virtualsoft systems ltd share price Directors report

Dear Shareholders,

Your directors take pleasure in presenting for your consideration and approval the Thirty-First Annual Report of Your Company for the financial year ended March 31,2023.

1 Financial Result

The companys performance during the Financial Year ended March 31,2023 as compared to the previous financial year is summarized below: -

PARTICULARS				(Rupees in Lacs)
	Standalone	Consolidated
PARTICULARS	2022-23	2021-22	2022-23	2021-22
Total Income	120.10	119.59	359.25	308.63
Expenses (including depreciation & amortization)	212.08	171.19	774.39	593.50
Profit/(Loss) before Tax	(91.98)	(51.60)	(415.14)	(284.72)
Less : Tax Expenses
Current Tax
Deferred Tax	-	-
Profit/ (Loss) for the Year	(92.84)	(51.75)	(259.89)	(171.78)
Basis EPS	(.89)	(.50)	(2.52)	(1.67)
Diluted EPS	(.89)	(.50)	(2.52)	(1.67)

2. BUSINESS AND OPERATIONS OF THE COMPANY

VirtualSoft-Co-creating, Integrating &Optimising Worlds best & most innovative roaming, mobile first communications & collaboration platforms, Apps and IT solutions to provide small and large enterprises an unbeatable communication of exceptionalbusiness and communications experience in this age hybrid workplaces and phy-gital commerce

Video Rich Broadband enabled by 4G /5G mobile networks, now being implemented, are revolutionizing the way we do business and run our lives.Virtual Soft offers outstanding digital broadband solutionsusingtechnology developed inhouse and by our best-of-breed global partners to the advantage of large enterprises, associations and media companies as well as their customers and consumers. Broadband network& application solutions offer a convergence of voice, data and video that can be used for your enterprise - by creating and leveraging business function specific virtual events - both live & on-demand, and also by embedding contextual communication & video functionality into key enterprise processes , greatly enhancing the user experience and enterprise wide collaboration & productivity. This is ideally done through an annualengagement contract with VirtualSoft.

A proprietary system called v Code guarantees clarity and seamless delivery of audio, video and multimedia files across both narrowband and broadband networks.

VirtualSoft has developed a world-class Enterprise Communication Platform that utilizes existing corporate computing and communications infrastructure to make real-time business meeting and events more cost-effective and convenient by reducing travel and extending reach to globally dispersed customers, partners, and co-workers over low and high bandwidth connections through a simple browser interface. VirtualSoft also offers Rich Media content creation and migration services using proprietary technology and business methods. Over the last many years VirtualSoft has created near video on-demand content synchronized with Power point slides and other interactive mechanisms for leading conference organizers like CII, FICCI,Nasscom,India Federation of Neuro Rehabilitation (IFNR) India Today, Exhibitions India, Invest India and Sugar Technologists Association of Indiafor leading enterprises such as SAP, IBM, India Today, Gangaram Hospital, Jamia Millia Islamia University, Max Publicity Communication, Delhi Technological University, ESRI<CILT and GEZ.

Wehas created over 15,000 hours of such content for over 7000 different conferences and training events. This content is available in CD/DVD form as well as on knowledge on-demand servers accessible over the intranet and/or internet.

VirtualSoft has also created a Demand Generation Practice where it uses its own and third party platforms & Databases in-house multi-media content development, social media - web and telemarketing to create customized lead generation, demand gen,channel training & development, sales enablement and customer engagement programs mainly for Business to Business brands & specially in the Technology space.

In the year under Review, we continued making progress on both the Digital Demand Generation and Telecom initiatives that were launched in the past few years.

In Demand Generation, we continued to explore in-house technology development and partnership options for next generation Virtual Events and Trade Fair platforms aimed at Trade Associations, Independent Conference and Trade Fair Organizers, and Large Technology brands whom we have served for a number of years. Technology/ Platform We believe that such Platforms supported by our domain competence, creative and solutioning processes developed &nurtured over the past decade will stand us in great stead as we commenceoffering a range of next generation Virtual Experience based events for demand generation, customer engagement, collaboration, learning and knowledge management. This will build on the work done in the past few years for brands like CNBC/ Web 18, Cisco, Oracle, and Intel - both at the India & APAC level. These upgraded and new solutions are expected to hit the market in late 2023 / early 2024.

The Telecom Division launched for global roaming solutions and services under "Roaml" brand (www. roam1.com), in FY 2010-11. The global roaming business portfolio was hived off into a subsidiary Roam 1 Telecom Ltd during FY 13-14, we continue to make significant progress in terms of innovative and unique product introductions and plans as well as gaining market share and acceptance - both from end -customers and channel partners.

Our key offerings in Roam 1 Telecom Ltd, are based on Global or Regional (e.g Europe specific) Single Sim & E-SIMProduct or Platform, that contains multiple IMSI Profiles or local country specific numbers - typically from 3 to 5 in ONE SIM/E-SIM that provides low cost Voice and data services when the subscriber travels overseas. These SIM/ESIMs provide Free Incoming in over 60 countries and provides low cost Call Back to India. This is offered through both prepaid and post-paid plans. The billing is in real time and is visible instantly on the web which ensures that there is no room for over billing.

The customer gets to retain the card and can publish the number as his permanent International Number on his business card and stationary etc. This way every time the customer goes abroad, he adds talk time on his card which makes repeat business very easy for us. The Global Single SIM/E-SIM Product is supported by a wide array of country and continent specific products and plans for voice and data.

Roaml launched the Konnect VOIP Dialling App on a pilot basis for International Roamers, in 2017-18, which has met with success, with hundreds of paid users successfully using this App every month. This App was enhanced in the year under review with the goal of launching this to a wider section of users in India, and overseas post getting certain regulatory approvals. and overseas.

VirtualSoft thus develops, integrates, optimizes and deploys the technologies of the day to provide the infrastructure, application platforms and Apps needed for rich and enhanced communications & international roaming services for enterprises and consumers - as well as forcreating collaborative virtual and blended business solutions - unified communication and video based - for sales, customer engagement, training,knowledge management,productivity management of hybrid and mobile work force and for enhancing customer delight and for increasingyield of mobile first phy-gitial commerce.

In the year under Review, with an intent to synergise the two divisions at a corporate level, the C2E3 Initiative was strengthened. C2E3 stands for Connect Communicate Engage Experientially and Cost - Effectively and provides a bridge for the Telecom & Roam 1 Division, and preferred/ strategic partners, to collaborate with the Virtual Events and Demand Gen Division in technology & product development, marketing and large partner and account development. This will create unique cross developed product offerings, solutions and services in the enhanced communications and collaboration space based on web and video conferencing, cloud telephony& unified communications, Rich Communication Services (RCS), connected device life-cycle management solutions, tele & hybrid working excellence, andphy- gitalcommerce.

These new solutions and services will facilitate more sales yield from our sales teams &goto market partners. VirtualSoft now intends strengthening its Systems and Solutions Integration capability in this area, including the capability to offer Mobile First, On -Premises and hybrid /blended C2E3 and digital transformation solutions to both Large Enterprises and SMEs - directly and through Business Partners.The company is also examining setting up an incubator / accelerator in the above domains

of expertise& interest as a future growthdriver.

Post the pandemic, given the imperatives & challenges of managing regional, national and global hybrid workforces & digital work-spaces, VirtualSoft is now working to create a network of Large, Mini & Micro Teleworking Centers of Excellence (TCEs) that allow business, educational, hospitality & residential complexes & facilities - urban , semi urban & rural, to leveragethe TCEsto addresschallenges ofphysical & hybrid collaboration, intrinsicmotivation , re-skilling & productivity management of remote teleworkers for maximum personal, professional and enterprise growth. With the foundation in Enterprise Broadband solutions, Telecom and Roaming Solutions and the newer the C2E2, digital Transformation & TCE Initiatives - all of which are being enhanced for major scale up, the Company now expects significant growth in both revenues and profitability in the years to come.

3. DIVIDEND

Your Directors do not recommend a dividend due to loss incurred for the current financial year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply pertaining to this financial year.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

7. STATUTORY AUDITORS

M/s. Krishna Neeraj & Associates, Chartered Accountants, is hereby appointed as the Statutory Auditors of the Company for second consecutive term of five years, from the conclusion of this i.e. 30th Annual General Meeting until the conclusion of 35th Annual General Meeting of the Company at a remuneration to be determined by the Board of Directors of the Company in addition to the out-

of-pocket expenses as may be incurred by them during the course of the Audit.

8. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Sanjeev Kumar Jha from SJK & Co., practicing Company Secretary for conducting Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure A.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

9. INTERNAL AUDIT

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has appointed D D A S & Associates, Chartered Accountant Firm for conducting Internal audit of the Company for the financial year 20232024.

10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Following qualification has been given by the Auditors in the audit report on Financial Statements of the Company: The Companys net worth has been completely eroded. The net worth of the company as on 31.03.2023 is Rs. 1007.24 Lakhs (Previous Year Rs. 914.39 Lakhs). The accumulated losses in the reporting year ended 31.03.2023 amount to Rs. 2057.00 Lakhs (Previous year Rs. 1964.15 Lakhs) as per the books of accounts maintained.

Managements Views: We would like to inform you that during the financial year ending March 2023, we have appointed professional consultant and paid Rs. 47.50 lacs to the consultant to improve, build new features on CRM for e commerce platforms and for selling web services and e-sims.

Our Subsidiary Roam1 Telecom Ltd is authorised to sell sim cards for international travel.

The above CRM will enable us to increase our revenue in both companies and be able to cover the losses of past years. Our development plans were delayed especially due to covid in last two years.

11. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure B and is attached to this Report.

12. NUMBER OF BOARD MEETINGS & THEIR COMMITTEES CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had FIVE (5) Board meetings during the financial year under review. The details are mentioned elsewhere in the Corporate Governance Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

13.1 Appointment of Directors

The Board of Directors is duly constituted as on the end of the financial year.

In pursuance of section 152 of the companies Act, 2013 and rules framed there under, Mr. Vikram Grover has appointed as Non-Executive Independent Director during the year under review.

13.2 Resignation of Director

Mr. Sriniwas Chandan has resigned as Non-Executive Independent Director during the year under review.

13.3 Changes in Key Managerial Personnel

During the financial year under review there was no change in the Key Managerial Personnel (KMP).

14. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

15. DEPOSITS

The Company has not accepted deposits from the public for the year under consideration.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The details of financial performance of Subsidiary/ Joint Venture/Associate Company is furnished in Annexure C. and attached to this report.

17. CAPITAL MARKET DEVELOPMENTS

As on date, 94.90% of Shares are in Demat form and are listed on various stock exchanges. The Company has, from time to time, reminded the shareholders/ investor, holding the Shares in Physical form to convert their Shareholding to dematerialized form.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Details of Conservation of Energy

The Company uses electric energy for its equipment such as air-conditioners, computer terminals, lighting and utilities in the work premises.

Steps taken or impact on conservation of energy: Allpossible measures have been taken to conserve energy By identifying potential areas for saving;

By incorporating energy efficient equipment;By automation.

Steps taken by the company for utilizing alternate sources of energy: Nil

Capital Investment on energy conservation equipments: Nil

(b) Technology Absorption

1. Efforts in brief made towards technology absorption,adaptation and innovation:

These are adapted, wherever necessary, to local conditions.

2. Benefits derived as a result of the above efforts:

New product development, productivity and quality improvements, enhanced safety and environmental protection measures and conservation of energy.

3. Technology Imported: NIL

4. Expenditure on R&D: NIL

C. Foreign Exchange earnings and outgo

The information in this regard is provided in Note no. 31 of the Accounts. There had been no foreign exchanges earnings, during the year.

19. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under the provision of section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable. Since none of the employee of the company is drawing salary of Rs. 1,02,00,000/- per annum or more or Rs. 8,50,000/- per month or more or for the part of the year during the year under review.

23.1 REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Remuneration Policy of the Company is to ensure that Directors, Companys Senior Management including Key Managerial Personnel are rewarded in a fair and reasonable manner, for their individual contributions to the success of the Company and are provided with appropriate incentives to encourage enhanced performance.

The remuneration paid to the Directors, Companys Senior Management including Key Managerial Personnel is recommended by the Nomination and Remuneration Committee for the approval by Board of Directors of the Company, subject to the approval of its shareholders, wherever necessary.

23.2 VIGIL MECHANISM/WHISTLE BLOWER POLICY As per the provisions of Section 177 of the Act and Regulation 22 of the SEBI LODR the Company has adopted a Whistle Blower Policy to enable its employees, Directors, customers and vendors to report violations, genuine concerns, unethical behavior and irregularities, if any, which could adversely affect the Company.

The said policy is displayed on the Companys website at www.virtsoft.com. None of the Whistle Blowers was denied access to the Audit Committee of the Board.

20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets; it also covers areas like financial reporting, fraud control, compliance with applicable laws and regulations etc. Regular internal audits are conducted to check and to ensure that responsibilities are discharged effectively. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for proper maintaining of the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

No fresh Contracts or Arrangements was made with related parties pursuant to Section 188 except those continuing which were approved earlier by shareholders. Notes to Accounts on the transactions with related parties are self-explanatory.

22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The provisions of Risk Management Committee are not applicable on the Company.

23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

BSE Imposed a late fee of Rs. 70,000/- plus GST totaling

Rs. 82,600/- for delay in filing of disclosure of related party transactions on consolidated basis under regulation 23 (9) of SEBI (LODR) Regulations, 2015.

25. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable Secretarial Standards as issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

26. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: —

(a) in the preparation of the annual accounts, the applicableaccounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies andapplied 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 and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a goingconcern basis; and

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. SHARES CAPITAL

As on date of this report the share capital of the Company is as follows:

• The Authorized share Capital of the Company is Rs.

15.00. 00.000 (Rupees Fifteen Crores only) divided into1.50.00. 000 (One Crore Fifty Lakhs) equity shares of Rs. 10/- each.

• The paid-up Share Capital of the Company stood at Rs. 10,29,76,000 (Rupees Ten Crore Twenty-Nine Lakh(s) Seventy-Six Thousand Only) divided into 1,02,97,600 (One Crore Two Lakh(s) Ninety-Seven Thousand Six Hundred Only) equity shares of Rs. 10/- each.

During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

28. CORPORATE GOVERNANCE

A Separate statement on Corporate Governance along with the Certificate on its compliance is given as part of the Annual Reports.

29. PREVENTION OF SEXUAL HARASSMENT

The Company is an equal opportunity employer and is committed to ensure safe and secure environment prohibiting discrimination on grounds of religion, race, caste, sex, place of birth and gender specific violence such as sexual harassment at the work place.

The Company has the Policy on Prevention, Prohibition &Redressal against Sexual Harassment of Women at Workplace as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013. This policy provides for prevention and redressal of complaints of sexual harassment and incidental matters. There is an Internal Complaints Committee formed as per the prescribed rules.

The following is a summary of sexual harassment complaints received and disposed off during the period: Number of Complaints received NIL Number of Complaints disposed off NIL

Number of Complaints pending for disposal NIL

30. ACKNOWLEDGEMENTS

Your directors acknowledge with a deep sense of gratitude the continued support extended by investors, customers, business associates, bankers and vendors. Your directors take this opportunity to thank the regulatory and governmental authorities.

		For and on behalf of the Board of Directors
Place : New Delhi	Mr. Gokul Tandan	Mr. R.V.Kulkarni	Mukta Ahuja
Date : August 28, 2023	Managing Director	Director	Company Secretary