To
The Members
SOFCOM SYSTEMS LIMITED
Your directors have pleasure in presenting the 27th Annual Report of your Company alongwith the Audited Statement of Accounts for the year ended March 31st 2022.
1. SUMMARY OF FINANCIAL RESULTS
The Company's financial performances for the year under review along with previousyear's figures are given hereunder:
Amount (in lacs)
| Standalone Financial Statements | Consolidated Financial Statements |
| Particulars | 2021-2022 | 2020-2021 | 2021-2022 | 2020-2021 |
| Business & Other Income | -- | -- | -- | -- |
| Other Expense excluding Interest Depreciation & Tax | 8.15 | 8.85 | 8.15 | 8.87 |
| Profit / (Loss) before Interest Depreciation & Tax | (8.15) | (8.85) | (8.15) | (8.87) |
| Less: Interest | 24.72 | 26.26 | 24.72 | 26.26 |
| Less: Depreciation | 0.19 | -- | 0.19 | -- |
| Profit / (Loss) before tax | (33.06) | (35.11) | (33.06) | (35.13) |
| Less: Tax Expenses: | | | | |
| a. Current Tax | 0.24 | -- | -- | -- |
| b. Deferred Tax | (8.26) | (9.14) | (8.26) | (9.14) |
| c. MAT Credit Entitlement | -- | -- | -- | -- |
| d. Income Tax of Earlier Year w/off | -- | -- | 0.24 | -- |
| Add: Share of Profit / (Loss) from Associates | | | 196.95 | 59.10 |
| Profit / (Loss) for the Period | (25.04) | (25.97) | 171.91 | 33.11 |
| Basic & Diluted Earnings per share | (0.60) | (0.63) | 4.14 | 0.80 |
2. BRIEF DESCRIPTION OF THE COMPANY'S PERFORMANCE DURING THE YEAR
During the year under review company has loss of Rs. 2504000/- while in previousfinancial year loss was Rs. 2597000/-.
The board of directors has not recommended any dividend during the financial year.
4. STATE OF COMPANY'S 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 totransfer 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 asper the objectives described in the Memorandum of Association of the Company. There hasbeen no material change in the line or nature of business that the Company is operatingin.
7. INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY
The company has an Associate Company - Abok Spring Private Limited. The company has nosubsidiary 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 thecompany has not declared dividend in any previous financial years accordingly there is nounclaimed/ 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 OFTHE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
As on the date of this report no material changes and commitments affecting thefinancial position of the Company have occurred between the end of the financial year towhich the financial statements relate.
11. 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.
12. 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 standards hadbeen followed along with proper explanation relating to material departures;
b. Such accounting policies have been selected and applied consistently and judgmentsand estimates 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 taken for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act for safeguarding the assets ofthe 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 suchinternal financial controls were adequate and were operating effectively.
f. That proper system was devised to ensure compliance with the provisions of allapplicable 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 duringthe financial year.
B) Issue of equity shares with differential rights
The company has not issued any equity shares with differential rights during thefinancial 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 bytrustees for the benefit of employees
There is no such provision created by company for purchase of its own shares byemployees 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 securitiesduring 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 theAnnual 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 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.
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 Practicing Company Secretaries as theSecretarial Auditor of the Company for the financial year 2021-2022.
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 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 Mrs. Asha Mehta (DIN:00043841) is liable to retire by rotation and being eligible offer her candidature forreappointment as Director.
b. Independent Directors and their Declaration of Independence
The Board of the Company as on March 31 2022 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 Directors as on 31st March 2022 and changesduring the year The Board of the Company as on March 31 2022 comprises of the followingdirectors.
| Sr. No Name of Directors and Key Managerial Personnel | Designation |
| 1. Mr. Kishore Mehta | Managing Director |
| 2. Mr. Nawratan Mall Mehta | Non-Executive Director |
| 3. Mrs. Asha Mehta | Non-Executive - Non Independent Director |
| 4. Mr. Rakesh Pandey | Non-Executive - Independent Director |
| 5. Mr. Ganeshprasad Pratap Murarika | Non-Executive - Independent Director |
| 6. Mr. Anil Nahar | Non-Executive - Independent Director |
There were no changes in the composition of Board of Directors during the financialyear 2021-2022.
After the closure of the financial year Mr. Nawratan Mall Mehta has resigned from thedirectorship of the company w.e.f. 11/08/2022.
Tenure of Mr. Kishore Mehta (DIN: 00043865) Managing Director of the company isexpiring on 27-09-2022 He is eligible to be re-appoint in the ensuing Annual GeneralMeeting of the company.
d. Changes in the composition of Key Managerial Personnel (other than Board ofDirectors)
There are changes in the composition of Key Managerial Personnel during the financialyear 2021-2022. The Changes are described herein as:
| S. No. Name of KMP | Designation | Nature of Change | Date of Change |
| 1. Mr. Dev Raj Sharma | Chief Financial Officer | Cessation | 02-05-2021 |
| 2 Mr. Santosh ' Pandurang Sawant | Chief Financial Officer | Appointment | 28-06-2021 |
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
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 31.03.2022 | As on 31.03.2021 |
| a) Earnings in foreign exchange | Nil | Nil |
| b) Expenditure / outgo in foreign exchange (Travelling) | Nil | Nil |
18. MEETINGS
During the financial year 2021-2022 following meetings were convened: ? BoardMeetings
| S. No. Date of Board Meeting | Board's Strength | No. of Directors Present |
| 1. 28-06-2021 | 6 | 6 |
| 2. 11-08-2021 | 6 | 6 |
| 3. 02-09-2021 | 6 | 6 |
| 4. 11-10-2021 | 6 | 6 |
| 5. 11-11-2021 | 6 | 6 |
| 6. 29-01-2022 | 6 | 6 |
| 7. 14-02-2022 | 6 | 6 |
? Audit Committee Meetings
| S. No. Date of Meeting | Member's Strength | No. of Members Present |
| 1. 28-06-2021 | 3 | 3 |
| 2. 11-08-2021 | 3 | 3 |
| 3. 02-09-2021 | 3 | 3 |
| 4. 11-11-2021 | 3 | 3 |
| 5. 14-02-2022 | 3 | 3 |
| ? Nomination & Remuneration Committee Meetings |
| S. No. Date of Meeting | Member's Strength | No. of members present |
| 1. 17-06-2021 | 3 | 3 |
| 2. 02-09-2021 | 3 | 3 |
| 3. 04-10-2021 | 3 | 3 |
| 4. 20-01-2022 | 3 | 3 |
| ? Independent Director's Meeting |
| S. No. Date of Meeting | Member's Strength | No. of members present |
| 1. 18-02-2022 | 3 | 3 |
| ? Stakeholder Relationship committee Meeting |
| S. No. Date of Meeting | Member's Strength | No. of members present |
| 1. 15-11-2021 | 3 | 3 |
| ? Members Meeting |
| S. No. Type of Meeting | Date of Meeting | Total No. of Members Entitle to Attend | Number of Members Attended |
| 1. Annual General Meeting | 29-09-2021 | 304 | 12 |
19. PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS
The Company has formulated a Board Evaluation template for performance evaluation ofthe Independent Directors the Board its Committees and other individual Directors whichincludes criteria for performance evaluation of the Non-Executive Directors and ExecutiveDirectors.
The formal Board evaluation as mandated under the Companies Act and Listing Regulationshas been carried out during the year.
20. AUDIT COMMITTEE
The Audit Committee comprises of:
i. GANESHPRASAD PRATAP MURARIKA - Chairperson
ii. RAKESH PANDEY
iii. ASHA MEHTA
During the year under review all recommendations of the Audit Committee were acceptedby the Board.
21. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of:
iv. GANESHPRASAD PRATAP MURARIKA - Chairperson
v. RAKESH PANDEY
vi. ASHA MEHTA
During the year under review all recommendations of the Nomination and RemunerationCommittee 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 ofWomen at Workplace in accordance with the provisions of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 to prevent sexual harassmentof its employees.
During the year under review there were no cases filed pursuant to the SexualHarassment 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 andemployees of the company which will help in reporting genuine concerns or grievances ofdirectors and employees.
24. 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.
25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the financial year the Company has not given loans made investments orprovided 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 relatedparties referred to in sub-section (1) of Section 188 of the Companies Act 2013 includingcertain arm's length transactions under the proviso thereto have been disclosed in FormNo. 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. 850000per month. or Rs. 10200000 per annum under Section 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in the financial year 2021-2022.
(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.
28. 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.
29. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS
The Company has in place adequate internal control systems commensurate with the natureof its business and size and complexity of its operations. Internal control systemscomprising of policies and procedures are designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and all assets and resourcesare 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 apart of this Report are set out separately as Annexure-III and Annexure- IV 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.
31. GREEN INTIATIVES
Electronic copies of the Annual Report 2021-2022 and the Notice of 27th 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.
32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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.
33. HUMAN RESOURCES MANAGEMENT
We firmly believe that employee motivation development and engagement are key aspectof good human resource management. We provide several forums and communication channelsfor our employees to not only share their point of view and feedback related to ourbusiness but also share feedback self-development and career advancement. These forumshave helped us to identify and implement a number of structural changes during the yearunder review.
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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 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:
S Code for Disclosure of Unpublished Price Sensitive Information S Code of Conduct forInsider Trading S Policy on Related Party Transactions
S Code of Conduct for Directors and Senior Management Personnel S Whistle BlowerPolicy
The above policies are available on the Company's 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 ManagementFramework to manage the impact of ongoing COVID-19 flu pandemic. Different measures are inplace to safeguard health and safety of employees maintain operation of assets and otherbusiness activities avoid financial distress/default and secure best possible financialoutcome in the given circumstance.
36. ACKNOWLEDGEMENTS
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: September 01 2022 | | |
| Place: Jaipur | | |
| Sd/- | Sd/- |
| Kishore Mehta | Asha Mehta |
| (Managing Director) | (Director) |
| DIN: 00043865 | DIN: 00043841 |
