idream film infrastructure company ltd Directors report

To

The Members

IDream Film Infrastructure Company Limited (formerly known as SoftBPO Global Services Limited)

The Directors have pleasure in presenting the Forty Second (42^nd) Annual Report of the Company together with the Audited Financial Statements for the year ended 31" March, 2023.

1. FINANCIAL STATEMENTS & RESULTS

a. FINANCIAL RESULTS :

The Companys performance during the year ended 31^st March, 2023 as compared to the previous financial year, is

Particulars	For the Financial Year ended 31" March 2023	For the Financial Year ended 31" March 2022
Total Income	0.43	1.14
Less: Expenses	25.73	38.93
Loss before Exceptional and Extra-Ordinary items and tax	(25.30)	(37.79)
Profit / (Loss) Before Tax	(25.30)	(37.79)
Less: Provision for Tax	-	-
Income Tax of earlier years w/off	-	-
Profit / (Loss) After Tax	(25.30)	(37.79)

b. OPERATIONS:

During the year under review, the Company did not undertake any business operations. The Company incurred a Net Loss of INR 25.30 Lacs due to administrative and other fixed expenses.

c. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

d. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has one Wholly-owned Subsidiary Company viz. AHA Parks Limited which is an unlisted Public Company. The performance and financial position of the subsidiary Company for the year ended 31" March, 2023 is attached and marked as Annexure I and forms part of this Report.

During the year under review, our Company did not have any Associate or Joint Venture Company.

No company has become or ceased as subsidiary, associate and joint venture, during the year under review.

e. DIVIDEND :

Considering the loss incurred in the current financial year and accumulated losses, our Directors have not recommended any dividend for the financial year under review.

f. TRANSFER TO RESERVES:

In view of loss incurred during the year under review, our Directors have not recommended transfer of any amount to reserves.

g. REVISION OF FINANCIAL STATEMENT:

During the year under review, there was no revision of the financial statements pertaining to previous financial years.

h. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Sections 73 and 74 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

i. DISCLOSURES UNDER SECTIONS 134(3)(1) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this Report.

j. DISCLOSURES OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

k. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

l. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were transactions entered by the Company which are falling under Section 188 of the Companies Act, 2013, with related party(ies) as defined under Section 2(76) of the Companies Act, 2013 during the financial year under review. The particulars of transactions entered by the Company with the related parties in Form AOC-2 is attached as Annexure II. The Company has not entered in any contracts or arrangements with the related parties.

m. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS AND SECURITIES:

The particulars of loans given during the financial year under review along with the purposes for which such loans to be utilized by the recipients thereof, has been furnished in Note No. 19 of the financial statement.

The Company did not given guarantee, made investment or provided security during the financial year under review.

n. SHARE CAPITAL:

During the year under review, the Company has not issue any shares and hence, disclosures under Section 43(a)(ii), Section 54(1)(d) and Section 62(1)(b) of the Companies Act, 2013 read with relevant rules are not required to be furnished.

n. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, the Company did not issue any shares and hence, disclosures under Section 43(a)(ii), Section 54(1)(d) and Section 62(1)(b) of the Companies Act, 2013 read with relevant rules are not required to be furnished.

o. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no details w.r.t. the same are furnished.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act. During the year under review there were no changes in Board of Directors & Key Managerial Personnel except as mentioned below: -

1. Mrs. Kalpana Morakhia (DIN: 00336451) was appointed as the Managing Director of the Company on September 29, 2021 for a period of 5 (five) years commencing from September 29, 2021 to September 29, 2026. Her appointment was approved by the Members of the Company in the 41st Annual General Meeting held on September 29, 2022.

2. Ms. Vishakha Khetan Poladia resigned as a Company Secretary & Compliance Officer with effect from February 09,2023. During the intermittent period Mr. Umesh Keshav Bhise was appointed as interim compliance officer of the Company.

Ms. Nirali Mehta was appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 07, 2023.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from Independent Directors under Section 149(7) of the Companies Act, 2013 confirming their independence vis-a-vis the Company as provided under Section 149(6)of the Companies Act, 2013.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND ITS POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 5 (Five) times during the financial year ended 31^st March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31" March, 2023, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 ^st March, 2023 and of the loss of the Company for the year ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. AUDIT COMMITTEE:

The composition of the Audit Committee is in conformity with the provisions of the Section 177 of the Companies Act, 2013 as amended from time time.

The composition of the audit committee as on 31^st March, 2023 was as under:

Sr. No. Name	Category	Chairperson / Member
1. Mrs. Amola Patel	Independent Director	Chairperson
2. Mr. Rahul Kate	Independent Director	Member
3. Mrs. Kalpana Morakhia	Executive Director	Member

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

d. NOMINATION AND REMUNERATION COMMITTEE:

The composition of the committee as on 31^st March, 2023 was as under:

Sr. No. Name	Category	Chairperson / Member
1. Mrs. Amola Patel	Independent Director	Chairperson
2. Mr. Rahul Kate	Independent Director	Member
3. Mrs. Kalpana Morakhia	Executive Director	Member

The Board has in accordance with the provisions of Section 178(3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The extract of the Policy approved and adopted by the Board is appended as Annexure III to this Report.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company have pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a Vigil Mechanism Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairmperson of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

f. RISK MANAGEMENT POLICY:

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this Report.

g. ANNUAL EVALUATION OF DIRECTORS / COMMITTEE AND BOARD:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria as laid down by the Nomination and Remuneration Committee.

In a separate meeting of the Independent Directors, the performance of Non-Independent Directors, the Board as a whole and of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Directors.

Performance evaluation of both the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

h. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER

. DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF . MANAGERIAL PERSONNEL) RULES, 2014:

During the year under review, Directors and Key Managerial Personnel were not paid any remuneration and hence no details are required to be furnished in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

j. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR

. SUBSIDIARY COMPANIES:

Mrs. Kalpana Morakhia who was designated as the Managing Director w.e.f September 29, 2021 is in receipt of remuneration from the Holding Company.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the shareholders of the Company at the 41st Annual General Meeting appointed M/s. Kanu Doshi & Associates LLP, Chartered Accountants, (Firm Registration No. 104746W/W100096) as the Statutory Auditors of the Company to hold office for a period of five years commencing from the conclusion of 41st Annual General Meeting up-to the conclusion of 46th Annual General Meeting of the Company. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31,

. 2023:

The observations / emphasis of matter made by the Statutory Auditors in their report for the financial year ended March 31, 2023 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH, 2022:

M/s. Rai Parihar & Co., Company Secretaries were appointed as the Secretarial Auditors of the Company for the FY 2022 - 23. However, M/s. Rai Parihar & Co., Company Secretaries tendered their resignation as the Secretarial Auditors of the Company. The Board, appointed M/s. Prateek Maheshwari & Associates, Practicing Company Secretary as the Secretarial Auditors of the Company to conduct the secretarial audit for the FY 2022-23.

Secretarial Audit Report issued by M/s. Prateek Maheshwari & Associates, Company Secretaries, in Form MR-3 for the financial year 2022-23 is marked as Annexure IV and forms part of this Report.

The observations made by the Secretarial Auditors in their report for the Financial Year ended March 31,2023 read with the explanatory notes therein are as follows:

a) The Company has not complied with Regulation 46 of LODR with respect to the maintenance of a functional website. Management reply

The Company has initiated the steps to comply with the applicable provisions.

b) The Company has defaulted in SDD Compliances under SEBI (Prohibition of Insider Trading Regulations), 2015. Management reply

The Company has installed necessary software as per the requirements and update the records in the said system

d. FRAUD REPORTING:

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors or Secretarial Auditors of the Company during the course of the audit.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31" March, 2023 made under the provisions of Section 92(3) of the act read with Companies (Management and Administration) Rules, 2014 is available on Companys website at http://www.idreamfilminfra.com/wp-content/uploads/2023/Form%20MGT-7_softbpo.pdf

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

. EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

During the year under review, the Company has neither earned nor used any foreign exchange.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company was not required to separately constitute a Stakeholders Relationship Committee.

d. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social responsibility policy) Rules, 2014 were not applicable to the Company during the Financial Year 2022-23 and accordingly compliances with respect to the same were not applicable to the Company during the year under review.

e. COST AUDITORS:

The Central Government of India has not specified the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

f. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.

g. CORPORATE GOVERNANCE:

The Company has not paid any remuneration to its managerial personnel as per Section II of Schedule V of the Companies Act, 2013.

h. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is marked as Annexure V and forms part of this Report.

I. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

j. GENERAL:

The Directors states that, no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to the same during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

3. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.

4. Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

5. Difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

6. ACKNOWLEDGMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

In addition, your Directors also placed on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agent, all the suppliers, sub-contractors, consultants, clients and employees of the Company.

For and on behalf of the Board
Kalpana Morakhia	Rahul Kate
Managing Director	Director
DIN:00336451	DIN:08099915
Date : September 2, 2023
Place: Mumbai
Registered Office:
Flat No B-4501 & B-4601, Lodha Bellissimo,
Lodha Pavilion, Apollo Mill Compound,
Mahalaxmi, Mumbai 400 011
CIN: L51900MH1981PLC025354
Tel.: 022 6740 0900 Fax: 022 6740 0988
Email: mca@ahaholdings.co.in
Website: www.idreamfilminfra.com