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Sofcom Systems Ltd.

BSE: 538923 Sector: IT
NSE: N.A. ISIN Code: INE499Q01012
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NSE 05:30 | 01 Jan Sofcom Systems Ltd
OPEN 14.75
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VOLUME 100
52-Week high 15.54
52-Week low 14.10
P/E
Mkt Cap.(Rs cr) 6
Buy Price 15.50
Buy Qty 10.00
Sell Price 14.75
Sell Qty 17900.00
OPEN 14.75
CLOSE 14.75
VOLUME 100
52-Week high 15.54
52-Week low 14.10
P/E
Mkt Cap.(Rs cr) 6
Buy Price 15.50
Buy Qty 10.00
Sell Price 14.75
Sell Qty 17900.00

Sofcom Systems Ltd. (SOFCOMSYSTEMS) - Director Report

Company director report

To

The Members

SOFCOM SYSTEMS LIMITED

Your Directors have pleasure in presenting the 25th Annual Report of yourCompany along with the Audited Statement of Accounts for the year ended March 31 2020.

1. SUMMARY OF FINANCIAL RESULTS:

Amount (in lacs)

Particulars 2019-20 2018-19
Business & Other Income -- --
Other Expense excluding Interest Depreciation & Tax 8.51 9.44
Profit / (Loss) before Interest Depreciation & Tax (8.51) (9.44)
Less: Interest 24.10 28.64
Less: Depreciation -- --
Profit / (Loss) before tax (32.61) (38.08)
Exceptional Items
Less: Provision for Tax:
a. Current Year -- --
b. Deferred Tax (8.44) (6.20)
c. MAT Credit Entitlement -- --
d. Income Tax of Earlier Year w/off -- --
Profit / (Loss) for the Period (24.17) (31.88)
Basic & Diluted Earnings per share (0.58) (0.77)

2. DIVIDEND:

The board of directors has not recommended 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.

6. DEPOSITS:

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 thefinancial position of the Company have occurred between the end of the financial year towhich these 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 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 propersystem was devised to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

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 2019-20 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 have been listed on Bombay Stock Exchange Calcutta Stock Exchangeand Madras Stock Exchange.

12. 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 5 years to hold office fromthe conclusion of 23rd AGM till the conclusion of the 28th AnnualGeneral 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 2019-20.

d. Secretarial Audit Report

The Secretarial Audit Report is annexed to this Board report as Annexure- VI.

Qualifications made in Secretarial Audit

a) As per Regulation 3(5) Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 From April 1 2019 SEBI requires all listed companiesto maintain a non-tamperable

‘Structured Digital Database' to keep track of all unpublished price sensitiveinformation (UPSI) and the trading activities of Designated Persons (DPs) who becomeaware of the UPSI.

The company has not maintain any such digital database during the year and thus notcomplied with the above regulation.

Explanation by Board: The company has searched out for prospective softwareprovider in the market. We have also take many demo and trails upon such software. But itcould not find suitable as per the requirements of the company. Further the same was notavailable in the price as seems reasonable to the company. Presently the company ismaintaining the data required as per the provisions of this regulation in EXCEL formatunder the supervision of authorized person. The company will soon maintain anon-tamperable ‘Structured Digital Database' to keep track of all unpublished pricesensitive information

(UPSI) and the trading activities of Designated Persons (DPs) who become aware of theUPSI.

b) Section 137 (1) of the Companies Act 2013 A copy of the financial statementincluding consolidated financial statement if any along with all the documents which arerequired to be or attached to such financial statements under this Act duly adopted atthe Annual General Meeting of the company shall be filed with the Registrar within thirtydays of the date of annual general meeting in such manner with such fees or additionalfees as may be prescribed.

The financial statements along with the necessary annexure for the F.Y. ended on 31stMarch 2019 are not filed with the Registrar of Companies by the company.

Explanation by Board: Due to some technical issues company could not filed formAOC-4 XBRL within the time. The company will file the form as soon as possible.

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 Ms. Asha Mehta (DIN:00043841) 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 2020 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 as on 31st March 2020 and changes duringthe year

The Board of the Company as on March 31 2020 consist of 6 directors out of which 3 areIndependent directors one is Managing Director and two are Non Executive director.

There were changes in the composition of key managerial personnel during the financialyear 2019-20.

S.No. Name Of Director Designation Nature of Change Date of Change
1. Mr. Krishnanand Pant Non-Executive Independent Director Cessation 4th March 2019
2. Mr. Sanjay Kumar Verma Non-Executive Independent Director Cessation 4th March 2019
3. Mr. Arnab Banerjee Non-Executive Independent Director Cessation 4th March 2019
4. Mr. Ganeshprasad Pratap Murarika Non-Executive Independent Director Appointment 21st May 2019
5. Mr. Rakesh Pandey Non-Executive Independent Director Appointment 21st May 2019
6. Mr. Anil Nahar Non-Executive Independent Director Appointment 26th Sep. 2019

d. Changes in the composition of Key Managerial Personnel (other than Board ofDirectors):

There are changes in the composition of Key Managerial Personnel on account ofresignation of Ms. Anshu Kanoongo as Company secretary w.e.f. 23rd April 2019and appointment of Ms. Vandana Kanwar as Company Secretary w.e.f. 01st July2019 during the financial year 2019-20.

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 31.03.2020 As on 31.03.2019
a) Earnings in foreign exchange Nil Nil
b) Expenditure / outgo in foreign exchange (Travelling) Nil Nil

15. MEETINGS

During the financial year 2019-20 following meetings were convened:

Board Meetings

S. No. Date of Board Meeting Board's Strength No. of Directors Present
1. 01/04/2019 3 3
2. 23/04/2019 3 3
3. 21/05/2019 3 3
4. 30/05/2019 5 5
5. 13/07/2019 5 5
6. 05/08/2019 5 5
7. 28/08/2019 5 5
8. 14/11/2019 6 6
9. 12/02/2020 6 6

Audit Committee Meetings

S. No. Date of Meeting Strength of No. of Members Present
Members
1. 30/05/2019 3 3
2. 05/08/2019 3 3
3. 14/11/2019 3 3
4. 12/02/2020 3 3

Nomination & Remuneration Committee Meetings

S. No. Date of Meeting Strength of Members No. of members present
1. 01/07/2019 3 3
2. 28/08/2019 3 3

Independent Director's Meeting

S. No. Date of Meeting Strength of Members No. of members present
1. 14/11/2019 3 3
Stakeholder Relationship's Meeting
S. No. Date of Meeting Strength of Members No. of members present
1. 28/08/2019 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 26-09-2019 254 12
Meeting

16. 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.

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 subsection (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 financial2019-20.

(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 REPORTS:

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 2019-20 and the notice of 25th 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:

Code for Disclosure of Unpublished Price Sensitive Information Code of Conduct forInsider Trading Policy on Related Party Transactions Code of Conduct for Directors andSenior Management Personnel Whistle Blower Policy

The above policies are available on the Company's website on the linkhttp://www.sofcomsystems.com/investor.html.

27. Impact of COVID-19

The rampant spread of COVID-19 outbreak across borders and geographies has severelyimpacted almost the whole world and India has not been spared. This situation clubbedwith sluggish economic growth in the previous year especially in a developing countrylike India is leading to extremely volatile market conditions. Further the prolongedcountry-wide lockdown global economic downturn and associated disruption of demand andsupply chains had a major impact on the Company. Complying with the government'sdirectives on social distancing and striving to run business as usual company is makingthe best of this unprecedented situation and taking care of the proper health and hygieneof the members and all other employees working in this situation For the Company thefocus immediately shifted to ensuring the health and well-being of all employees and onminimizing disruption to services for all our customers. The office works switch to workfrom home for employees.

28. 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 2020
Place: Jaipur
Sd/- Sd/-
KISHORE MEHTA NAWRATAN MALL MEHTA
Managing Director Director
DIN: 00043865 DIN: 00858126

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