated
annually by an independent actuary using the projected unit credit method. Actuarial
gains/losses resulting from re-measurements of the liability due to change in actuarial
assumptions are included in other comprehensive income.
iii) Other long-term employee benefits
The liability in respect of compensated absences becoming due or expected to be availed within
one year from the balance sheet date is recognised on the basis of undiscounted value of
estimated amount required to be paid or estimated value of benefit expected to be availed by
the employees. Liability in respect of compensated absences becoming due or expected to be
availed more than one year after time balance sheet date is estimated on the basis of an
actuarial valuation performed by an independent actuary using the projected unit credit
method, actuarial gains and losses arising from past experience and changes in actuarial
assumptions are credited or charged to the Statement of Profit and loss in the year in which
such gains or losses are determined.
q) Borrowing Cost
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the
arrangement of borrowings and exchange differences arising from foreign currency borrowings to
the extent they are regarded as an adjustment to the interest cost.
Borrowing costs, if any, directly attributable to the acquisition, construction or production of an
asset that necessarily takes a substantial period of time to get ready for its intended use or sale are
capitalized, if any. All other borrowing costs are expensed in the period in which they occur.
Investment income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
r) Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the
effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating
cash receipts or payments and items of income or expenses associated with investing or financing
cash flows. The cash flows from operating, investing and financing activities of the Company are
segregated. Cash and cash equivalents for the purpose of the statement of cash flows comprise
cash and deposit with banks and financial institutions. The Company considers all highly liquid
investments with a remaining maturity at the date of purchase of three months or less and that are
readily convertible to known amounts of cash to be cash equivalent.
s) Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA") notifies new standard or amendments to the existing
standards. There is no such notification which would have been applicable from 01 April 2024.
t) Segment Reporting
Chief Operating Decision Maker (""CODM"") of the Company who monitors the operating results
of its business units not separately for the purpose of making decisions about resource allocation
and performance assessment. The CODM is considered to be the Board of Directors who make
strategic decisions and is responsible for allocating resources and assessing the financial
performance of the operating segments.The director of the Company Mr. Bijal Sanghvi has been
identified as the Chief Operating Decision Maker (CODM) as defined by IND AS 108 - "" Operating
Segments"". The Company operates in Three segments i.e. "" Automation and
Degitalisation"",""Infra & Water"" and ""Industrial Engineering & Systems"" . The CODM
evaluates performance of the Company based on revenue and operating income from ""
Automation and Degitalisation"",""Infra & Water"" and ""Industrial Engineering & Systems"".
- Automation & Digitalisation (ANIP) - Comprises automation products, software platforms,
and system integration solutions catering to process and discrete industries.
- Infrastructure & Water - Includes smart water management systems, instrumentation and
measurement solutions for municipal, water treatment, and infrastructure sectors.
- Industrial Engineering & Systems - Includes products and projects in oil & gas, non-oil
industries, liquid handling systems, customized engineering assemblies, and legacy product
verticals.
These operating segments have been identified and reported taking into account the nature of the
products and services, production processes, customer profiles, and internal business review
practices followed by the Chief Operating Decision Maker (CODM)."
u) Events after Reporting date
Where events occurring after the Balance Sheet date provide evidence of conditions that existed
at the end of the reporting period, the impact of such events is adjusted within the financial
statements. Otherwise, events after the Balance Sheet date of material size or nature are only
disclosed.
v) Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders (after deducting attributable taxes) by the weighted average number of
equity shares outstanding during the period. The weighted average number of equity shares
outstanding during the period is adjusted for events including a bonus issue.
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.
w) Ind AS 116 Leases :
Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure
of leases for both parties to a contract i.e., the lessee and the lessor. Ind AS 116 contains a single
lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a
term of more than twelve months, unless the underlying asset is of low value. Currently, operating
lease expenses are charged to the statement of Profit & Loss. The Standard also contains enhanced
disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor
accounting requirements in Ind AS 17.
2.4 Significant management judgement in applying accounting policies and estimation uncertainty
The preparation of the Company's standalone financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities and the related disclosures.
Significant management judgements:
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year, are described below:
a. Income taxes
The Company's tax jurisdiction is India. Significant judgements are involved in estimating
budgeted profits for the purpose of paying advance tax, determining the provision for income
taxes, including amount expected to be paid/recovered for uncertain tax positions.
b. Recognition of deferred tax assets
The extent to which deferred tax assets can be recognized is based on an assessment of the
probability of the Company's future taxable income against which the deferred tax assets can be
utilized.
c. Evaluation of indicators for impairment of assets
The evaluation of applicability of indicators of impairment of assets requires assessment of several
external and internal factors which could result in deterioration of recoverable amount of the
assets.
d. Contingent liabilities
At each balance sheet date basis the management judgment, changes in facts and legal aspects, the
Company assesses the requirement of provisions against the outstanding contingent liabilities.
However, the actual future outcome may be different from this judgement.
e. Provisions
At each balance sheet date basis the management judgment, changes in facts and legal aspects, the
Company assesses the requirement of provisions against the outstanding contingent liabilities.
However, the actual future outcome may be different from this judgement.
Significant management judgements:
a. Property, Plant and Equipment:
Property, Plant and Equipment represent a significant proportion of the asset base of the
Company. The charge in respect of periodic depreciation is derived after determining an estimate
of an asset's expected useful life and the expected residual value at the end of its life. The useful
lives and residual values of Company's assets are determined by the management at the time the
asset is acquired and reviewed periodically, including at each financial year end. The lives are
based on historical experience with similar assets as well as anticipation of future events, which
may impact their life, such as changes in technical or commercial obsolescence arising from
changes or improvements in production or from a change in market demand of the product or
service output of the asset.
b. Impairment of financial assets:
At each balance sheet date, based on historical default rates observed over expected life, existing
market conditions as well as forward looking estimates, the management assesses the expected
credit losses on outstanding receivables and advances. Further, management also considers the
factors that may influence the credit risk of its customer base, including the default risk associated
with industry and country in which the customer operates.
c. Fair value measurement of Financial Instruments:
When the fair values of financials assets and financial liabilities recorded in the Balance Sheet
cannot be measured based on quoted prices in active markets, their fair value is measured using
valuation techniques, including the discounted cash flow model, which involve various judgements
and assumptions.
d. Defined benefit obligation (DBO):
Management's estimate of the DBO is based on a number of underlying assumptions such as
standard rates of inflation, mortality, discount rate and anticipation of future salary increases.
e. Useful lives of depreciable/amortisable assets:
Management reviews its estimate of the useful lives of depreciable/amortisable assets at each
reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate
to technical and economic obsolescence that may change the utilisation of assets.
f. Provision for non/ slow moving Inventory
Management creates adequate provisions on the non-moving or slow-moving inventory in
accordance with suitable policy to determine net realizable value of the Inventory. Inventory
includes Raw material, finished goods and stock in trade. Inventories are measured at the lower of
cost and net realizable value. Provision is made for slow moving and obsolete inventory in
accordance with the policy of the Company. The Company's policy and provision for slow moving
and obsolete inventory is reviewed periodically by the management.
Corporate Social Responsibility
The company has under taken CSR payments due for FY 2023-24 in FY 2024-25.
During the FY 2023-24, Axis Solutions Private Limited (Amalgamating Company) got amalgamated
with Asya Infosoft Limited (Amalgamated Company). The amalgamation proceedings were completed
before NCLT on 11th July 2024 and further endorsed and accepted by NCLAT on 27th August 2024.
Post amalgamation, the profits/losses of the amalgamated entity has been taken into account and
calculation of the overall aggregate obligation to spent u/s 135(5) of the Companies Act, 2013 have
been arrived at nil for FY 2024-25 and hence no any provision for the same has been made in
Statement of Profit & Loss for the year ended 31st March 2025.. This is in accordance with CSR Policy
of the Company and Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is
annexed herewith as Annexure-H.
(10) Dividend :
Final Dividend for FY [2024-25]:
The Board of Directors has recommended a final dividend of ?0.50 per equity share (face value of ?10
each) for the financial year ended March 31, 2025, amounting to ?236 lakhs. The dividend is subject to
approval of the shareholders at the ensuing Annual General Meeting and has not been recognized as a
liability in the financial statements for the year ended March 31, 2025, in accordance with IND AS 10 -
Events after the Reporting Period.
(11) First time adoption of Ind AS for Axis Solutions Private Limited
For all periods up to and including the year ended 31st March, 2023, the Company had prepared its
financial statements in accordance with the accounting standards notified under Section 133 of the
Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous
GAAP'). This note explains the principal adjustments made by the Company in restating its financial
statements prepared under Previous GAAP for the following :
a. Balance Sheet as at 1st April, 2023 (Transition date);
b. Balance Sheet as at 31st March, 2024;
c. Statement of Profit and Loss for the year ended 31st March, 2024; and
d. Statement of Cash flows for the year ended 31st March, 2024.
12.1 Exemptions availed :
Ind AS 101- First-time adoption of Indian Accounting Standards, allows first-time adopters,
exemptions from the retrospective application and exemption from application of certain
requirements of other Ind AS. The Company has availed the following exemptions as per Ind AS 101:
1 The Company has elected to consider the carrying value of all its items of property, plant and
equipment and intangible assets recognised in the financial statements prepared under Previous
GAAP and use the same as deemed cost in the opening Ind AS Balance Sheet.
2 For financial instruments, wherein fair market values are not available (viz. interest free and below
market rate security deposits or loans) the Company has elected to adopt fair value recognition
prospectively to transactions entered after the date of transition.
12.2 Mandatory exceptions:
Estimates
An entity's estimates in accordance with Ind AS at the date of transition to Ind AS shall be
consistent with estimates made for the same date in accordance with previous GAAP, unless there is
objective evidence that those estimates were in error. Ind AS estimates as at April 1, 2023 and
March 31, 2024 are consistent with the estimates as at the same date made in the conformity with
previous GAAP
d) Notes to the reconciliation of equity as at April 1, 2023 and March 31, 2024 and total comprehe¬
nsive income for the year ended March 31, 2024
1. Re-measurement gain / loss on defined benefit plan
In the financial statements prepared under Previous GAAP, remeasurement benefit of defined
plans (gratuity), arising primarily due to change in actuarial assumptions was recognised as
employee benefits expense in the Statement of Profit and Loss. Under Ind AS, such
remeasurement benefits relating to defined benefit plans is recognised in OCI as per the
requirements of Ind AS 19- Employee benefits. Consequently, the related tax effect of the same
has also been recognised in OCI.
2. Adjustment in relation to application of Ind AS 2
For the year ended 31st March, 2024, due to application of Ind AS -2 "Inventories", there is no
adjustments in the value of inventories of finished goods and work-in-progress decreases.
3. Retained earnings
Retained earnings as at April 1, 2023 has been adjusted consequent to the above Ind AS
transition adjustments.
4. Effect of Ind AS adoption on statement of Cash flow for the year ended 31st March, 2024
In the financial statements prepared under Previous GAAP, cash and cash equivalents includes
term deposits with bank. However, under Ind AS, such cash and cash equivalents includes
highly liquid demand deposits with banks where the original maturity is three months or less
and other short term highly liquid investments.
(13) Previous year's figures have been regrouped wherever necessary to make them comparable with
those of the current year.
(14) SEGMENT INFORMATION
Primary operating segment
In Line with Ind AS 108 on Operating Segment and basis of the review of operations being done by the
Chief Operating Decision Maker (CODM), the operations of group falls under "Automation and
Digitalisation", "Infra & Water" and "Industrial Engineering & Systems" which are considered to be
the reportable segment by the management.
2 Information about major customers
Revenues from aggregate five of the customers of the Company for the year ended 31 March, 2025
were Rs. 7,544.871 Lacs (approximately 37.6% of total revenues)which is more than 10% of the total
revenues. No single customer contributed more than 10% of the Company's revenue during the
reporting period.
Revenues from aggregate five of the customers of the Company for the year ended 31 March, 2024
were Rs.4289.67 Lacs (approximately 31.46% of total revenues)which is more than 10% of the total
revenues.
(3) The company does not hold any benami property and there are no proceedings which have been initiated
or pending against the company under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and
rules made thereunder.
(4) The company has not made any loans or advances which are in the nature of loans granted to promoters,
directors, Key Managerial Personnels (KMPs) and the related parties (as defined under the Companies
Act, 2013), either severally or jointly with any other person that are repayable on demand or without
specifying any terms or period of repayment.
(5) All immovable property title deeds are held in the name of the Company, except for the leasehold
industrial plots acquired via auction which have been registered in the Company's name during FY 2024¬
25.
(6) The company has not been declared as wilful defaulter by any bank or financial Institution or other lender.
(7) The company does not have any transactions with the companies struck off under section 248 of
Companies Act, 2013.
(8) The company does not have any charges or satisfaction yet to be registered with ROC beyond the
statutory period.
(9) The company has complied with the number of layers prescribed under clause (87) of section 2 of the
Companies Act, 2013, read with Companies (Restriction on number of Layers) Rules, 2017.
(10) The company has neither advanced, nor loaned, nor invested funds, nor received any funds (either
borrowed funds or share premium or any other sources or kind of funds) to or from any other person(s) or
entity(ies), including foreign entities (Intermediaries/ Funding Party).
(11) The company does not have any unrecorded transactions in the books of accounts that has been
surrendered or disclosed as income during the period in the tax assessments under the Income Tax Act,
1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(12) The Company has not traded or invested in Crypto currency or Virtual Currency during the period.
(13) The Company does not have any pending litigations which would impact its financial position.
(14) The Provisions; as required under the applicable law or accounting standards, for material foreseeable
losses, if any, on long-term contracts including derivative contracts, are not applicable to the company as
the company has not entered any such contracts during the year.
(15) There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.
(16) The company do not have any transactions with Crypto Currency or Virtual Currency where the
company has treated or invested in Crypto Currency or Virtual Currency during the year.
(17) The company has not advanced or loaned or invested funds to any other person or entities, including
foreign entities (intermediaries) with the understanding that the intermediary shall
(a) Directly or indirectly lead or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(18) The Company has not received any fund from any persons or entities, including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(19) The Company does not have any transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act,
1961.
(20) The company has not revalued its property, plant and equipment (including right - of - use assets) or
intangible assets or both during the current or previous year.
(21) The company has not entered into any scheme of arrangements which has an accounting impact on
current financial year. However, the company has disclosed the relevant note no. - 18 for previous
financial year
(22) The Company has not received the payment of outstanding foreign receivables within the period
mentioned in the Master Circular on Export of Goods and Services issued by the Reserve Bank of India
(“RBI"). Trade receivables amounting to INR Nil (31 March 2023: INR Nil) due from overseas parties is
outstanding for a period of more than nine months.
(17) CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) details of the company are as follow:
As per Section 135 of the Companies Act 2013, the the Company has formed a Corporate Social
Responsibility (CSR) Committee. The CSR Committee approved CSR Policy where certain focus areas
out of list of activities covered in Schedule VII of the Companies Act 2013, have been identified to incur
CSR expenditure.
During the current financial year, although the Company has earned profits, it continues to have brought-
forward losses from earlier years, and hence, as per the provisions of Section 135(1), the requirement to
spend on CSR does not apply for the year.
(18) 1 The company Asya Infosoft Limited had undergone CIRP proceedings under Insolvency and Banking
Code. The Honourable court - NCLT Ahmedabad has passed an order of reduction of capital, and
reverse merger of the company Asya Infosoft Limited with M/s Axis Solutions Private Limited as per
the approved Resolution Plan. The copy of order of NCLT dated 11/07/24 and received on
11/07/2024 is uploaded on website of the company and stock exhanges.
2 The application for initiation of Corporate Insolvency Resolution Process (CIRP) was initiated by
creditors of the company u/s 7 of Insolvency and Bankruptcy Code (IBC), 2016 r.w.Rule 4 of
Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016. The application was
admitted by NCLT, Ahmedabad Branch, vide its order no. CP(IB)/268(AHM)2022 dated 17.05.2023.
3 This intimation is given under Regulation 30(2) r.w. Schedule - III, part A about Acquisition of control,
scheme of arrangement, demerger, merger and restructuring of company Asya Infosoft Limited (CIN
No. L72900GJ1985PLC029849) with Axis Solutions Private Limited (CIN No.
U31909GJ2005PTC046004) under IBC proceedings.
4 Axis Solution Private Limited (ASPL, amalgamating company) had applied for a Resolution Plan as co¬
applicant before NCLT in the case of Corporate Debtor and the auditee company Asya Infosoft
Limited (AIL, amalgamated company) and ASPL was successful in bidding for the company. The entire
resolution plan, proposed by various applicants was finally approved at NCLT on 11/07/2024 and
further rectified at NCLAT Stage on 27.08.2024. The old board of directors of AIL has resigned and
new board of directors have joined AIL, after the date of 31.03.2024. AIL has been a listed company,
which was temporarily de-listed for various reasons. ASPL has merged with AIL w.e.f. 01.04.2023 as
per the Resolution Plan. Since ASPL got merged with AIL w.e.f. 01.04.2023, the financial statements
for the period 01.04.2023 to 31.03.2024 along with comperative figures of FY 2022-23 are for
merged entities of ASPL and AIL
5 The financial statements and accounting records of AIL and its subsidiary company were taken over
by Resolution Professionals on Admission of the application made by secured creditors of AIL. No any
accounts or audited financial statements have been received by the company from Resolution
Professional on approval of Resolution plan by NCLT/NCLAT.
6 The management of the merged entity has taken efforts to find out the records of the subsidiary
company from the available sources including ROC Website, office of the Resolution Professionals
etc. but have been unsuccessful in obtaining any details with respect to the subsidiary company. The
company AIL has a subsidiary company - Ideal Systems Limited, for which no financial statements
have been prepared for last 3 years and in the absence of any financial statements having being
provided to us for auditing/for consolidation of financial statements, the financial statements for AIL
are prepared exclusive of financial statements of the subsidiary company. Notwithstanding above,
AIL had written off entire investments into the subsidiary company in the financial year 2022-23.
6 Details of the Resolution Plan Scheme
The Hon'ble National Company Law Tribunal Ahmedabad Bench, at the hearing held on 11th July,
2024, Pronounced Orders in CP IB Number : CP (IB) No. 268 of 2022 in the matter of M/s Fiat Accord
Fabric Private Limited Vs Asya Infosoft Limited approving the resolution plan submitted jointly by Mr.
Bijal Dineshchandra Sanghvi and M/s Axis Solutions Private Limited, read with Scheme of
Arrangement (for the merger of M/s. Axis Solutions Private Limited) allowed by the Hon'ble National
Company Law Appellate Tribunal (NCLAT) Principal Bench, New Delhi in Company Appeal (AT)
(Insolvency) No. 1475 of 2024, on 27/08/2024 and addendum, annexure, schedules forming part of
the Resolution Plan.
The scheme has been implemented from the appointed date i.e 1st April 2023 declared under
Resolution Plan and the approved Scheme. The following consequential impacts have been given in
accordance with approved resolution plan / Accounting Standards:-
a) The existing Directors of the Company as of the date of order have stood replaced by the new
Board of Directors from their office with effect from 10th August 2024. As on date Board consists
of Mr. Bijal Dineshchandra Sanghvi (Director), Mrs. Purvi Sanghvi (Director & CEO) and Mr. Anand
Vinodchandra Shah (Director)
b) The Authorised Capital of Asya Infosoft Limited has been increased to Rs. 5000 Lakhs consisting of
5,00,00,000 shares of Rs. 10/- each to accommodate the issuance of the shares pursuant to the
approval of the Resolution Plan, pursunat to NCLT Order.
c) From the order of NCLT, the existing issued, subscribed and paid up equity share capital of the
Company has been reduced from Rs. 1205.72 Lakhs divided into 1,20,57,292 equity shares of Rs.
10/- each to Rs. 58.81 Lakh divided into 5,88,080 equity share of Rs. 10/- each vide meeting of the
Board of Directors of the Company held on 19th September 2024, thereby reducing the value of
issued, subscribed and paid up equity share capital of the Company by Rs. 1146.91 Lakhs.
Further, pursuant to the approval of the resolution by the Hon'ble NCLT, the Board of Directors in
the said Meeting allotted on preferential basis 37.50,000 equity shares of Rs. 10/- each Resolution
Applicant(s); and 1,00,000 equity shares of Rs. 10/- each to the Shivom Investment & Consultancy
Limited, Secured Financial Creditor of the Company, as part of the Resolution Plan and
3,98,22,200 Equity shares of Rs. 10/- each fully paid up to the shareholders of the M/s Axis
Solution Private Ltd (Transferor Company) in the following swap ratio:
Four Equity Shares of Rs 10/- each of M/s Asya Infosoft Ltd for every One Equity Share of Rs 10/
each to every shareholder of M/s Axis Solution Private Ltd held on Record Date". Accordingly, an
allotment of 3,98,22,200 Equity shares of Rs. 10/- each fully paid up made to the Shareholders of
M/s. Axis Solution Private Ltd as a consideration for the merger of the Transferor Company into
the Corporate Debtor.
d) In respect of de-recognition of operational and financial creditors along with assets, the net
difference amounting to 9.89 Lakh between the carrying amounts of financial liabilities
extinguished and consideration paid along with value of assets, is recognised in statement of profit
or loss account in accordance with Ind AS and guidance notes as prescribed under section 133 of
the Companies Act, 2013 and accounting policies consistently followed by the Company and
disclosed as an “Exceptional items”. (Refer note -25)
e) Pursuant to the order of Amalgamation of the Axis Solutions Private Limited, all the assets and
liabilities stand transferred and vested in the Transferee Company with effect from the effective
date.
f) Out of the funds received amounting to Rs. 375 lakh, 358.49 lakh was allocated for the settlement
of creditors' claims, while the remaining 16.51 lakh was designated for meeting the company's
operational and working capital requirements. As of 31st March 2025, the amount mentioned
above is paid.
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