SOFCOM SYSTEMS LIMITED
Your Directors have pleasure in presenting the 24th Annual Report of yourCompany along with the Audited Statement of Accounts for the year ended March 31 2019.
1. SUMMARY OF FINANCIAL RESULTS:
|Particulars ||2018-19 ||2017-18 |
|Business & Other Income ||-- ||11007472 |
|Other Expense excluding Interest ||943981 ||11651789 |
|Depreciation & Tax || || |
|Profit / (Loss) before Interest Depreciation & ||(943981) ||(644317) |
|Tax || || |
|Less: Interest ||2864407 ||2480208 |
|Less: Depreciation ||-- ||-- |
|Profit / (Loss) before tax ||(3808388) ||(3124525) |
|Exceptional Items || || |
|Less: Provision for Tax: || || |
|a. Current Year ||-- ||-- |
|b. Deferred Tax ||(620390) ||(791918) |
|c. MAT Credit Entitlement ||-- ||-- |
|d. Income Tax of Earlier Year w/off ||-- ||-- |
|Profit / (Loss) for the Period ||(3187998) ||(2332607) |
|Basic & Diluted Earnings per share ||(0.77) ||(0.56) |
The board of directors has not recommend any dividend for the financial year.
3. TRANSFER TO RESERVES:
The Company proposes to transfer no amount to the general reserve.
4. INFORMATION ABOUT SUBSIDIARY/ASSOCIATE COMPANY:
The company has an Associate Company Abok Spring Private Limited
5. 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 therewas no Dividend declared and paid last year.
Company has not accepted any deposits from the public during the year under review.
7. MATERIAL CHANGES AND COMMITMENTS:
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 whichthese financial statements relate.
8. EXTRACT OF ANNUAL RETURN
An Extract of Annual Return as required under Section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed in Annexure-I herewith.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013with respect to Directors' Responsibility Statement it is confirmed that-
a. In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures; b.Such accounting policies have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theloss of the company for that period; c. Proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofCompanies Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; d. The annual accounts have been prepared on agoing concern basis. e. That internal financial controls were laid down to befollowed and that such internal financial controls were adequate and were operatingeffectively. f. That proper system was devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
10. SHARE CAPITAL:
The Company has 4155000 Equity Shares of Rs. 10 each amounting to Rs. 41550000.During the year under review the Company has not issued any shares or any convertibleinstruments.
The Company has only one class of Equity Share having a par value of Rs. 10/-eachholder of share is entitled to one vote per share with same rights.
During the Year 2018-19 the company has not made any issue of equity shares withdifferential voting rights Sweat Equity Shares and employee stock option.
11. LISTING OF SHARES:
Shares of company has been listed on Bombay Stock Exchange Calcutta Stock Exchange andMadras Stock Exchange.
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 theAnnual General Meeting held on September 28 2018 as Statutory Auditors for a period of 5years to hold office from the conclusion of 23rd AGM till the conclusion of the28th Annual General Meeting of the Company to be held in calendar year 2023.
The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence approval of the Members for the ratification of Auditor'sappointment is not being sought at the ensuing Annual General Meeting.
b. Statutory Auditors' Report:
The observations made by the Auditors in their Report read with relevant notes as givenin the Notes on Accounts annexed to the Accounts are self explanatory and therefore donot 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 onthe 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 theBoard has appointed M/s. MKGP & Associates. a firm of Company Secretaries inPractice as the Secretarial Auditor of the Company for the financial year 2018-19. d.Secretarial Audit Report
The Secretarial Audit Report is annexed to this Board report as Annexure- VI.
13. DIRECTORS /KEY MANAGERIAL PERSONNEL:
a. Retire by Rotation
The Independent Directors hold office for a fixed period of five years from the date oftheir appointment and are not liable to retire by rotation. Out of the remainingNon-Executive/ Non-Independent Directors in accordance with the provisions of theCompanies Act and the Articles of Association of the Company Mr. Nawratan Mall Mehta(DIN: 00858126) being longest in office retire by rotation and being eligible offer hiscandidature for reappointment as Director.
b. Independent Directors and their Declaration of Independence
The Board of the Company as on March 31 2019 consisted of 6 directors out of which 3are independent directors.
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
c. Composition of Board of Director
The Board of the Company as on March 31 2019 consist of 6 directors out of which 3 areIndependent directors one is Managing Director and two are Non Executive director.
There were no changes in the composition of key managerial personnel during thefinancial year 2018-19. But after the closure of the financial year but before thepreparation of this report Mr. Krishnanand Pant Mr. Sanjay Kumar Verma and Mr. ArnabBanerjee has resigned from the post of Non-Executive Independent Directors of the companyand the same was took note by the Board of directors in their meeting held on 21stMay 2019.
d. Changes in the composition of Key Managerial Personnel (other than Board ofDirectors):
There were no changes in the composition of key managerial personnel during thefinancial year 2018-19.
But after the closure of the financial year but before the preparation of this reportthere is changes in the composition of Key Managerial Personnel on account of resignationof Ms. Anshu Kanoongo as Company secretary w.e.f. 23rd April 2019 andappointment of Ms. Vandana Kanwar as Company secretary w.e.f. 01st July 2019.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A. Conservation of energy:
The operations of the Company involve low energy consumption. The Company has ensuredthat 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 31.03.2018 ||As on 31.03.2017 |
|a) Earnings in foreign exchange ||Nil ||Nil |
|b) Expenditure / outgo in foreign ||Nil ||Nil |
|exchange (Travelling) || || |
During the financial year 2018-19 following meetings were convened:
|S. No. Date of Board Meeting ||Board's Strength ||No. of Directors Present |
|1. 30-04-2018 ||6 ||6 |
|2. 29-05-2018 ||6 ||6 |
|3. 11-08-2018 ||6 ||6 |
|4. 03-09-2018 ||6 ||6 |
|5. 13-11-2018 ||6 ||6 |
|6. 13-02-2019 ||6 ||6 |
Audit Committee Meetings
|S. No. Date of Meeting ||Strength of Members ||No. of Members Present |
|1. 30-04-2018 ||3 ||3 |
|2. 29-05-2018 ||3 ||3 |
|3. 11-08-2018 ||3 ||3 |
|4. 03-09-2018 ||3 ||3 |
|5. 13-11-2018 ||3 ||3 |
|6. 13-02-2019 ||3 ||3 |
Nomination & Remuneration Committee Meetings
|S. No. Date of Meeting ||Strength of Members ||No. of members present |
|1. 03-09-2018 ||3 ||3 |
Independent Director's Meeting
|S. No. Date of Meeting ||Strength of Members ||No. of members present |
|1. 11-08-2018 ||3 ||3 |
|S. No. Type of Meeting ||Date of Meeting ||Total No. of Members Entitle to Attend ||Number of Members Attended |
|1. Annual General ||28-09-2018 ||254 ||9 |
|Meeting || || || |
16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
The company has established a vigil mechanism for grievances redressal of director andemployees of the company which will help in reporting genuine concerns or grievances ofdirectors and employees.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As the Company does not fall under the class of companies as prescribed under Section135 of Companies Act 2013 and Rules made there under therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.
Therefore Company is not liable to contribute towards Corporate Social Responsibility.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Particulars of Loan given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in standalone financial statement.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of Section 188 of the Companies Act 2013 includingcertain arms length transactions under the proviso thereto have been disclosed in Form No.AOC -2 as Annexure -II.
20. MANAGERIAL REMUNERATION:
(A) Due to inadequacy of profit no remuneration is paid to directors of thecompany.
(B) There is no Employee who is in receipt of remuneration of more than Rs.850000 per month. or Rs. 10200000 per annum under Section 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in the financial2017-18.
(C) The company does not have any material information to report in accordance withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
21. RISK MANAGEMENT POLICY
The Company has its Risk Management Policy to identify and deal with the risks andthreats that could impact the organization. Risk Management Policy is available forinspection at the Registered Office of the Company during business hours on any workingday.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has proper place and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and all assets andresources are acquired economically used efficiently and adequately protected.
23. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report and Corporate Governance which forms apart of this Report are set out separately as Annexure-III and Annexure- VI respectivelytogether with the Certificate from the Auditors of the Company regarding compliance withthe requirements of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as Annexure V.
24. GREEN INTIATIVES
Electronic copies of the Annual Report 2018-19 and the notice of 24th AGMare sent to all members whose e-mail address is registered with the company/depositoryparticipants. For members who have not registered their email address physical copies aresent in the permitted mode.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE:
There were no orders passed by the regulators or courts or tribunals impacting thegoing concern status and company's operations in future.
26. 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 requiredby the SEBI LODR Regulations as well as under the Companies Act 2013. These policies willbe reviewed by the Board at periodic intervals. Some of the key policies that have beenadopted are as follows:
i. Code for Disclosure of Unpublished Price Sensitive Information ii. Code of Conductfor Insider Trading iii. Policy on Related Party Transactions iv. Code of Conduct forDirectors and Senior Management Personnel v. Whistle Blower Policy
The above policies are available on the Company's website on the linkhttp://www.sofcomsystems.com/investor.html.
An acknowledgement with thanks is hereby conveyed to all with whose help cooperationand hard work the Company was able to achieve the results.
| ||By order of the Board |
| ||For SOFCOM SYSTEMS LIMITED |
| ||CIN: L72200RJ1995PLC010192 |
|Date: 28th August 2019 || |
|Place: Jaipur || |
|Sd/- ||Sd/- |
|KISHORE MEHTA ||NAWRATAN MALL MEHTA |
|Managing Director ||Director |
|DIN: 00043865 ||DIN: 00858126 |