Svam Software Ltd Directors Report.

To,

The Members

Svam Software Limited

Your Directors have pleasure in presenting the 28th Annual Report of the Company together with the Audited Accounts for the financial year ended March 31st, 2020.

FINANCIAL SUMMARY HIGHLIGHTS

PARTICULARS F.Y. 2020-20 F.Y. 2019-20
Revenue 54615231 6860235.00
Other Income 7116746 6489805.00
Total Expenses 61487530 13093665.00
Profit/ (loss) before exceptional item and tax 244447 256375.00
Add: Exceptional Items 0 116017.00
Profit/ (loss) before tax for the year 244447 372392.00
Less: Income tax and deferred tax expenses (158506) (583450.00)
Profit after tax for the year 86351 955842.00
Other Comprehensive Income/Loss 0 0
Total Comprehensive Income(Loss) for the Year 86351 955842.00
Balance brought forward from the previous year (12482392) 13438234.00
Add/ (less): profit/ (loss) during the year 86351 955842.00
Balance carried forward (12,396,041) (12482392.00)

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of the company during the year 2019-20. Company is dealing in the business activities i.e. To carry on business of trading, buying, selling, underwriting, investing, acquiring and holding of shares, stocks, debentures, debenture stock, bonds, obligation, commodities, futures or securities of any kind, of companies or of body corporate or any other entities whether in India or elsewhere either singly or jointly whether in India or elsewhere in any manner on any Stock Exchange and National Stock Exchange (including Commodity Market)".

COMPANYS STATE OF AFFAIRS

Your Company has delivered another year, during the year companys performance was good, and management is working upon to advancement for future year, so that performance would be better.

DETAILS OF DIRECTORS AND KMP

S.NO. NAME DESIGNATION
1. Mr. Sudhir Kumar Agarwal Non-Executive - Non Independent Director
2. Mrs. Manisha Agarwal Managing Director
3. Mr. Virender Kumar Gupta Non-Executive - Non Independent Director.
4. Mrs. Ambika Agarwal Non-Executive - Independent Director
5. Mr. Ankit Kumar Agarwal Non-Executive - Independent Director- Chairperson
6. Mr. Manish Kumar Singh Company Secretary

DETAIL OF DIRECTORS AND KMP WHO HAVE APPOINTED AND RESIGNED DURING THE YEAR

S.NO. NAME EVENT
1. Mr. Manish Kumar Singh Appointed as Company Secretary Cum Compliance Officer w.e.f. 28* May, 2019.
2. Mr. Harshvardhan Koshal Resigned from directorship of company w.e.f. 24th January, 2020.

ROTATION OF DIRECTOR

Mr. Sudhir Kumar Agarwal (DIN: 00024935) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

SUBSIDIARY, TOINT-VENTURE & ASSOCIATE COMPANIES

As on 31st March 2020, the Company has no Subsidiary company, Joint-Venture or Associate companies.

DEPOSITS

During the year under review the Company has not accepted or remain unpaid or unclaimed any deposits covered under chapter V of the Companies Act, 2013. Falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

There was none of case which was not in compliance with the requirements of chapter V of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulators or courts or tribunals that impact the going concern status and companys operations in future.

COMPANYS PERFORMANCE

The company Profit has increased as compared to last year. Even though the provisions of Companies Act, 2013 regarding corporate social responsibility are not attracted to the company yet the company has been indulged in the enhancement of shareholder value through sound business decisions, prudent to financial management and high standard of ethics throughout the organization.

RESERVES

The Board of the company has transferred 25,151,959/- to reserves for future growth and expansion of the company.

DIVIDEND

The Board has not recommended any dividend for the year 2019-20 and therefore there is no liability arises for the payment of Dividend Distribution Tax (DDT).

STATE OF COMPANYS AFFAIRS

There was no change in states of the companys affairs during the year 2019-20.

MATERIAL CHANGES AND COMMITMENT THAT AFFECT THE COMPANYS FINANCIAL POSITION

There was no material change during the year 2019-20 that affect the financial position of company and therefore no requirement was raised to disclose remedial measures.

GENERAL INFORMATION OF COMPANY

Management has overviewed of the industry in respect of our company and observed that there was no important change in industry during the last year 2019-20 which had impacts on companys performance.

CAPITAL AND DEBT STRECTURE

The Authorized Capital of the company is 30, 00, 00,000.00/- and paid up Equity Share Capital as on 31st March, 2020 was 16, 88, 90,000.00/-@ 10/- per share. There was no change in the capital structure of company and company has not issued any new share or convertible securities during the year 2019-20. The Company not issued shares with differential voting rights nor granted stock options nor sweat equity. Instead of above that the company was not issued any debentures, bonds, warrants or any non convertible securities during the year 2019-20.

The company has not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the ten (10) Board Meetings held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the year F.Y.1st April, 2019 to 31st March, 2020, the board of directors met Ten (10) which are held on 10.05.2019, 28.05.2019, 07.06.2019, 14.08.2019, 31.08.2019, 14.11.2019, 19.12.2019, 24.01.2020, 04.02.2020 & 14.02.2020

INDEPENDENT DIRECTORS

NAME OF DIRECTOR DATE OF APPOINTMENT JUSTIFICATION FOR APPOINTMENT
Mr. Ankit Kumar Agarwal 28.05.2018 He has skills, experience and knowledge to discharge its functions and duties effectively.
Mrs. Ambika Agarwal 14.08.2018 She has skills, experience and knowledge to discharge its functions and duties effectively.

DECLARATION BY INDEPENDENT DIRECTOR

The company has two (2) Independent Directors i.e. Mrs. Ambika Agarwal, Mr. Ankit Kumar Agarwal. The company has received necessary declaration from Directors under section 149 of the companies Act, 2013 and that the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent Director to maintain the independence of the Board, and separate its functions of governance and management. As of March, 31 2020, the Board had Five (5) Directors.

The Policy of the company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of Companies Act, 2013 is in place and maintained by on website www.svamsoftwareltd.in.

EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION AND ADVERSE REMARK

There was no qualification, reservation and adverse remark given by Statutory Auditor, Secretarial Auditor in their audit reports.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company has not given any loan or guarantees or securities and no investment made during the year 2019-20 covered under the provisions of section 186 of the Companies Act, 2013.

COMMITTEE OF BOARD

The Companys Board has the following mandatory committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

Details of terms of reference of the Committees, Committee membership and attendance at meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

COMPOSITION OF AUDIT COMMITTEE

The Audit committee has three (3) directors as members in the committee from which two third (2/3 ) of the members were independent directors and all the members of audit committee were financially literate, Mr. Sudhir kumar Agarwal, member of audit committee have accounting or related financial management expertise.

During the year F.Y.1st April, 2019 to 31st March, 2020, the Audit Committee met four (4) which are held on 28.05.2019, 14.08.2019, 14.11.2019, and 14.02.2020.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, its Committees, as well as the Directors individually.

The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee and at the Board Meeting held on February 14, 2020 and improvement areas were discussed. Details regarding process and criteria for evaluation are given in the Report on Corporate Governance, which forms a part of this Annual Report.

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT IN ANNUAL GENERAL MEETING

Mr. Sudhir Kumar Agarwal will be liable to retire by rotation in the Annual General Meeting, whose resolution for re-appointment in the ensuing 28th Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors report as under:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed.

• That the Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit or loss of the company for that period.

• That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

• That the Directors have prepared the annual accounts on a going concern basis.

• That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

• That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to the Company or to the Central Government.

RELATED PARTIES TRANSACTIONS

There are no materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with interest of the Company at large. The AOC-2 as per the Companies Act, 2013 has been attached herewith under "Annexure A".

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company needs not to comply with the provisions of Section 135 of Companies act, 2013, as the company does not fall in eligibility ambit of Corporate Social Responsibility initiatives.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed in " Annexure B" herewith and forming part of this report.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2020, one (1) meeting of the Independent Directors was held on 14th February, 2020. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of executive directors and non-executive directors.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year there was no significant and material order passed by any regulators or court or tribunal which would impact the going concern status and companys operations in future.

AUDITORS REPORTS

M/S MOON AND COMPANY, CHARTERED ACCOUNTANT (FRN 0024693N), who have been the Statutory Auditor of the Company for the F.Y. 01.04.2016 to 31.03.2021 for the term of Five (5) Years continues to be Statutory Auditor of the Company for the F. Y. 2020-21 also.

As per the MCA Notification Dated 7th May, 2018 read with The Companies (Amendment) Act, 2017 also read with section 139 of Companies Act, 2013, there is no need to ratify the term of auditor in every ensuing Annual General Meeting till the continuation of his term. Hence, no resolution has been inserted for ratification of Statutory Auditor. The Independent Auditor Report is annexed herewith in annual report.

SECRETARIAL AUDIT REPORTS

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/S RICHA DHAMIJA AND COMPANY, COMPANY SECRETARY IN WHOLE TIME PRACTICE

Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure C" in the Form MR-3.

EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR, SECRETARIAL AUDITOR

There is no qualification or remarks by statutory Auditor, Secretarial Auditor, or cost auditor, in their reports.

COMPLIANCE WITH SECRETARIAL STANDARD

All the applicable Secretarial Standard was complied by company during the year 2019-20. Applicable Secretarial Standard-1 and Secretarial Standard-2 took in consideration while meeting of Board of Directors and General meetings are conducted during the year. Secretarial Standard-4 was considered for preparation of Board Report of company during the year 2019-20.

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH. 2020

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 Link of the website where Annual Return is placed is http://svamsoftwareltd.in/corporate-announcements/.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whose further details are given in Report on Corporate Governance.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

Pursuant to Securities and Exchange Boards of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (Listing Regulations) the Corporate Governance Report and the certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance are part of this Annual Report.

CODE OF CONDUCT COMPLIANCE

The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the financial year ended March 31, 2020 is given in Report on Corporate Governance, which forms a part of this Annual Report.

PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Companys Registered Offices.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 to BSE, where the Companys Shares are listed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support. The Directors look forward to a bright future with confidence.

CAUTIONARY STATEMENT

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

For and on behalf of the Board Svam Software Limited

Ankit Kumar Agarwal

Chairman

Date: 03.09.2020

Place: Delhi