To
The Members,
SOFCOM SYSTEMS LIMITED
Your directors have pleasure in presenting the 28th Annual Report of your Company along
with the Audited Statement of Accounts for the year ended March 31st 2023.
1. SUMMARY OF FINANCIAL RESULTS
The Companys financial performances for the year under review along with previous
years figures are given hereunder:
|
Standalone Financial Statements |
| Particulars |
2022-2023 |
2021-2022 |
| Business & Other Income |
421.93 |
-- |
| Other Expense excluding Interest, Depreciation & Tax |
172.66 |
8.15 |
| Profit / (Loss) before Interest, Depreciation & Tax |
249.27 |
(8.15) |
| Less: Interest |
18.24 |
24.72 |
| Less: Depreciation |
0.13 |
0.19 |
| Profit / (Loss) before tax |
230.90 |
(33.06) |
| Less: Tax Expenses: |
|
|
| a. Current Tax |
0.00 |
0.24 |
| b. Deferred Tax |
21.47 |
(8.26) |
| c. MAT Credit Entitlement |
-- |
-- |
| d. Income Tax of Earlier Year w/off |
-- |
-- |
| Add: Share of Profit / (Loss) from Associates |
|
|
| Profit / (Loss) for the Period |
290.43 |
(25.04) |
| Basic & Diluted Earnings per share |
5.04 |
(0.60) |
2. BRIEF DESCRIPTION OF THE COMPANYS PERFORMANCE DURING THE YEAR
During the year under review, company has Profit of Rs. 20943172/- while in previous
financial year loss was Rs. 2504000/-.
3. DIVIDEND
The board of directors has not recommended any dividend during the financial year.
4. STATE OF COMPANYS AFFAIR
The Company is engaged in the business of IT Consulting & Software.
5. TRANSFER TO RESERVES
During the year under review, The Board of Directors of your company has decided not to
transfer any amount to the reserves of the company.
6. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the objects of the Company. Business is being conducted as
per the objectives described in the Memorandum of Association of the Company. There has
been no material change in the line or nature of business that the Company is operating
in.
7. INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY The company has no
associate, subsidiary or joint venture companies.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 is not applicable as the
company has not declared dividend in any previous financial years, accordingly there is no
unclaimed/ unpaid dividend. So, there are no amounts transferred to IEPF during the year.
9. DEPOSITS
Company has not accepted any deposits from the public, during the year under review.
10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
As on the date of this report, no material changes and commitments affecting the
financial position of the Company have occurred, between the end of the financial year to
which the financial statements relate.
11. EXTRACT OF ANNUAL RETURN
An Extract of Annual Return as required under Section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9
is annexed in Annexure-I herewith.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013
with respect to Directors Responsibility Statement it is confirmed that: a. In the
preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures; b. Such accounting policies
have been selected and applied consistently and judgments and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the loss of the company for that
period; c. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities; d.
The annual accounts have been prepared on a going concern basis. e. That internal
financial controls were laid down to be followed and that such internal financial controls
were adequate and were operating effectively. f. That proper system was devised to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
13. SHARE CAPITAL
The Company has 4155000 Equity Shares of Rs. 10 each amounting to Rs. 41550000. A)
Issue of shares or other convertible securities
The company has not issued any equity shares or other convertible securities, during
the financial year.
B) Issue of equity shares with differential rights
The company has not issued any equity shares with differential rights, during the
financial year.
C) Issue of sweat equity shares
The company has not issued any sweat equity shares, during the financial year.
D) Details of employee stock options
The company has not issued any employee stock options, during the financial year.
E) Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees
There is no such provision created by company for purchase of its own shares by
employees or by trustees for the benefit of employees.
F) Issue of debentures, bonds or any non-convertible securities
The company has not issued any debentures, bonds or any non-convertible securities,
during the financial year.
G) Issue of warrants
The company has not issued any warrants, during the financial year.
14. LISTING OF SHARES
Shares of company have been listed on Bombay Stock Exchange. The Company has paid the
Annual Listing Fees as applicable.
15. AUDITORS
a. Statutory Auditors:
In accordance with Sec 139 of the Companies Act, 2013, M/s M. Vashisht & Co. (FRN:
012281C), Chartered Accountant were appointed by the shareholders of the Company at the
Annual General Meeting held on September 28, 2018, as Statutory Auditors for a period of 5
years to hold office from the conclusion of 23rd AGM till the conclusion of the
28th Annual General Meeting of the Company to be held in calendar year 2023.
b. Statutory Auditors Report:
The observations made by the Auditors in their Report read with relevant notes as given
in the Notes on Accounts annexed to the Accounts, are self-explanatory and therefore do
not call for any further comments under Section 134 (3)(f) of the Companies Act, 2013. The
Auditors of the Company have not raised any queries or made any Qualifications on the
Accounts adopted by the Board which were then audited by them. c. Secretarial
Auditor:
The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the
Board has appointed M/s. MKGP & Associates, Practicing Company Secretaries, as the
Secretarial Auditor of the Company for the financial year 2022-2023.
d. Secretarial Audit Report
The Secretarial Audit Report is annexed to this Board report as Annexure - VI. 16. DIRECTORS
/KEY MANAGERIAL PERSONNEL a. Retire by Rotation
The Independent Directors hold office for a fixed period of five years from the date of
their appointment and are not liable to retire by rotation. Out of the remaining
Non-Executive/ Non-Independent Directors, in accordance with the provisions of the
Companies Act and the Articles of Association of the Company, Mr. Satyam Jaiswal (DIN:
09282921) is liable to retire by rotation and being eligible, offer his candidature for
reappointment as Director. b. Independent Directors and their Declaration of
Independence
The Board of the Company as on March 31, 2023 has independent directors.
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
c. Composition of Board of Directors as on 31st March 2023 and
changes during the year The Board of the Company as on March 31, 2023 comprises of the
following directors.
| Sr. No Name of Directors and Key Managerial Personnel |
Designation |
| 1. Mr. Kishore Mehta |
Managing Director |
| 2. Mrs. Asha Mehta |
Non-Executive - Non Independent Director |
| 3. Mr. Rakesh Pandey |
Non-Executive - Independent Director |
| 4. Mr. Ganeshprasad Pratap Murarika |
Non-Executive - Independent Director |
| 5. Mr. Anil Nahar |
Non-Executive - Independent Director |
There were no changes in the composition of Board of Directors during the financial
year 2022-2023.
After the closure of the financial year, Mr. Kishore Mehta and Mrs. Asha Mehta has
resigned from the directorship of the company w.e.f. 13.04.2023 and in place of such
resignation, Mr. Satyam Jaiswal and Mrs. Asha Mehta has appointed w.e.f. 13.04.2023 as
Additional Managing Director and Additional non Executive Director of the Company subject
to approval of shareholders in ensuing AGM.
After the closure of the financial year, Mr. Rakesh Pandey, Mr. Ganeshprasad Pratap
Murarika and Mr. Anil Naharhas resigned from the directorship of the company w.e.f.
20.07.2023 and in place of such resignation, Mr. Gohel Darshil Pankajbhai, Mr. Nirav
Rohitkumar Shah and Mrs. Alkaben Rajendra Mehta has appointed w.e.f. 20.07.2023 as
Additional Independent Director of the Company subject to approval of shareholders in
ensuing AGM.
d. Changes in the composition of Key Managerial Personnel (other than Board of
Directors)
There are changes in the composition of Key Managerial Personnel during the financial
year 2022-2023. The Changes are described herein as:
| S. No. Name of KMP |
Designation |
Nature of Change |
Date of Change |
| 1. Mr. Santosh Pandurang Sawant |
Chief Financial Officer |
Resignation |
20.07.2023 |
| 2. Ms. Shristi Shaw |
Chief Financial Officer |
Appointment |
13.04.2023 |
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND
OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
A. Conservation of energy:
The operations of the Company involve low energy consumption. The Company has ensured
that adequate measures are being taken to conserve energy
B. Technology Absorption:
The particulars regarding Technology absorption are: NIL
C. Foreign exchange earnings and Outgo:
| Particulars |
As on 31.03.2023 |
As on 31.03.2022 |
| a) Earnings in foreign exchange |
Nil |
Nil |
| b) Expenditure / outgo in foreign exchange |
Nil |
Nil |
| (Travelling) |
|
|
18. MEETINGS
During the financial year 2022-2023, following meetings were convened: Board Meetings
| S. No. |
Date of Board Meeting |
Boards Strength |
No. of Directors Present |
| 1. |
30.05.2022 |
6 |
6 |
| 2. |
08.08.2022 |
6 |
6 |
| 3. |
23.08.2022 |
5 |
5 |
| 4. |
01.09.2022 |
5 |
5 |
| 5. |
19.10.2022 |
5 |
5 |
| 6. |
21.01.2023 |
5 |
5 |
| 7. |
20.02.2023 |
5 |
5 |
Audit Committee Meetings
| S. No. |
Date of Meeting |
Members Strength |
No. of Members Present |
| 1. |
30.05.2022 |
3 |
3 |
| 2. |
08.08.2022 |
3 |
3 |
| 3. |
25.08.2022 |
3 |
3 |
| 4. |
19.10.2022 |
3 |
3 |
| 5. |
21.01.2023 |
3 |
3 |
Nomination & Remuneration Committee Meetings
| S. No. |
Date of Meeting |
Members Strength |
No. of members present |
| 1. |
25.08.2023 |
3 |
3 |
Independent Directors Meeting
| S. No. |
Date of Meeting |
Members Strength |
No. of members present |
| 1. |
07.01.2023 |
3 |
3 |
Stakeholder Relationship committee Meeting
| S. No. |
Date of Meeting |
Members Strength |
No. of members present |
| 1. |
21.01.2023 |
3 |
3 |
19. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
The Company has formulated a Board Evaluation template for performance evaluation of
the Independent Directors, the Board, its Committees and other individual Directors which
includes criteria for performance evaluation of the Non-Executive Directors and Executive
Directors. The formal Board evaluation as mandated under the Companies Act and Listing
Regulations has been carried out during the year. 20. AUDIT COMMITTEE
The Audit Committee comprises as on 31.03.2023: i. GANESHPRASAD PRATAP MURARIKA
Chairperson ii. RAKESH PANDEY iii. ASHA MEHTA
During the year under review, all recommendations of the Audit Committee were accepted
by the Board. 21. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises as on 31.03.2023: iv. GANESHPRASAD
PRATAP MURARIKA Chairperson v. RAKESH PANDEY vi. ASHA MEHTA
During the year under review, all recommendations of the Nomination and Remuneration
Committee were accepted by the Board.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an appropriate Policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment
of its employees.
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The company has established a vigil mechanism for grievances redressal of director and
employees of the company which will help in reporting genuine concerns or grievances of
directors and employees.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As the Company does not fall under the class of companies as prescribed under Section
135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to
Corporate Social Responsibility is not applicable to the Company.
Therefore, Company is not liable to contribute towards Corporate Social Responsibility.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the financial year the Company has not given loans, made investments, or
provided guarantees or securities as covered under Section 186 of the Companies Act, 2013
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including
certain arms length transactions under the proviso thereto have been disclosed in Form
No. AOC -2, as Annexure - II. 27. MANAGERIAL REMUNERATION
(A) Due to inadequacy of profit, no remuneration is paid to directors of the company.
(B) There is no Employee who is in receipt of remuneration of more than Rs. 8,50,000
per month. or Rs. 102,00,000 per annum under Section 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in the financial year 2022-2023.
(C) The company does not have any material information to report in accordance with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. 28. RISK MANAGEMENT POLICY
The Company has its Risk Management Policy to identify and deal with the risks and
threats that could impact the organization. Risk Management Policy is available for
inspection at the Registered Office of the Company during business hours on any working
day. 29. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has in place adequate internal control systems commensurate with the nature
of its business, and size and complexity of its operations. 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 all assets and resources
are acquired economically, used efficiently and adequately protected.
30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion & Analysis Report and Corporate Governance, which forms a
part of this Report, are set out separately as Annexure-III and Annexure- IV respectively
together with the Certificate from the Auditors of the Company regarding compliance with
the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as Annexure V. 31. GREEN INTIATIVES
Electronic copies of the Annual Report 2022-2023 and the Notice of 28th AGM
are sent to all members whose e-mail address is registered with the company/depository
participants. For members who have not registered their email address, physical copies are
sent in the permitted mode. 32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There were no orders passed by the regulators or courts or tribunals impacting the
going concern status and companys operations in future.
33. HUMAN RESOURCES MANAGEMENT
We firmly believe that employee motivation, development and engagement are key aspect
of good human resource management. We provide several forums and communication channels
for our employees to not only share their point of view and feedback related to our
business, but also share feedback self-development and career advancement. These forums
have helped us to identify and implement a number of structural changes during the year
under review.
34. OTHER DISCLOSURES AND STATUTORY INFORMATION a. Compliance with
Secretarial Standards
The Company complies with applicable secretarial standards. b. Policies and code
adopted by the Company
The Board of Directors has from time to time framed and approved policies as required
by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will
be reviewed by the Board at periodic intervals. Some of the key policies that have been
adopted are as follows:
Code for Disclosure of Unpublished Price Sensitive Information Code of Conduct for
Insider Trading Policy on Related Party Transactions Code of Conduct for Directors and
Senior Management Personnel Whistle Blower Policy
The above policies are available on the Companys website on the link:
http://www.sofcomsystems.com/investor.html 35. Impact of COVID-19
The Company has activated as per Business Continuity Policy and Crisis Management
Framework to manage the impact of ongoing COVID-19 flu pandemic. Different measures are in
place to safeguard health and safety of employees, maintain operation of assets and other
business activities, avoid financial distress/default and secure best possible financial
outcome in the given circumstance.
36. ACKNOWLEDGEMENTS
An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation
and hard work the Company was able to achieve the results.
|
By order of the Board |
|
For SOFCOM SYSTEMS LIMITED |
|
CIN: L72200RJ1995PLC010192 |
| Date: May 29, 2023 |
|
| Place: Jaipur |
|
|
SATYAM JAISWAL |
|
(DIN: 09282921) |
+91-9892691696
