APPLIGATION SOFTWARE (INDIA)' LTD.

22nd December,2017

To,The General Manager,Department of Corporate Services,BSE Limited,P. J. Towers,Dalal Street,Mumbai400001

BSE Code. 526443

Subject: Scheme for reduction of Capital

\, Please find enclosed herewith documents required to be submitted for approval under Regulation 37of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, for the Scheme ofReduction of Capital of the company proposed to be filed under sections Section 66 of Con'paniesAct,2013"

Sr.No.

Documents to be submitted along with applicationunder Regulation 37 ot the SEBI (Listing Obligationsand Disclosure Requirements), Regulations, 2015

Company comments

1 Certified true copy of the resolution passed by the Boardof Directors of the companv.

Refer Appendix 1

2. Certified copy of the draft Scheme of reduction of capitalorooosed to be filed before the NCLT.

Refer Appendix 2

J. Valuation report from lndependent Chartered Accountantas applicable as per Para l(AX4) of Annexure I of SEBICircular no. CFD/DIL3/ClRl2017l21 dated March 10,2417.

Refer Appendix 3

4. Report from the Audit Committee recommending thedraft scheme taking into consideration, inter alia, thevaluation report at sr. no. 3 above

Refer Appendix 4

5. Fairness opinion by Merchant Banker Refer Appendix 5

6. Shareholding pattern of all the Company pre and postReduction of Capital as per the format provided underRegulation 31 of the SEBI (Listing Obligations andDisclosure Requirements), Regulations, 2015.

Refer Appendix 6

7. Audited financials of the Company for the last 3 financialyears (financials not being more than 6 months old).Please note that for existing Listed Company,provide the last Annual Report and the audited /unaudited financials of the latest quarter (were it isdue) accompanied mandatorily by the LimitedReview Report of the auditor.

Refer Appendix 7

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Registered Office : 442,Blue Rose lndustrial Estate, Western Express Highway, Borivali(East), Mumbai-40O 066.

Tel:2870 3821 . Telefax :2870 6999 . Email : bhutabuch@yahoo.com . Website:www.dasil.in

AppLlcATtoll SoFTWARE 0NDIA)- LTD.

/

8. Statutory Auditor's Certificate confirming the complianceof the accounting treatment etc. as specified in Para(lXA) (5Xa) of Annexure I of SEBI Circular no.CFD/DIL3/C|Ry2O17l21 dated March 10, 2017, as per

the format given in Annexure ll of aforesaid SEBI

circular.

Refer Appendix 8

9. Detailed Compliance Report as per the format specified

in Annexure lV of SEBI circular dated March 10, 2Q17

duly certified by the Company Secretary' Chief Financial

Officer and the Managing Director, confirmingcompliance with various regulatory requirements

specified for schemes of arrangement and all accountingstandards.

Refer Appendix 9

10, Complaint report as per Annexure lll of SEBI Circular no.

CFD/D|L3/C|Ry2O17l21 dated March 10, 2Q17 (To be

submitted within 7 days of expiry of 21 days from the

date of uploading of Draft Scheme and related

documents on Exchange's website).

This will be provided atappropriate time

11. lf as per the company, approval from the Public

shareholders through postal ballot and e-voting, as

required under Para (l)(A)(gXa) of Annexure I of SEBI

Circular no. CFD/Dl-3lClRlz}17l21 dated March 10,

2017, is not applicable then as required under Para(lXAXgXc) of said SEBI circular, submit the following:

a) An undertaking certified by the auditor clearlystating the reasons for non applicability of Sub

Para 9(a)

b) Certified copy of Board of Director's resolutionapprovinq the aforesaid auditor certificate.

Refer Appendix 10 forcertificate by auditor andAppendix 11 for adoPtionof auditor's certificate bY

Board of Directors

12. lf pursuant to scheme the allotment of shares is

proposed to be made to a selected group ofshareholders or to the shareholders of unlisted

companies, pricing certificate from the Statutory Auditor

of the listed company as per Proviso of Regulation 70(1)(ii) (b) of ICDR.

Not Applicable

13. a) ln case of scheme of arrangement between listed

and unlisted entities, information pertaining to theunlisted entity/ies involved in the scheme as per

the format specified for abridged prospectus as

provided in Part D of Schedule Vlll of the ICDR

Regulations.

b) A Certificate from the Merchant Banker

confirming the adequacy and accuracy of the

inforrnation contained in above document on

unlisted company in terms of Para 3(a) of Part I

Not Applicable

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Registered Office : 442, Blue Rose lndustrial Estate, Western Express Highway, Borivali (East), Mumbai-40O 066.

Tel:2g70 gAZl . Telefax :2870 6999 . Email :bhutabuch@yahoo.com ' Website:www.dasil.in

APPLICAT]ON SOFTWARE (INDIA)- LTD.

(A) of the SEBI circular dated March 10, 2017.This is also to be uploaded on the BSE's website

14. Name of the Designated Stock Exchange (DSE) for thepurpose of coordinating with SEBI. Certified true copy ofthe resolution passed by the Board of Directors, in caseBSE is DSE.

BSE has been appointedas the designated StockExchange. Boardresolution is refer asAooendix 12

15. Brief details of the ComPanv Refer Aooendix 13

16. Net-worth certificate (excluding Revaluation Reserve)together with related workings pre and post scheme forthe Company.

Refer Appendix 14

17. Caoital evolution details of the Company. Refer Appendix 15

18. Confirmation by the Managing Director/ CompanySecretary.

ReferAppendix 16

19. Annual Reports of all the listedtransferee/resulting/demerged/etc. companies involvedand audited financial of all the unlistedtransferor/demergedlresulting/etc. companies for the last

financial vear.

Not applicable

20. a) Processing fee (non-refundable) payable to BSE

will be as below, through RTGS-

or through Cheque/DD favorinq 'BSE Limited'

Rs.1,80,000/- plus GST as applicable, where oneentities/companies are Merged or one new companyformed due to De-merger

Rs. 2,00,000/- plus GST as applicable, where more thanone entity/company is Merged or more than one newcompany formed due to De-merger.

b) Processing fee (non-refundable) payable to SEBIwill be as below, through RTGS/NEFT/IMPS or

through DD favoring 'Securities and ExchangeBoard of lndia" Pavable at Mumbai'

As per amendment in Regulation 37, the listed entityshall pay a fee to SEBI at the rate of 01% of the paid-up

share capital of the listed / transferee I resultingcompany, whichever is higher, post sanction of theproposed scheme, subject to a cap of Rs.5,00,000.

Payment made by DDbearing no.696316 of Rs.1,94,4001- drawn onKarnataka Bank Ltd.

Payment made bybearing no.696314Rs.31,440 drawnKarnataka Bank Ltd,

DDof

on

21. ln case NCRPS / NCDs are proposed to be issued to theshareholders of the listed entity and are to be listed, thecompany shall submit an undertakrng signed by CS /

Not Aoolicable to us

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clN - 172200MH1992P1C067032

istered Office : 442,Blue Rose lndustrial Estate, Western Express Highway, Borivi\g-:t"9

rli 400 066.

Tel:28709821 . Telefax :287O 6999 . Email : bhutabuch@yahoo.com . Website; www.dasil.inRegistered

/

Thanking you,

Cordially yours,

Chandan Parmar

Managing Director and CEO

DIN: 00592613

Software (lndia) Limited

of the company confirming compliance with therequirements of SEBI circular dated Mef 26'2011-

22. Name & Designation of the Contact Person

Telephone Nos. (landline & mobile)

Email lD.

Mr Chaitanya M Buch,Director.

Contact28706999,28703821,9821302280Email;bhutabuchfOvahoo.com

?o'qu \ o? sgcrN - 172200MH1 992P1C067032

Registered Office : 442, Blue Rose lndustrial Estate, Western Express Highway, Borivali (East), Mumbai-40O 066.

Tel:28703821 . Telefax :2870 6999 . Email : bhutabuch@yahoo.com ' Website:www.dasil.in

Aef*drr 2

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SCHEME

OF

REDUCTION OF CAPITAL

BETWEEN

DATASOFT APPLICATION SOFTWARE (INDIA) TIMITED

AND

ITS SHAREHOLDERS AND CREDITORS

b uNDER sEcrIoN 66 READ wITH sECTIoN s2 oF THE

COMPANIES ACT,2OL3

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PREAMBLE

Datasoft Application Software (India) Limited, a company registered under the

Companies Act, 1956 and having its registered office at 442, 4th floor, Blue Rose

Industrial Estate, Western Express Highway, Borivali (East), Mumbai, Maharashtra,

400066 (Hereinafter referred as "the Company") and is engaged inter alia in the business

of manufacfure, buy, sell, license, lease, rent, export, services and repair, carry on

research and development work, computer education, to design, develop, improve and

to deal in any manner in system software, application software and any software inIndia and abroad and also to process, generate, alter, delete, transfer, store data on

computers and other electronics media and to provide consultancy services in India and

abroad for manufacfuring, management and marketing of computer software, computer

education, electronics and other allied fields.

As on March 3'1., 2017, the Company has a subscribed and paid up capital of Rs.

4,39,09,500/- divided into 1.,50,00,000 Equity Shares out of which Rs.3,1"4,40,000/-

comprising of.3'1.,44,000 fully paid up Equity Shares of Rs.10/- each and Rs. 1,18,69,500/-

comprising of L,18,56,000 which were partly paid up Equity Shares and subsequently

forfeited on account of non-payment of call monies.

As per the last audited Balance Sheet as at March 31., 2017 the Company has Securities

Premium of Rs. 2,26,03,200/ - au:rd accumulated losses of Rs. 5,45,92,107 f -.

The Board of Directors of the Company propose to reduce share capital in accordance

with Section 66 read with Section 52 of the Companies Act, 2013 to reflect its asset and

liabilities at their real value and maximize business vaLue.

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THIS SCHEME PROVIDES FOR REDUCTION OF CAPITAL OF DATASOFI'

APPLICATION SOFTWARE (INDIA) LIMITED

PART. I

1.. DEFINITIONSIn this Scheme unless repugnant to the meaning or context thereof, the following

expressions shall have the meaning as mentioned herein below:

a) 'Act' means the Companies Act, 2013, as the case may be, the rules and regulations

made thereunder and will include any stafutory modifications, re-enactments

andf or amendments thereof from time to time;

a) 'Accumulated Losses' means the losses that have been carried forward from

previous years and the amount shown in the audited balance sheet of the Company;

b) 'Appointed Date' means April 'I-.,2017 or such other date as may be approved by the

Court or such other appropriate authority;

c) 'Board'or'Board of Directors' means Board of Directors of the Company;

d) 'BSE'shall mean BSE Limited;

e) 'Company' means Datasoft Application Software (India) Limited, a comPany

incorporated under the provisions of the Companies Act, L956 and having its

registered office at 442, Blue Rose Industrial Estate Western Express Highway,

Borivali East, Mumbal- 400066, Maharashtra;

0 'DSE' or 'Designated Stock Exchange' means a Stock Exchange which is chosen by

the Company in accordance with SEBI Circular (CFD/DIL3/CIR/2017/21) dated

March L0,2017 issued by the SEBI read with the Securities and Exchange Board of

ledia (Listing Obligations and Disclosure Requirements) Regulations, 2015, as

amended from time to time, and for the purpose of the Scheme, BSE Limited is the

DSE;

g) 'Listing Regulation'shall mean the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as amended from time

to time;

h) 'Listing Agreement' shall mean an agreement that is entered into between a

recognized stock exchange and an entity, on the application of that entity to the

recognized stock exchartge, undertaking to comply with conditions for listing of

designated securities as per the provisions of the Listing Regulations;

k) "Record Date" shall mean the date to be fixed by the Board of Directors of the

Company for reckoning the sharehotding of the equity shareholders which shall be

reduced upon coming into effect of this Scheme;

1) 'Rs.' shall mean the lawful currency of India, that is,Indian Rupees;

m) 'SEBI' shall mean the Securities and Exchange Board of India;

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n) 'securities Premium Account' shall mean the securities premium account

maintained by the Company in accordance with the provisions of Section 52 of the

Companies Act,2013 having such amount in it as on 31 March2017;

o) 'Stock Exchange'shall mean BSE;

p) 'The Court' shall mean National Company Law Tribunal (NCLT) Judicature at

Mumbai or such tribunal or any other appropriate forum or authority having

jurisdiction to approve the Scheme as per the law for the time being in force;

q) 'The Effective Date'for the Scheme shall mean the date on which certified copies of

the order of the Court under Sections 66 of. the Companies Act, 2013 and other

applicable provisions of the Act, if any, are filed with the Registrar of Companies,

Maharashtra and if the certilied copies are filed on different dates, the last of such

dates;

r) 'This Scheme' or 'The Scheme' or 'Scheme' means this scheme of reduction of

capital between the Company & its shareholders in its present form or with such

alterations/modifications as may be approved by the National Company Law

Tribunal (NCLT)under the applicable law;

s) The words "shareholder" and "membe{'are used to denote the same meaning and

are used interchangeably.

A11 terms and words not defined in the Scheme shall, unless repugnant or contrary

to the context or meaning thereof, have the same meaning ascribed to them under

the Act, Securities Contract Regulation Act, 1956, Securities and Exchange Board of

Ir:rdia Act, 1992, Companies Act, 2013, Depositories Act, 1996, Listing Regulations,

Listing Agreement and other applicable laws, rules, regulations, bye laws, as the

case may be or any statutory modifications or re-enactment thereof from time totime.

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PART- II

2. DETAILS OF THE COMPANY

A. Incorporation of the ComPanY

The Company was incorporated as a public limited company under the name and style

"Datasoft Application Soltware (India) Limited" on June 2, 1992 with the Registrar of

Companies, Maharashtra under the Companies Act, 1956. The Company is a public limited

company listed with BSE.

B. Main Obiect of the ComPanY

To carry on the business of manufacfure, buy, sell, license, lease, ren! export, services and

repair, carry on research and development work, computer education, to design, develop,

improve and to deal in any manner in system software, application software and any

,of}*ur" in India and abroad and also to process, generate, alter, delete, transfer, store data

on computers and other electronics media and to provide consultancy services in India and

abroad lor manufacturing, management and marketing of computer software, computer

education, electronics and other allied fields.

C. Capital Structure of the Company as on March 31,20L7

were forfeitedby the Company on account of non-payment

of calt moniesby the respectiue slureholders.

D. Compliance with Tax Laws

This Scheme has been drawn up to comply also with the provisions of the Income-tax Act,

1961,.If any terms or provisions of the Scheme are found or interpreted to be inconsistent

with the provisions of tt'r" Act at a later date including resulting from a retrospective

amendment of law or for any other reason whatsoever, till the time the Scheme becomes

effective, the provisions of the Income-tax Act, 1.961 shall prevail and the Scheme shall stand

modified to the extent determined necessary to comply with the provision of the Income-tax

Act,196'1..

Share Capital .Oii16-'6nt'In':R{;-,((:f,,,:,2

Authorised:L,50,00,000 Equity Shares of Rs. 10/- each Rs.L5,00,00,000

Issued:1,50,00,000 Equity Shares of 3s'19/:99ch Rs.L5,00,00,000

Subscribed:g'J.,44,000 Equity Shares of Rs. L0/- each

1,L8,56,000 Equity Shares of Rs' 1'0/- each

Rs.3,L4,40,000Rs.1,1"8,69,500

Paid-up:3'1,44,000 Equity Shares of Rs' 10/- eachfully paid up

1,18,56,000* Equity Shares of Rs. 10/- "@

Rs.3,1,4,40,000

Rs.1,18,69,500

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PART - III

3. SCHEME FOR REDUCTION OF SHARE CAPITAL

a) The Board, vide resolution dated 22"a December, 2017, has decided not to issue theForfeited Equity Shares.

b) The Board, vide resolution dated 22"4 December, 2017, has considered and approvedthe proposal to reduce the Securities Premium Account of the Company from Rs.

22,603,200/ - to Rs. 2,193, reduction of the entire amount lying to the credit of Share

Forfeiture Account of the Company amounting to Rs. 1'1,,869,500/- and part of the fullypaid up Share Capital of the Company amounting to Rs. 20,121.,600/-, and that such

reduction be effected by writing off the entire Accumulated Losses amounting to Rs.

54,592,107 / - to give true and fair view of books of accounts of the Company, subject tothe consent of the shareholders and the approval from the Court and other statutoryauthorities as and where applicable.

c) The issued capital of the Company as on March 3'J,,2017 is Rs. L50,000,000/ - comprising15,000,000 Equity Shares of Rs. L0/-, subscribed and paid- up capital of the Company isRs. 43,309,500 divided into 15,000,000 Equity Shares out of which Rs. 31,440,000

comprising of 3,LM,000 fully paid up Equity Shares of Rs. 10/- each and Rs. 11,869,500

comprising of. 1'I..,856,000 which were partly paid up Equity Shares and subsequently

forfeited on account of non-payment of calls.

4. IUSTTFTCATION OF THE SCHEME

a. The Company has Accumulated Losses disclosed in the books of the Companyprimarily, due to continuous business losses including unabsorbed deprecatioru made

over the past years. As on March 3I.., 2077, as per the audited financial results of the

Company, the Accumulated Losses amounts to Rs. 54,592,107 / - disclosed as 'Deficit inStatement of Profit & Loss' in the Reserves & Surplus Account. Further, the Company

also has balance in the Securities Premium Account amounting to Rs. 22,603,200/- as on

3'l.March2017.

b. The Board of Directors of the Company, in accordance with the provision of Section 66

read with Section 52 and other applicable provisions, if *y of the Companies Act,2013

read with the applicable rules thereiru and subject to the consent of the shareholders and

the approval from the Court and other statutory authorities as and where applicable,

proposes to write-off the entire Accumulated Losses amounting to Rs.54,592,107/-

disclosed in the.book of the Company, by reducing the amount standing to the credit ofthe Securities Premium Account from Rs. 22,603,200/ - to Rs. 2,193, writing off the entire

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Share Forfeiture Account amounting to Rs. 1L,869,500/- & part of the fully paid up Share

Capital amounting to Rs. 20,121,600, thereby reducing the subscribed and paid up Share

Capital from Rs.43,309,500 to Rs.11,318,400.

Further Article 7'1, of the Articles of Association of the Company authorizes the

Company to reduce its share capital in any manner and in accordance with the provisionof the Act.

Under Section 52 of. the Companies Act, 2013, the balance in the Securities Premium

Account can only be utilized for purpose specified therein and any utilization ofSecurities Premium Account for other purpose would be construed as reduction incapital and provision of Section 52 of the Companies Act,2013 will be applicable.

Hence, the Board of Directors believe that in order to present fair financial position ofthe Company and after an analysis of the various options available to the Company, itwould be prudent to reduce the balance in Securities Premium Account, entire balance

of Share Forfeiture Account and part of the Share Capital of the Company to the extent

of writing off the entire Accumulated Losses amounting to Rs.5,45,92,107 of the

Company which is the most practical and economically efficient option available to the

Company in the present scenario. Further, the reduced capital will correctly disclose the

net worth of the company and the post reduction book value will be backed by net

assets of the Company.

5. OBJECTS/ BENEFITS ARISING OUT OF THE SCHEME

Under this Scheme, if approved, the Company will represent true financial position

which would benefit both Company to raise any finance either from the Capital Market

or from any Banks/ Financial Institution in the form of equity or debt, to undertake

business activities effectively and to the shareholders as their holding will yield better

results and value.

The Scheme does not involve any financial outlay / outgo and therefore, would not

affect the ability or liquidity of the Company to meet its obligations/ commitments inthe normal course of business. Further, this Scheme would also not in any way

adversely affect the ordinary operations of the Company.

The Scheme, if approved, may enable the Company to avail business opportunity that itwas unable to take advantage because of it experiencing Accumulated Losses.

The proposed Scheme will enable the Company to use tfre amount which is lyingunutilized in the Securities Premium Account and Share Forfeiture Account of the

Company in an effective manner for the benefit of the Company.

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e. The true financial statement of the Company would ensure the Company to expand &

smoothen the business activity and to attract new source of avenue and in turn

enhancement of its shareholders' value.

f. The reduced capital will correctly disclose the net worth of the company and the post

reduction book value will be backed by net assets of the Company.

Upon the Scheme becoming effective and after obtaining the necessary approvals, consents,

permissions, etc., the Share Capital of the Company as on March 3-J,,2017 amounting to Rs.

4g,309,500/- (including the share Forfeited amount) be reduced to Rs. 11.,318,400 and the

securities premium account amounting to Rs. 22,603,200 be reduced to Rs. 2,193by writing

off entire balance of Accumulated Losses of Rs. 545,92,107 / -.

The reduction of the paid-up share capital of the Company by way of writing off the

Accumulated Losses against the Share Capital including the Share Forfeiture Account of the

Company involve reduction in the issued, subscribed, paid-up share capital of the

Company.

The Scheme is merely a reduction in the Share Capital of the Company prepared in terms of

Section 66 rcad,with Section52 of the Companies Act, 2013 and does not envisage transfer

or vesting of any of the properties and/or liabilities of the Company to any person or entity.

The Scheme also does not invoive any conveyance or transfer of any property of the

Company and consequently the order of the National Company Law Tribunal approving

the scheme will not athact any stamp duty in this regard under the applicable provisions of

the Maharashtra StamP Ac! L958.

The consent of the mernbers of the Company to this Scheme of reduction of capital of the

Company shall be taken through a special resolution under the provisions of Section 66 of

the Companies Act,20l.3 and any other applicable provisions'

L0. Effect of the Scheme

The proposed reduction of capital by reducing the share capital and securities premium

account of the company against Accumulated Losses pursuant to the Scheme shall be

reflected in the books of accounts of the Company, on the Effective Date, in the following

manner.

ffiicuJ$s Prior to the Schemeas ' on 3L Maich20L7(Audited)

Paid Up ShareCapital (including

Rs.43,309,500/- Rs. 31,99L,1"00/ -* Rs. LL,31.8,400/-

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Prior to the Schemeas on' gt March201"7(Audited)

Share ForfeitureAmount)

Reserve & Surplus- Securities PremiumAccount)

Rs.22,603,200/ - Rs.22,607,007 / - Rs.2,193

- Profit & LossAccount

Rs. (54,592,1,07)/ - Rs. (54,59210n/- Rs. Nil

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"Entire amount of Rs. L1,869,500F of Slure Forfeiture AccoRs. 20,121,600/- is proposed tobe reduced.

The aforesaid reduction is proposed to be effected by reducing the face value of each fullypaid up equity shares from Rs. 10/ - each to Rs. 3.60. Upon the said resolution, L00 sharesof Rs. 3.60 shall be consolidated to 36 new Equity shares of Rs. 1.0/ - each.

Hence, upon Scheme being effective, 36 new Equity Shares of Rs. 10/ - eachshall be issuedagainst L00 existing Equity Shares of Rs. 10/- each to the existing shareholders of theCompany whose name appears in the Register of Members of the Company on the RecordDate to be fixed by the Board of Directors of the Company.

No fractional entitlements shall be issued in favour of any member of the Companyholding equily shares in fractional entitlements, if any, to which he may be entitled onissue or allotment of new equity shares of the Company as aforesaid. The Board ofDirectors proPoses to appoint Link Intime India Private Limited, Registrar and TransferAgent (RTA) of the Company to hold in trust the Equity Shares of the Company arisingout of consolidatiory of fractional entitlements of the members of the Company and to sellthe same in the market as such times and at such prices to such persons as the RTA maydeem fit and deposit such proceeds in the name of RTA to be opened with any bank andpay the Company the net sale proceeds thereof for on#ard distribution of the same toaforesaid shareholders.

The Equity Shares of the Company shall continue to be listed on the BSE. The new EquityShares will issued by the Company without any action required from the shareholders inlieu of cancelled shares and which will be listed andf or admitted to trading on the stockexchange where the shares are already traded subject to necessary approval beingobtained from regulatory authorities.

The Scheme is only reduction of capital of the Company and it does not envisage transferor vesting of any properties andf or liabilities to or in favor of the Company.

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16. Since the reduction of the paid-up share capital of the Company is by way of writing offthe Accumulated Losses against the Securities Premium and Share Capital (includingShare Forfeiture Account) of the Company which involves reduction in the issued,

subscribed, and paid-up share capital of the Company, and any payment of the paid upshare capital to the shareholders of the Company but it is not result in extinguishment ofany liability or diminution of any liability, therefore, there is no outflow off payout offunds from the Company and hence the interest of the creditors is not adversely affected.

The reasons for reduction of capital of the Company under Section 66 of the Companies

Act,2013, are intended for the benefit of all the stakeholders including creditors.

\7. The shareholding pattern of the Company and the number of shares shall be changed as

there is reduction in the paid-up share capital of the Company contemplated in the

Scheme. The pre and post reduction shareholding pattem of the Company will be as

follows:

rLParticularstt-'. Prior to the Scheme as on

31, March 2017"

:ffte4he,-impJffint$6niof the Scheme' as on 3L

March 2OL7* : :

Number ofShares =(Rs. 10/-each)

o/o of total= ;,.|"{,,}lifil..E :.i... bf-;

Sihar$g;;'11fl1l l ;;s.' .:.i..1'10/;:

.eachlErli , , t;iPromoter And PromoterGroup

934,609 29.73 336,459 29.73

Public 2,209,391 70.27 795,381 70.27

Total 3,L44,000 100.00 1,731,840 100.00

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b)

c)

PART - IV

GENERAL TERMS AND CONDITIONS APPLICABLE TO THE ENTIRE SCHEME

1. CONDITIONALITY OF SCHEME

The Scheme is conditional upon and subject to:

T'he Company obtaining the observation letter from the designated Stock Exchange for the

implementation of the Scheme.

The Scheme being agreed to by the respective requisite majorities of members of the

Company as required under the Act

The requisite sanctions and approvals under the applicable law including but not limited to

approvals, sanctions required under the SEBI Circular (CFD/DII3/CIR/2017/21) dated

March 10, 2017 issued by the SEBI read with the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015, and as may be

required by law in respect of this Scheme being obtained;

The Scheme being approved by the National Company Law Tribunal under Section 66 rcad

with Section52 of. the Companies Act, 2013, rcadwith all other applicable provisions rt atry,

of the Act or of such other authority having jurisdiction under applicable law, being

obtained; and

The certified copy of the above order of the NCLT sanctioning this Scheme being filed with

the Registrar of Companies, Mumbai.

2. COSTS, CHARGES AND EXPENSES

A11 pas! present and fufure costs, charges, levies, duties and expenses in relation to or in

connection with or incidental to the Scheme or the implementation thereof shall be borne by

the Company and all of the above costs shall be treated as costs relating to the Scheme.

3. TMPACT OF THE SCHEME ON EMPLOYEES/WORKERS

The Scheme shall not have any adverse impact on the employees and workers of the

Company.

4. IMPACT OF THE SCHEME ON CREDITORS/ BANKS/ FINANCIAL INSTITUTIONS

The Scheme will not have any adverse impact on any of the Company's creditors/ banks/

financial institutions. Th"y would in fact be generally benefitted as the Scheme would help

improving the financial position of the Company. The Scheme will help the revival of the

d)

e)

v

?o3. t4 o P* 5x

s

Company which will be in the interest of the Company's creditors/ banks/ financial

institutions.

5. LEGAL PROCEEDINGS

The Scheme would not affect any legal or other proceedings by or against the Company.

6. APPLICATION TO THE NATIONAL COMPANY LAW TRIBUNAL

This Scheme involves reduction of share capital and Securities premium as contemplated by

Article 7'1. of the Company's Article of Association. The Company shall make all

applications/petitions under Section 66 rcad with Section52 of. the Companies Act, 2013 (as

the case may be), and other applicable provisions of the Act to the National Company Law

Tribunal for sanctioning of this Scheme and obtain all approvals as may be required under

law.

7. MODIFICATIONS/AMENDMENTS OFTHE SCHEME

The Company,by its Board or such other person or persons, as the Board may authorize,

may make, or affect or assent to any modification or amendment of the Scheme which the

National Company Law Tribunal and/ ot any other authorities under law may deem fit todirect or impose or which may otherwise be considered necessary or desirable by the Board

for settling any question or doubt or difficulty that may arise for -implementing and/or

carrying out the Scheme or otherwise howsoever arising out of or under or by virtue of the

Scheme and/ or any matter concerned or connected therewith, as may be considered by the

Board to be in the best interest of the Company and its members including the withdrawal

of the Scheme, and do all such acts, deeds and things as nvry be necessary, desirable or

expedient for giving effect to the Scheme.

8. EFFECT OF NON-RECEIPT OF APPROVALS/ SANCTIONS

In the event of any of the aforesaid sanctions and approvals not being obtained and/ or the

Scheme not being sanctioned by the National Company Law Tribunal and/ or the order or

orders not being passed as #oresaid, the Scheme shall become null and void, save and

except in respect of any act or deed done prior thereto as is contemplated hereunder or as to

any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which

shall be governed and be preserved or worked out as is specifically provided in the Scheme

or as may otherwise arise in law and the Company shall bear and pay the costs, charges and

expenses forf or in connection with the Scheme.

fu'A. zo of* =s

9. SEVERABITITY

If, in the opinion of the Board, any part of the Scheme is found to be unworkable for anyreason whatsoever, the same shall not affect the validity or implementation of other parts orprovisions of the Scheme. If any part of this Scheme is hereof is invalid, ruled illegal by anyappropriate authority of competent jurisdictior; or unenforceable under present or futurelaws, then it is the intention of the Board that such part shall be severable from theremainder of the Scheme, and the Scheme shall not be affected thereby, unless the deletionof such part shall cause this Scheme to become material adverse, in which case the Boardshall attempt to bring a suitable modification to the Scheme. The Board shall be entitled torevoke, cancel and declare the Scheme of no effec! il the Board is of the view that thecoming into effect of the Scheme would have adverse implications on the Company.

10. CROSS HOTDING

Q- Since it is not a matter concerning to merger or de-merger, the concept of cross holding doesnot apply.

11. DESIGNATED STOCK EXCHANGE:

The Designated Stock Exchange for interaction with SEBI shall be the BSE Limited.

12. ACCOUNTING TREATMENT

The Securities Premium will be reduced by Rs. 22,601,007 / -, the Share Forfeiture account ofthe Company by Rs. 118,69,500/- and part of the fully paid up Share Capital by Rs.

20,121,600/- and correspondingly the same shall be utilized for writing off the entireAccumulated Losses by Rs. 54,592,107 /-. The Comp3ny will pass the following entry as perthe applicable accounting policies and accounting standards as regards accounting for the

s reduction of Securities Premium, Share Forfeiture and Share Capital and writing off theentire Accumulated Losses:

Share Forfeiture Account Dr. 1'L,869,500

Securities Premium Account Dr. 22,60-1.,007

Share Capital Account Dr. 20,12'1,,600

To Profit and Loss Account

13. TISTING OF SHARES

54,592,107

Notwithstanding the reduction of capital of the Company in pursuance of this Scheme, the

listing benefit of the Company on the Stock Exchanges where the existing Equity Shares of

tr*sI uuuaer lE

N-#fuA" z-t oF sa

*

the Company are listed shall continue and the Company will comply with the applicable

provisions of the Listing Agreement with the Stock Exchanges. Notwithstanding the

reduction of capital of the Company in pursuance of this Scheme, the Company shall not be

required to add the words 'And Reduced" to its name as the last words thereof.

14. FORM OF MINUTE UNDER SECTION 66(s) OF THE COMPANIES ACT, 20L3

The form of minute proposed to be registered under Section 66(5) of the Companies Act,

2013, as on 31" March2017, is as follows:

"The subscribed and the paid up capital of Datasoft Application Software (India) Limited

henceforth is Rs.11,31"8,400/- (Rupees One crore Thirteen lakhs Eighteen thousand Four

hundred only) divided into '1.,131.,840 Equity Shares of Rs. L0/- each reduced from Rs.

43,309,500/-. The Securities Premium Account of the Company henceforth is Rs. 2193

reduced from Rs. 22,603,200/ - as on March 3'1.,2017.'

For and on behalf of

Datasoft Applicatilrn Sof tware

{\

U^\^q,,t

(India) Limited

Chandan tnt Pur*fl-*Managing Director & CEO

u

?*A" zz aP 5v

APPL|CAT|OI{ SOFTUVARE (lNDlA)

Unaudited

Six monthsended on

30.09.2017

As per last

AuditedFinancialYear

1 year prior tothe last Audited

FinancialYear

2 years prior tothe last AuditedFinancialYear

20L6-L7 2015-16 20L4-L5

Equity Paid up Capital

Reserves and surplus

Carry forward losses

Net Worth

Miscellaneous Expenditure

Secured Loans

Unsecured Loans

Fixed Assets

lncome from Operations

Total lncome

Total Expenditure

Profit before Tax

Profit after Tax

Cash profitEPS

Book value

43,309,50022,603,200-54,773,268

1L,139,432

526,309

286,767

467,927

-181,160

-181,160

-L81,160

-0.06

3.54

43,309,500

22,603,2O0-54,592,LO7

11,320,593

zot)-g

600,000

1,169,550

819,O93

349,457

349,457

349,457

0.11

3.60

43,309,50022,603,2O0

-54,941,564

r0,97L,L36

3Or,729

750,000

L,463,657

749,423714,234714,2347L4,234

o.23

3.49

43,309,500

22,603,200-55,655,798

x0,256,907

71.,769

765,t16765,1,L6

409,232

355,884

355,884

355,884

0.1L

3.26

FINACIALS OF THE COMPANY

22nd December20tT

For Datasoft Apdlicati\n Software (lndia) Limited

LJ]^ | ^)^, i'i'":t u.

1 ",,,

Chandan Parmar ii,,, '

,,:rrj1\.' :'- . ,.,::,,a:

Managing Director and CEO

DIN oo5g26L3 ';;;"",'r;""i'i;'

Appendix 7

(in Rs.)

?o"u 36 o[L 58

crN - 172200MH1 992P1C067032

Registered Office : 442,Blue Rose lndustrial Estate, Western Express Highway, Borivali (East), Mumbai-400 066.

Tel:2870 3821 . Telefax :2870 6999 . Email : bhutabuch@yahoo.com . Website: www.dasil.in

Wawu **stri &xn*wwu*s LLY*hurtxr nd A u u*aritxtttr

MumbaiAddress : 203, The gummil, Hanuman Road,

Westem Expr*sr Highxay- Vile Fsd* {€}, Munbai- 400 SS7

T: 02?.2615 010A ! ffi I 112.F :0222615 0113

PuneAddress: 123, Sohnb i{atl,21 Sassoon Road,

Opp. Jehangir ltospital, Pune - 41f 001 .T :820 49ffi7177

4t.

Linrited Keview RePort

To,The Soard sf [ireetors af Datasoft Applicatlen $oftware {lndia} Limi't*d

("Company")

We have reviewed the unaudited financial results of Datasoft Application Software

{fndia} Linrited {*'Cnmpany") for the quader.and hatrf.r,ear *1.9*f $epi*mb*rr 3*,2017which'are inctud'ed in tire aciompanying Siatenrent of'Unaudited Financial Rssults far

the fir.rarter and Hali year *nded $npt*mber 30, 2017 and ihe ststement *i assets and

liabilities a6 ort that date iogether with the notes lhereon {the 'Stat*ment'}. The

$tatenrent has heen prepar*d by ihe Company pursuant to Regulaticn 33 of the

$ecurities and Exchange Esard of lndia (Listing Obligation and ilisclo*ureRequirem*nts) Regul*tions, 2015 {the "Listing Regulaiions, .?015") as. modified by

Circufar No. CIRIOFU$^Q/62ftA16 dated July 5, 2016, which has been initialed by us

far identification purposes. This statement which is the r*sponsibility of the O*rnpany'lmanagemant anA hes been approved by Soard of Sirectors. Our re*ponsibility i* toissue a report on these financlal etatements based oil our r*view' Furth*r', the

Management is als* responsible to ensuf* that the accounting policies used rn

pr*paiation of this $tat*nrent are consistent with thoce used in the_preparatian al.th*b**prr',y'r opening unaudited Balance sheet as at April 1, 20'tG prepared rn

"""oidance *itr, tne Carnpanies {lnclian Accounting Standards} Xules,201S (lnd A$)

prescribed under Section 133 rf th* Companies Act, ?0"13 arrd oth*r r*eognraed

accounting practices and policiee. Our responsibility is to ?ssrre a repnrt on the

Statemeni based on our review

We conducted our review in accordance with the $tandard on Revielv Engageinertt

{$Rf;} ?410, Review sf lnterim Financiat lnfcrmatisn perfcrmed by lndependent Auditorli tf^,d fntity issued by the lnstitute of Chartered Accsuntants of lndia. This standard

reguires that we plan and perlorm the review to obtain msderate a$$uranfe a$ towhether the finansial statemenls ara free of material misstatement. A review ie linrited

primarily to inquiri*s of conrpany personnel and an analytical .procedure applied t*iinancial data and thus provides les$ a$$urance than an audit. fJe hav* not perfomled

an audit and accordingly, we do not expres$ an audit opini*n.

According to infarmation and explanation given to us, lh* Company l*l_n1t appoinled

full time iompany secretary a$ per $ection 203 of the Conrpanies Act, ?013 l{awsver'

** "r*

infcrmed ihat management is under process of app*inling a Sompany $e*r*taryin due c*urss of t;fi1s.

Sased on gur review conductecj as above, nothing has come to CIur att*ntion that

causes us ts believe that the acc*rnpanying statement of unaudited sta*dalone financial

r*uufts prepar*d in accordance with afplicabla lndian Accounting $landatd* {lnd A$}

*,.4 otf',et' recognized accounting practice$ and policies !q$ -ngt disclo$ed the

infsrmatjon required to be discl*ssd in terms of Regulation 33 *f the $EBl {|"-isting

Onfigiilotr and Disctosure Requirefients) Regr.llatione, 2015 including the manner in

wtrlcir lt is to be disclossd, or that it conlsins any material misstatement.

5 Ws drsw altention to th* foll*wing matters:

4.

n .. ..^.Taqe j'} or 5<'U

I

Xaxril #ashi *ssssixt*n ILP Sontinuation $h*st

a) Nate 2 to the siatement which states that the Corrpany has adspted lnd AS ior thefinancial year commencing from April 01 . 2A17, and accordingly, the $tatement hasbeen prepared by the Company's Managentent in compliance with lnd AS.

b) We were neither engaged to review, nor have we reviewed the comparative figuresincludinE the reconciliation to the Total Comprehensive lncrme for the quafler andhalf year ended on $eptember 30, 2016 and accordfngly, we dc not exprc$$ aflycsnclusion on lhe rssults in the $tatement for the quarler and hall yoar endedSeptember 30, 2016. As set out in note 1 to the Statement, these figures have beenfurnished by the Managelnent.

Our csrrclusion is not qualifi*d in respect of these matters.

Far Kanu Doshi Associat*s LLPChartered AccountantsFirm Regietration No: 1fr474SW

qi1 b/"

f, il'Ct-'L*

\t AratiParmarPartnsrMembership No.: 1

Flace: Murnbais288S

Dat*: 1 1th necember. 2417

%flu 38 o( sv

APPLICATIOI{ SOFTWARE (lNDlA)

Compliance Report as per the format specified

CFD/O[L3/ CIR/20L7 /2L dated March L0' 2OL7.

BSE LimitedThe General Manager,DeparLment of Corporate SelvicesPhirozeJeejeeboy Towers,Dalai SLreet, Ir{umbai 400 001

BSE Scrip Code: 526443

A 1"p."r.Q;; I

in Annexure IV of SEBI circular No.

Kind Attn.: Corporate Relationship / ListingDepartment

Dear Siy'Madam,

Sub: Apptication under Regulation 37 of. the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 20L5 ("Regulations") for theproposed Reduction of Capital of Datasoft Application Software (India) Limited ('Datasoft')and its shareholders.

It is hereby certified that the draft Scheme of Reduction of Capital of Datasoft Application Software

(India) Limited does not, in any way violate, override or limit the provisions of securities laws orrequirements of the Stock Exchange(s) and the same is in compliance with the applicable provisionsof SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20L5 and SEBI circular No.

CFD/DIL3 / CIR/ 2017 / 2L dated March 10,2077 (SEBI circular') including the following:

Sr.No.

Reference Particulars Whether Compliedor not / details

't. Regulation 17 to 27 of LODRRegulations

Corporate GovernanceRequirements

Not Applicable. Acertificate from PCSis attached herewithas Annexure -.L

2. Regulation 11 of LODRResulations

Compliances with thesecurity laws

Yes, Complied

Requr .rement of the SEBI Circular(u) Para (I)(A)(2) Submission of documents to

Stock ExchangesYes, Submitted

(b) Para (I)(A)(2) Conditions for schemes ofarrangement involvingunlisted entities

Not Applicable

fuyu no oP =u

clN - L72200MH1 992P1C067032

Registered Olfice : 442,Tel:28703821 .

Blue Rose lndustrial Estate, Western Express Highway,

Telefax:287O 6999 . Email : bhutabuch@yahoo.comBorivali (East), Mumbai400 066.. Website : www.dasil.in

/

I

For Datasoft Application Software (india)Limited

Director and Compliance Officer22"a December 2017

Sonali BorkarChief Finance Officer22"d December 2017

Ll--l*il,Chandan M ParmarManaging Director & CEO22"a December 2017

Chandan M ParmarManaging Director & CEO

22"a December 2017

Certified that the transactions / accounting treaknent provided in the draft Scheme of CapitalReduction of Datasoft Application Software (India)Limited are in compliance with all theAccounting Standards applicable to a listed entity.

For Datasoft Application Software (India) Limited

?aXe at 6? 58

APPLICAITON SOFTWARE 0ilDrA)

Sr.No.

Reference Particuiars Whether Compliedor not/ details

(.) Para (I)(A)(a) (a) Submission of ValuationReport

Yes, SubmittedRefer Appendix -3

(d) Para (I)(A)(5) Auditors certificateregarding compliance withAccountins Standards

Yes, SubmittedRefer Appendix -B

(") Para (I)(A)(e) Provision of approval ofpublic shareholders throughe-votins

Not ApplicableRefer Appendix -L0

Chaitafya M Buch

Registered Office:442,Tel: 2870 3821 .

ctN - 172200MH 1 992P1C067032

Blue Rose lndustrial Estate, Western Express Highway, Borivali(East), Mumbai4O0 066.

Telefax :287O 6999 . Email : bhutabuch@yahoo.com . Website : www.dasil.in

APPendix 13

Brief particulars about ComPanY

Scheme relates to Reduction in share capital and hence there are no transferee and transferor companies. Details provided below relates to

eompany whose capital is proposed to be reduced

ctN - 172200MH 1 992P1C067 032

Registered Office: 442,Blue Rose lndustrialEstate, Western Express Highway, Borivali(East), Mumbai-4O0 066.

Tel: 2870 3821 . Telefax i 2870 6999 . Email : bhutabuch@yahoo.com . Website : www.dasil.in

APPLICATTON SOFTWARE(IND|A)- LTD.

Details of CompanYParticulars

{ame of the company

)at,e of lncorporation & details of name

:hanges, if anY

znd JuneTg% There is never been a change in name

legistered Offices Highway, Borivali (East)' Mumbai 400066

3rief particulars of the scheme ffiompanyasunderParticulars 3efore reduction After

ProposedRs Rs

)aid up share capital 31,440,000 1 1 ,318,400

:orfeited Shares account 11,869,500

iac Pramir rm accot tnl 22,603,200 2,193

OeOit nat'ance in P&L account (Accumulated losses) 54,592,107

Rationale for the scheme jffi- represent the trrc financial position of the company (2) To avail buslness opponunllles wnron

^/ere hitherto not available due to accumulated losses (3) To evidently disclose true net worth of the

lompany.

Date of resolution passed by the Boarc

of Director of the company approving

the scheme

22ndDecembet 2017

Oate of meeting of the Audi

Committee in which the draft schemt

has been approved

22ndDecembet 2017

tt'ame of Exchanges where securities

rf the comPanY are listed

\ature of Business loftware and training

Number

lapital before the scheme

:No. of equity shares as well as capita

n rupees)

Eqffihares-- 3,144'ooo 31'440'ooo

Forfeited Shares 11,856,000 11'869'500

TOTAL 15,000,000 43'309'500

rcd NONE

Cancellation of shares on account o1

cross holdinq, if anY

NONE

Number KS

lapital after the scheme

(No. of equity shares as well as capit€

n rupees)

-A@hares-- t,tst,e+o 11'318'4oo

Forfeited Shares 0 0

roTAK 1,131,840 11'318'400

( L 59 toe+r

\

tcli<:LI;

Itt4

9,uXftoiil aDl

APPLGANON SOFTWARE (INDIA)

(

{et WorthPr€

Posl

(Rs. ln Crores)1.131.13

/aluation by independent unanereo\ccountant -',lame of the valuers/valuers firm and

iegn no.

N-t Applicable as certified by an independent Chartered Accountant

Mr Rajagouda S Patit (Membership No 100341) proprietor of R. S. Patil & Co., Chartered Accountants,

(Firm Registration no 1 't 7884W) Shop No 7, Madhukunj Samved CHS Ltd, Near Ekta Bhoomi Garden'

Rajendra Nagar, Borivali (East), Mumbai 400066

Vlethods of valuation and value pel

ihare arrived under each method witt,veight given to each method, if any.

NOT APPLICABLE

Fair value per shares NOT APPLICABLE

Exchange ratio lOT APPLICABLE

Name of Merchant Banker giving

lairness opinion/N/RO FtNAI\IC|AL SERVAES pRtVRte LIMITED; VIVRO HOUSE; 11, Shashi Colony; Opp Suvidha

Shoooino Centre. Paldi. Ahmedabad 380007

ihareholding pattern Pre Post

No. of Shares "/" of holdilo I tto. of Sharesl o/o of holding

PromoterPublicCustodianTOTAL

934,6092,209,391

3,144,000

;z9.tJ70.27

100

336 ,459795,381

1 ,131 ,840

29.7370.27

100

\o of shareholders 3138 as on 30.9.20'17

Names of the

Promoters

vlr. Hasmukh J Shah

vlr. Chandan M Parmar

Mr. Chaitanya M Buch

Mr. Raiesh M Bhuta

{ames of the Board of Directors Mr. Hasmukh J ShahMr. Chandan M ParmarMr. Chaitanya M Buch

Mr. Rajesh M Bhuta

Mr Mahesh KurlawlaMs. Lakshmi Nazareth

Please specify relation among th€

companies involved in the scheme, i

anv

Not Applicable

Details regarding change in

management control in listed ol

resulting company seeking listing if any

tlo change tn management as a result of reduction in share capital

22nd December,2017 F9r Datasoft Applicdtion Sc

U)*l^(lndia).Limited

t';rtrr$;i*

(r\" drl o F zs

Registered Office:442,Tel:2870 3821 .

ctN - 172200MH1992P1C067032

Blue Rose lndustrial Estate, Western Express Highway,

Telefax : 28706999 . Email : bhutabuch@yahoo.comBorivali (East), Mumbai4OO 066.. Website : www.dasil.in

APPLTCATTON SOFTWARE (rNDrAI

CAPITAT EVOLUTION

22nd December,2077 For Datasoft Appli

Appendix 15

ware (lndia) Limited

Lu^"Chandan Parmar

nManaging Director and CEO

DrN 00592613

(3e sa o? 5v

Date of lssue/Date olallotment

No. olsharesissued

lssue Price (Rs.) Type of lssue (lPO/FPOIPreferential lssue/ SchemelBonus/ Rights, etc.)

Cumulativecapital Rs.

Whetherlisted, ilnot listed,givereasonsthereof

8th June 1992

21st December 1992

10th November 1993

3rd May 1994

27th April 2000

10th September 2001

700320,550

130,100

2,548,650

12,000,000

-11,856,000

10 per share

10 per share

10 per share

10 per share

Rs 10 plus premium ofRs 17 per share

Subscribers shares

Promoters shares

Promoters shares

Public lssue (lPO)

Preferential Allotment

Shares forfieted

7,OOO

3,205,500

1,301,000

25,486,500

120,000,000

-118,s60,000

Listed

Listed

Listed

Listed

!,44,000shares

listed

Listed

rOTAL 3,L44,OOO 31,440,000

ctN - L72200MHl 992P1C067032

Registered Office : 442,Blue Rose lndustrial Estate, Western Express Highway, Borivali (East), Mumbai-40O 066.

Tet: 2870 3821 . Telefax :2870 6999 . Email : bhutabuch@yahoo.com . Website: www.dasil.in

A Pg"Jrx 16

ANNEXURE VII

22nd December,2017

To,The General Manager,Department of Corporate Services,BSE Limited,P.J. Towers, Dalal Street,Mumbai - 400 001.

Dear Sir,

Sub: Application under Regutation 37 of the SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015 for the proposed scheme of Reduction of Capital

ln connection with the above application, we hereby confirm that:

a) The proposed scheme of reduction of capital to be presented to any Court or Tribunal does not inany way violate or override or circumscribe the provisions of the SEBI Act, 1992, the Securities

Contraits (Regulation) Act, 1956, the Depositories Act, 1996, the Companies Act, 1956 /Companies Act, 2013, the rules, regulations and guidelines made under these Acts, theprovisions as explained in Regulation 11 of the SEBI (Listing obligations and Disclosure

iRequirements) Regulations, 2015 and the requirements of SEBI circulars and BSE Limited.

b) ln the explanatory statement to be fonrvarded by the company to the shareholders u/s 1Q2 oraccompanying a proposed resolution to be passed u/s 66 of the Companies Act, it shall disclose:

i) the pre and post- capital reduction (expected) capital structure and shareholding pattern and

ii) the "fairness opinion" obtained from an lndependent merchant banker on valuation of shares

done by the valuer for the company.

iii) The Complaint report as per Annexure lll.

iv) The observation letter issued by the BSE Limited

c) The draft scheme of Capital Reduction together with all documents mentioned in Para l(AX7Xa)

of SEBI Circular no. CFD/D|L3/C|R/2017121 dated March 10,2017, has been disseminated on

company's website as per Website link given hereunder:

raruvr,v.dasil. in

d) The company shall disclose the observation letter of the stock exchange on its website within 24

hours of receiving the same.

(ao.e, s+ o? sz

crN - L72200MH1 992P1C067032

Registered Office : 442,Blue Rose lndustrial Estate, Western Express Highway, Borivali (East), Mumbai40O 066.

Tel:2870 3821 . Telefax :2870 6999 . Email : bhutabuch@yahoo.com . Website:www.dasil.in

/

e) The company shall obtain shareholders' approval by way of special resolution passed throughpostal balloV e-voting.

The documents filed by the Company with the Exchange are same/ similar/ identical in all respect,

which have been filled by the Company with Registrar of Companies/SEB|/Reserve Bank of lndia,

wherever applicable.

For Datasoft Applicatio" ,G (lndia)

U^l^'''h IChandan ParmarManaging Director & CEODrN 00592613

fu.A. sB o? og

APPLTAnOil SOFTWARE (rNDrA)

Registered Office:442,Tel:2870 3821 '

crN - 172200MH 1 992P1C067032

Blue Rose lndustrial Estate, Western Express Highway,

Telefax :2870 6999 . Email : bhutabuch@yahoo.comBorivali (East), Mumbai4OO 066.. Website : www.dasil.in