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Virtualsoft Systems Ltd.

BSE: 531126 Sector: IT
NSE: N.A. ISIN Code: INE237C01016
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VOLUME 1003
52-Week high 2.52
52-Week low 1.20
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.73
Sell Qty 357.00
OPEN 1.73
CLOSE 1.65
VOLUME 1003
52-Week high 2.52
52-Week low 1.20
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.73
Sell Qty 357.00

Virtualsoft Systems Ltd. (VIRTUALSOFTSYS) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting for your consideration and approval theTwenty Four Annual Report of Your Company for the financial year ended March 312016.

1 Financial Result

(Rupees in Lacs)
PARTICULARS Year Ended 31.03.2016 Year Ended 31.03.2015
1. Income from Operations
a) Net Sales/ Income From Operations 100.78 105.97
b) Other Operating Income 2.85 13.87
2. Expenses
a. Cost of Materials Consumed 0.00 0.00
b. Purchase of Stock In Trade 0.00 0.00
c. Change in the inventories of Finished Goods Work in Progress and Stock in Trade 0.00 (0.00)
d. Employee Benefit Expenses 106.40 108.57
e. Depreciation & Amortisation expenses 3.46 3.11
f. Other expenditure 36.05 52.99
g. Total 145.91 164.67
3. Profit from Operations before Other Income Finance Cost Interest and Exceptional Items (1-2) (42.28) (44.83)
4. Other Income 0.00 0.00
5. Profit before Interest and Exceptional Items (3+4) (42.28) (44.83)
6. Finance Cost 2.09 2.35
7. Profit after Interest but before Exceptional Items (5-6) (47.37) (47.18)
8. Exceptional items 0.00 4.96
9. Profit (+)/ Loss (-) from Ordinary Activities before tax (7+8) (47.37) (52.14)
10. Tax expense 0.00 0.00
11. Net Profit (+)/ Loss (-) from Ordinary Activities after tax (9-10) (47.37) (52.14)
12. Extraordinary Item (net of tax expense Rs. 0.00 0.00
13. Net Profit(+)/ Loss(-) for the period (11-12) (47.37) (52.14)
14. Paid-up equity share capital (Face Value of the Share shall be indicated) 1029.76 1029.76
15. Reserve excluding Revaluation (1529.99) (1480.61)
16. Earnings Per Share (EPS)
a) Basic and diluted EPS before Extraordinary items for the period for the year to date and for the previous year (not to be annualized) (0.43) (0.51)
b) Basic and diluted EPS after Extraordinary items for the period for the year to date and for the previous year (not to be annualized) (0.43) (0.51)
17. Public Shareholding
- No. of shares 2677517 2677517
- Percentage of shareholding 26.00% 26.00%
18. Promoters and promoter group Shareholding **
a) Pledged/Encumbered
- Number of shares 0.00 0.00
- Percentage of shares (as a % of the total shareholding of promoter and promoter group) 0.00 0.00
- Percentage of shares (as a% of the total share capital of the company) 0.00 0.00
b) Non-encumbered
- Number of Shares 7620083 7620083
- Percentage of shares (as a% of the total shareholding of promoter and promoter group) 74.00% 74.00%
- Percentage of shares (as a % of the total share capital of the company) 74.00% 74.00%

1. BUSINESS AND OPERATIONS OF THE COMPANY

VirtualSoft-Co-creating Integrating &Optimising World's best & most innovativeroaming communications & collaboration platforms Apps and solutions to provideconsumers and enterprises an unbeatable communication experience.

Video Rich Broadband and 4G mobile networks - with 5G coming by the end of this decade- are revolutionizing the way we do business and run our lives.Virtual Soft through itsvReach division offer outstanding digital broadband solutions. vReach use technologydeveloped inhouse and by our best-of -breed global partners to the advantage of largeenterprises associations and media companies as well as their customers and consumers.Broadband network& application solutions offer you a convergence of voice data andvideo that can be used for your business - by creating and leveraging business functionspecific virtual events - both live & on-demand ideally through an annual engagementcontract with VirtualSoft.

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

Virtual Soft has developed a world-class Enterprise Communication Platform calledvReach that utilizes existing corporate computing and communications infrastructure tomake real-time business meeting and events more cost- effective and convenient by reducingtravel and extending reach to globally dispersed customers partners and coworkers overlow and high bandwidth connections through a simple browser interface.

VirtualSoft'svReach division also offers Rich Media content creation and migrationservices using proprietary technology and business methods. It creates near videoon-demand content synchronized with Power point slides and other interactive mechanismsfor leading conference organizers like CII FICCI The Times of India Group TheFederation of Asian Advertising Associations India Today; and for leading enterprisessuch as SAP IBM The World Bank and the Tata Group.

It has created over 10000 hours of such content for over 500 different conferences andtraining events. This content is available in CD/DVD form as well as on knowledgeon-demand servers accessible over the intranet and/or internet.

vReach has also created a Demand Generation Practice where it uses its own and thirdparty platforms in-house multi-media content development social media - web andtelemarketing to create customized channel training & development sales enablementand customer engagement programs mainly for Business to Business brands in the Technologyspace.

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

In Demand Generation we continued to strengthen the strategic partnership for Indiaand APAC with 6Connex Inc. (www.6Connex.com) - a California based global leader in VirtualExperience & Virtual Destination based business solutions. Supplementing 6Connex'slatest Version 7 Technology/ Platform with our own domain competence technologyprocesses and goto market ecosystem Virtual Soft is poised launched a range of nextgeneration Virtual Experience based events for demand generation customer engagementcollaboration learning and knowledge management. This will build on the work done in thepast few years for brands like CNBC/ Web 18 Cisco Oracle and Intel - both at the India& APAC level.

The Telecom Division launched for global roaming solutions and services under"Roam1" brand (www.roam1.com) in FY 2010-11. The global roaming businessportfolio was hived off into a subsidiary Roam 1 Telecom Ltd during FY 13-14 we continueto make significant progress in terms of innovative and unique product introductions andplans as well as gaining market share and acceptance - both from end -customers andchannel partners.

Our key offerings in Roam 1 Telecom Ltd are based on Global or Regional (e.g Europe)Single Sim Product or Platform that contains multiple IMSI Profiles or local countryspecific numbers - anywhere from 3 to 12 in ONE SIM that provides low cost Voice and dataservices when the subscriber travels overseas. This SIM provides Free Incoming in over 60countries and provides low cost Call Back to India. This is offered through both prepaidand postpaid plans. The billing is in real time and is visible instantly on the web whichensures that there is no room for over billing. The customer gets to retain the card andcan publish the number as his permanent International Number on his business card andstationary etc. This way every time the customer goes abroad he adds talk time on hiscard which makes repeat business very easy for us. The Global Single SIM Product issupported by a wide array of country and continent specific products and plans for voiceand data.

VirtualSoft thus develops integrates optimizes and deploys the technologies of theday to provide the infrastructure application platforms and Apps needed for rich andenhanced communications & international roaming services for enterprises and consumers- as well as for creating collaborative virtual business solutions for sales customerengagement training and knowledge management.

In the year under Review with an intent to synergise the two divisions at a corporatelevel the C2E3 Initiative was strengthened. C2E3 stands for Connect Communicate EngageExperientially and Cost - Effectively and provides a bridge for the Telecom & Roam 1Division to collaborate with the Virtual Events and Demand Gen Division in technology& product development marketing and large partner and account development. This willcreate unique cross developed product offerings in the enhanced communications andcollaboration space - including web and video conferencing cloud telephony RichCommunication Services (RCS) based platforms connected device life-cycle managementsolutions and will facilitate more sales yield from our goto market partners and largeenterprise accounts.

With the foundation in Enterprise Broadband solutions Telecom and Roaming Solutionsand now the C2E2 Initiative - all of which are scaling up well the Company now expectssignificant 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 currentfinancial 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 as there wasno dividend declared and paid last year.

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

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report

6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will provide statusupdates to the Board of Directors of the Company.

7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

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

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

No fresh Contracts or Arrangements was made with related parties pursuant to Section188 except one already approved in last year AGM.

10. STATUTORY AUDITORS

M/s. Nath Ahuja & Co. Chartered Accountants Auditors of the Company retire at theensuing Annual General Meeting and being eligible offer themselves for re-appointment.The Board proposes his appointment.

11. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointed MrSanjeev Kumar Jha from SJK & Co. practicing Company Secretary for conductingsecretarial audit of the Company for the financial year 2015-16. The Secretarial AuditReport is annexed herewith as Annexure A.

The Secretarial Audit report does not contain any qualification reservation or adverseremark.

12. INTERNAL AUDIT

Pursuant to the provisions of the Companies Act 2013 the Board of Directors hasappointed CA Jyoti Kumar from Jyoti Kumar & Co. practicing Company Secretary forconducting secretarial audit of the Company for the financial year 2015-2016.

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

There was no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.

14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The company has a policy in place which will be provided upon request. In terms ofSection 136 of the Act the Report and Accounts are being sent to the Members and othersentitled thereto excluding the policy which is available for inspection by the Members atthe Registered Office of the Company during business hours on working days of the Companyup to the date of the ensuing Annual General Meeting. If any Member is interested inobtaining a copy thereof such Member may write to the Company Secretary in this regard.

15. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure Band is attached to this Report.

16. NUMBER OF BOARD MEETINGS & THEIR COMMITTEES CONDUCTED DURING THE YEAR UNDERREVIEW

The Company had SIX (6) Board meetings during the financial year under review. Thedetails are mentioned elsewhere in the Corporate Governance Report.

17. DIRECTORS

Mr. Rajendra V Kulkarni and Ms. Ritu Tandon retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offer themselves for reappointment. TheBoard of Directors is duly constituted.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

19. DEPOSITS

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

20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

21. CAPITAL MARKET DEVELOPMENTS

As on date 94.76% of Shares are in Demat form and are listed on various stockexchanges. The Company has from time to time reminded the shareholders/ investorholding the Shares in Physical form to convert their Shareholding to dematerialized form.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO

(a) Details of Conservation of Energy

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

Steps taken or impact on conservation of energy: All possible measures have been takento 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 andenvironmental 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 hadbeen no foreign exchanges earnings during the year.

23. DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The composition of committees has been detailed in Corporate Governance Report part ofthis Report.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

25. SHARES

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. employees stock option plan

The Company has not provided any Stock Option Scheme to the employees.

26. CORPORATE GOVERNANCE

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

27. ACKNOWLEDGEMENTS

Your Directors acknowledge with a deep sense of gratitude the continued supportextended by investors customers business associates bankers and vendors. Your Directorstake this opportunity to thank the regulatory and governmental authorities.

Place : New Delhi Mr. Gokul Tandan Mr. R.V.Kulkarni
Date : August 13 2016 Managing Director Director