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California Software Co. Ltd. Audit Report / Information 2023

May 30, 2023

63642_rns_2023-05-30_8a615bab-bec7-43b0-882f-f5218bb5915a.pdf

Audit Report / Information

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California Software Company Limited

CIN: L72300TN1992PLC022135

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096 Phone +91 94448 60882

Email: [email protected] www.calsoftgroup.com/www.calsof.com

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May 30, 2023

To,

National Stock Exchange Of India Limited Symbol – CALSOFT

Exchange Plaza, 5th Floor, Plot No. C/1, G Block Bandra-Kurla Complex Bandra (East), Mumbai – 400051

BSE Limited Security Code – 532386 Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400001

Dear Sir/Madam

Sub: Compliance under Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Secretarial Compliance Report duly issued by M/s. S Dhanapal & Associates LLP, Practicing Company Secretaries, for the financial year ended March 31, 2023.

Kindly take the same on record.

Thanking you.

Yours faithfully,

For CALIFORNIA SOFTWARE COMPANY LIMITED

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MAHALINGAM VASUDEVAN MANAGING DIRECTOR DIN: 01608150

Suite 103, 1[st] Floor, Kaveri Complex , 96/104, Nungambakkam High Road (Next to NABARD & ICICI Bank) Nungambakkam, Chennai - 600 034 Ph:044-4553 0256/ 4553 0257/4265 2127 Email :[email protected] [email protected] Website: www.csdhanapal.com

S D hanapal & A ssociates LLP

Practising Company Secretaries

Designated Partners S. Dhanapal,B.Com, BABL, F.C.S N. Ramanathan, B.Com, F.C.S Smita Chirimar, M.Com, F.C.S, DCG(ICSI)

SECRETARIAL COMPLIANCE REPORT

OF

CALIFORNIA SOFTWARE COMPANY LIMITED

FOR THE FINANCIAL YEAR ENDED 31.03.2023

We, S Dhanapal & Associates, a Firm of Practicing Company Secretaries, Chennai, have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by CALIFORNIA SOFTWARE COMPANY LIMITED (hereinafter referred as ‘the listed entity’), having its Registered Office at Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase I, Chennai – 600 096. Ph. 9444860882 India, Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and to provide our observations thereon.

Based on our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that, the listed entity has, during the review period covering the financial year ended on March 31, 2023, complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter:

We have examined:

  • (a) all the documents and records made available to us and explanation provided by CALIFORNIA SOFTWARE COMPANY LIMITED (“the listed entity”),

  • (b) the filings/ submissions made by the listed entity to the stock exchanges, namely National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE) and as provided to us / available for public viewing on websites of these exchanges,

  • (c) website of the listed entity namely www.calsoftgroup.com

  • (d) other document/ filings, such as email communications as relevant, which have been relied upon to make this certification,

for the year ended 31.03.2023 (“Review Period”) in respect of compliance with the provisions of :

  • (a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and

Continuation Sheet

S D & A ssociates LLP hanapal

Practising Company Secretaries

  • (b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

  • (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

  • (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

  • (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

  • (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 – Not Applicable;

  • (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 – Not Applicable;;

  • (f) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and amendments from time to time (added by client);

  • (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 - Not Applicable;

  • (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

and circulars/ guidelines issued thereunder;

and based on the above examination, we hereby report that, during the Review Period:

I. (a) (**) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

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Practising Company Secretaries

Sr.
No.		 Comp
liance
Require-
ment
(Regu-
lations/
circulars/
guide-
lines
including
specific
clause)

Regu-
lation/
Circular
No.		 Deviations Action
Taken
by		 Type of
Action
Advisory/
Clarification/
Fine/Show
Cause
Notice/
Warning,
etc.
Details of
Violation
Fine
Amount		 Obser-
vations/
Remarks
of
the
Practicing
Company
Secretary
Man-
age-
ment
Re-
sponse		 Re-
marks
Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

(b) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr.
No.		 Com-
pliance
Require-
ment
(Regu-
lations/
circulars/
guide-
lines
including
specific
clause)		 Regu-
lation/
Circular
No.		 Deviations Actio
n
Taken
by		 Type of
Action		 Details of
Violation
Fine
Amount		 Observations/
Remarks of the
Practicing
Company
Secretary		 Man-
age-
ment
Re-
sponse		 Re-
marks

Advisory
/
Clarificat
ion/
Fine/
Show
Cause
Notice/
Warning,
etc.
1 Secretarial
Complianc
e Report
Regulatio
n 24A of
SEBI
(Listing
Obligation
s and
Disclosur
e
Requirem
ents)
Regulatio
ns, 2011		 Secretarial
Compliance
Report
for
the
FY
ended
31.03.2021
not filed with
the
Stock
Exchanges
within
the
prescribed
period
of
time





Nil		 Nil Nil Nil Filed
on
02.07.2021 with a
delay of Two (2)
days.
Extension of time
was
given
by
SEBI
till
30.06.2021
due
to
COVID
Pandemic
situation.







Extension
of time
was given
by SEBI
till
30.06.202
1 due to
COVID
Pandemic
situation.


-

Continuation Sheet

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Practising Company Secretaries

2 Reconciliat
ion of
Share
Capital
Audit
Report		 Regulatio
n 55A of
SEBI
(Deposito
ries and
Participan
ts)
Regulatio
ns, 1996		 Reconciliatio
n of Share
Capital Audit
Report
for
the
Quarter
ended
30.06.2021
not
filed
within
the
prescribed
time of 30
days






Nil		 Nil Nil Nil Filed
on
31.07.2021 with a
delay of one (1)
day


There has
been
delay and
Subseque
nt
quarters it
has been
filed in
time.

Subsequ
ent
quarters
it has
been
filed in
time.
3 Intimation
of Trading
Window
Closure		 SEBI
(Prohibitio
n of
Insider
Trading)
Regulatio
ns, 2015
read with
NSE
Circular
No.
NSE/CML
/2019/11
and BSE
Circular
No.
LIST/CO
MP/01
/2019-20
both
dated
02.04.201
9		 Intimation of
Trading
Window
Closure
for
the
quarter
ended
30.09.2021
is
not
submitted to
the
Stock
Exchanges





Nil		 Nil Nil Nil Intimation
of
Trading Window
Closure for the
quarter
ended
30.09.2021 is not
submitted to the
Stock Exchanges





Complian
ce was
met in the
subseque
nt
quarters
Complian
ce was
met in
the
subsequ
ent
quarters
4 Annual
Disclosure
of
Shareholdi
ng pattern
Regulatio
n 30 of
SEBI
(Substanti
al
Acquisitio
n of
Shares
and
Takeover
s)
Regulatio
ns,2011		 Annual
disclosure of
shareholding
of promoter
as
on
31.03.2020
is not filed
within
the
prescribed
time




Nil		 Nil Nil Nil Filed
on
06.06.2020 with a
delay of five (5)
days.


Extension
of time
was given
by SEBI
till
01.06.202
0 due to
COVID
Pandemic
situation.


Complian
ce was
met in
the
subsequ
ent
quarters
5 Financial
Results		 Regulatio
n33(3)(a)
of LODR		 Delay
in
submission
of
Standalone
and
Consolidated
financial
results
for
the
quarter
ended
30.06.2019
to the stock
exchange




NSE		 Fine There
was
a delay the
Standalone
and
Consolidate
d financial
results
for
the quarter
ended
30.06.2019
was
submitted
on




Fine
of
Rs.
47,200/-
as
imposed
by
the
NSE
is
paid.
Fine
of
Rs.
88,500/-
was



Unaudited
financial
results
for
all
the
quarters for the
financial
year
ended
31.03.2021
is
filed within the
stipulated time.





The
Company
has filed
an
Applicatio
n for
waiver of
fine
Imposed
in this
regard by
paying the
requisite
-

Continuation Sheet

S D & A ssociates LLP hanapal

Practising Company Secretaries

within
45
days of end
of
the
quarter

23.08.2019. imposed
by
BSE
for
the
same.
Upon
rising
a
query for
imposing
higher
fine
amount,
there
was
no
response
from
BSE.
Since
there
was
no
response
the
fine
amount
is yet to
bepaid.








Fees to
the Stock
Exchange
.
6 Newspape
r
Advertise
ment		 Regulatio
n 47(1)(a)
and 47(4)
of LODR
– Notice
of Board
Meeting
where
financial
results
are
discussed
, shall be
published
in atleast
one
English
language
national
daily
newspape
r and in
one daily
newspape
r
published
in the
language
of the
region,
where the
registered
office of
the listed
entity is
situated;





Failure
to
publish
newspaper
advertisemen
t in English
language
national daily
newspaper
and in daily
newspaper
published in
the language
of the region,
where
the
registered
office of the
listed entity is
situated, for
the notice of
the
Board
Meeting held
on
10.05.2019
in which the
financial
results
(Standalone
and
Consolidated
)for
the
quarter
ended
















Nil		 Nil Nil Nil Notice
for
the
Board
Meeting
held
on
10.05.2019
for
approval of the
financial
results
(Standalone and
Consolidated) for
the quarter ended
31.03.2019,
is
not published in
newspaper
as
advertisement in
English language
national
daily
newspaper and in
daily newspaper
published in the
language of the
region, where the
registered
office
of the listed entity
is situated.





















Complian
ce is met
for all the
Board
Meetings
(wherever
applicable
) held
during the
year
ended
31.03.202
1

Complian
ce of this
requirem
ent is
ensured
in the
subsequ
ent
meetings

Continuation Sheet

S D & A ssociates LLP hanapal

Practising Company Secretaries

31.03.2019
was
approved.
7 Newspape
r
Advertise
ment		 Regulatio
n 47(1)(a)
and 47(4)
of LODR
– Notice
of Board
Meeting
where
financial
results
are
discussed
, shall be
published
in atleast
one
English
language
national
daily
newspape
r and in
one daily
newspape
r
published
in the
language
of the
region,
where the
registered
office of
the listed
entity is
situated;





Regulation
47(1)(b)
of
LODR –
1.
Non
publication of
financial
results
(Standalone
and
Consolidated
) in English
and Regional
Language
newspaper
for
the
Quarter
ended
31.03.2019;
2.
Non
publication of
consolidated
financial
results
for
the
quarter
ended
30.06.2019
in
both
English and
regional
language
newspaper











Nil		 Nil Nil Nil Compliance
is
met for all the
Board
Meetings
(wherever
applicable)
held
during the year
ended
31.03.2021




Complian
ce of this
requireme
nt is
ensured
in the
subseque
nt
meetings		 -
8 Approval
of
Sharehold
er		 Regulatio
n 23(4) of
SEBI
LODR –
Failure
to
obtain
shareholders
approval for
taking
loan
from
its
Director (who
is also the
promoter
of
the
listed
entity) being
a
material
related party
transaction










Nil		 Nil Nil Nil Approval of the
Shareholders for
the
same
was
obtained in the
Annual
General
Meeting held on
30.09.2020





Approval
of the
Sharehold
ers for the
same was
obtained
in the
Annual
General
Meeting
held on
30.09.202
0

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Practising Company Secretaries

9 Related
Party
Disclosure
Regulatio
n 23(9)		 Failure
to
submit
the
half
yearly
disclosure of
related party
transactions
for the half
year
ended
31.03.2019
and
30.09.2019






Nil		 Nil Nil Nil Compliance
ensured
in the
subsequent
quarters
Complian
ce is met
during the
year
ended
31.03.202
1

II. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18[th ] October, 2019:

Sr. Particulars Compliance Observations
No. Status / Remarks by
(Yes/No/ NA) PCS
1. Compliances with the following conditions while appointing/re-appointing an auditor
i.If the auditor has resigned within 45 days
from the end of a quarter of a financial year,
the auditor before such resignation, has
issued the limited review/ audit report for
such quarter; or
ii.If the auditor has resigned after 45 days from
the end of a quarter of a financial year, the
auditor before such resignation, has issued
the limited review/ audit report for such
quarter as well as the next quarter; or
iii.If the auditor has signed the limited review/
audit report for the first three quarters of a
financial year, the auditor before such
resignation, has issued the limited review/
audit report for the last quarter of such
financial year as well as the audit report for
such financial year
iv.









Yes
NA
NA		 There
was
resignation
of
auditor
within
45
days from the end
of a 2ndQuarter of
a
Financial
Year
during the review
period.
The Auditor has not
resigned after 45
Days from the end
of a Financial Year.
The
Auditor
has
signed the Limited
Review Report for
the first Quarter of
the Financial Year
2022-23.

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S D & A ssociates LLP hanapal

Practising Company Secretaries

Practising Company Secretaries Practising Company Secretaries
2. Other conditions relating to resignation of statutory auditor
i.Reporting of concerns by Auditor with
respect
to the listed entity/its material
subsidiary to the Audit Committee:
a.In case of any concern with the
management
of
the
listed
entity/material subsidiary such as non-
availability
of information
/
non-
cooperation by the management which
has hampered the audit process, the
auditor has approached the Chairman
of the Audit Committee of the listed
entity and the Audit Committee shall
receive such concern directly and
immediately without specifically waiting
for the quarterly Audit Committee
meetings.





NA		 The
Statutory
auditors
have
resigned
due
to
their pre occupation
in other professional
assignments.
He has not raised
any concerned to
audit committee.
b.In case the auditor
proposes
to
resign, all concerns with respect to the
proposed
resignation,
along
with
relevant documents has been brought
to the notice of the Audit Committee.
In
cases
where
the
proposed
resignation is due to non-receipt of
information / explanation from the
company, the auditor has informed the
Audit
Committee
the
details
of
information / explanation sought and
not provided by the management, as
applicable.
c.The Audit Committee / Board of
Directors, as
the
case
may
be,
deliberated on the matter on receipt of
such information from the auditor
relating to the proposal to resign as
mentioned above and communicate its
views to the management and the









Yes
NA
NA		 The
Statutory
auditors
have
resigned
due
to
their pre occupation
in other professional
assignments.
He has not raised
any concerned to
audit committee.
The
Statutory
auditors
have
resigned
due
to
their pre occupation
in other professional
assignments.
He has not raised
any concerned to
audit
committee/Board.

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Practising Company Secretaries

auditor.
ii.Disclaimer in case of non-receipt of
information:
The auditor has provided an appropriate
disclaimer in its audit report, which is in
accordance with the Standards of Auditing as
specified by ICAI / NFRA, in case where the
listed entity/ its material subsidiary has not
provided information as required by the
auditor.
The
Statutory
auditors
have
resigned
due
to
their pre occupation
in other professional
assignments.
He has not raised
any concerned to
audit
committee/Board.
3. The listed entity / its material subsidiary has
obtained information from the Auditor upon
resignation, in the format as specified in Annexure-
A in SEBI Circular CIR/ CFD/CMD1/114/2019 dated
18thOctober, 2019.

Yes		 Nil

III. We hereby report that, during the review period the compliance status of the listed entity is appended as below :

Sr. Particulars Compliance Observations
No. Status (Yes/No/
/Remarks by
NA) PCS
1. Secretarial Standards:
The compliances of the listed entity are in
accordance
with
the
applicable
Secretarial
Standards (SS) issued by the Institute of Company
Secretaries India (ICSI), as notified by the Central
Government
under
section
118(10)
of
the
Companies Act, 2013 and mandatorily applicable.




Yes		 Nil
2. Adoption and timely updation of the Policies:
 All applicable policies under SEBI Regulations
are adopted with the approval of board of
directors of the listed entities
 All the policies are in conformity with SEBI
Regulations and have been reviewed & updated
on time, as per the regulations/ circulars/
guidelines issued by SEBI


Yes
Yes		 Nil
Nil

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Practising Company Secretaries

3. Maintenance and disclosures on Website:
 The Listed entity is maintaining a functional
website
 Timely
dissemination
of
the
documents/
information under a separate section on the
website
 Web-links
provided
in
annual
corporate
governance reports for FY ended 31.03.2022
under Regulation 27(2) are accurate and
specific
which re-directs to the relevant
document(s)/ section of the website		 Yes
Yes
Yes		 Nil
Nil
As informed to us,
Company’s
website was
revamped during
the year. Hence,
few of the links
mentioned are not
accessible.
However, the
website is
updated and
relevant web-links
wherever required
are being
mentioned in the
Annual Report of
FY 2022-2023.
4. Disqualification of Director:
None of the Director(s) of the Company is/ are
disqualified under Section 164 of Companies Act,
2013 as confirmed by the listed entity.

Yes		 Nil
5. Details related to Subsidiaries of listed entities
have been examined w.r.t.:
(a)Identification
of
material
subsidiary
companies
(b)Disclosure requirement of material as well
as other subsidiaries		 NA
NA		 The
Company
does
not
have
any
material
Subsidiary

Continuation Sheet

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Practising Company Secretaries

6. Preservation of Documents:
The listed entity is preserving and maintaining
records as prescribed under SEBI Regulations and
disposal of records as per Policy of Preservation
of Documents and Archival policy prescribed under
SEBI LODR Regulations, 2015.

Yes		 Nil
7. Performance Evaluation:
The listed entity has conducted performance
evaluation of the Board, Independent Directors and
the Committees at the start of every financial
year/during the financial year as prescribed in SEBI
Regulations.


Yes		 Nil
8. Related Party Transactions:
(a)The listed entity has obtained prior approval of
Audit Committee
for
all
related
party
transactions; or
(b)The listed entity has provided detailed
reasons along with confirmation whether the
transactions were subsequently approved
/ratified /rejected by the Audit Committee, in
case no prior approval has been obtained.



Yes
NA		 Nil
No such instance
9. Disclosure of events or information:
The listed entity has provided all the required
disclosure(s) under Regulation 30 along with
Schedule III of SEBI LODR Regulations, 2015
within the time limits prescribed thereunder.

Yes		 Nil
10. Prohibition of Insider Trading:
The listed entity is in compliance with Regulation
3(5) & 3(6) SEBI (Prohibition of Insider Trading)
Regulations, 2015.

Yes		 Nil
11. Actions taken by SEBI or Stock Exchange(s), if
any:
action(s) has been taken against the listed entity/
its promoters/ directors/ subsidiaries either by
SEBI or by Stock Exchanges (including under the

Yes		 Fines Rs.
147500/- levied
for Late

Continuation Sheet

S D & A ssociates LLP hanapal

Practising Company Secretaries

Standard Operating Procedures issued by SEBI
through various circulars) under SEBI Regulations
and circulars/ guidelines issued thereunder except
as provided under separate paragraph herein (**).
submission of
Statement of
Impact of Audit
Qualification By
BSE.
Fines Amount Rs.
1,47,500/- levied
by NSE for the
Delay Submission
under the
Regulation 33 of
the SEBI(LODR)
Regulation, 2015
The Company
has filed an
Application for
waiver of fine
Imposed in this
regard by paying
Rs. 10,000/- +
GST.
12. Additional Non-compliances, if any:
No additional non-compliance observed for any
SEBI regulation/circular/guidance note etc.		 Yes Nil

Assumptions & Limitation of scope and Review:

  1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

  2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

  3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

Continuation Sheet

S D & A ssociates LLP hanapal

Practising Company Secretaries

  1. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For S DHANAPAL & ASSOCIATES LLP (Practising Company Secretaries) (Peer Review Certificate No.1107/2021)

RAMANATHAN

Digitally signed by RAMANATHAN Date: 2023.05.30 16:09:45 +05'30'

N. RAMANATHAN DESIGNATED PARTNER FCS 6665 COP 11084 UDIN F006665E000391126

Date: 30.05.2023 Place: Chennai

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