The Directors' present the Annual report on the business and operations of your Companyfor the year 2020-21.
1. FINANCIAL RESULTS AND OPERATIONAL REVIEW:
The highlights of the financial results of the Company for the financial year endedMarch 31 2021 are as under:
|Particulars ||Year Ended 31.03.2021 (Rs.) ||Year Ended 31.03.2020 (Rs.) |
|Gross Sales/Income ||0 ||545690 |
|Less Depreciation ||0 ||0 |
|Profit/(Loss) before Tax ||(1043090) ||(457995) |
|Taxes/Deferred Taxes ||0 ||-- |
|Profit/(Loss) After Taxes ||(1043090) ||(457995) |
|P& L Balance b/f ||(18884843) ||(18426848) |
|Profit/ (Loss) carried to Balance Sheet ||(19927933) ||(18884843) |
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:
During the year under review the Company has earned NIL income. The Company has madeloss of Rs.1043090. Efforts were being made to improve the performance of the Company.
3. CHANGE IN THE NATURE OF BUSINESS:
The Company has not changed its main object during the year under review.
4. CHANGE OF NAME:
The Company has not changed its name during the year under review.
Long Term Debt of the Company stands zero as on 31st March 2021.
6. SHARE CAPITAL:
The paid up Equity Share Capital as on March 31 2021 was Rs. 450779000/-.
A) Issue of equity shares with differential rights:
During the year under review the Company has not issued any shares with differentialvoting rights.
B) Issue of sweat equity shares:
During the year under review the Company has not issued any sweat equity shares.
C) Issue of employee stock options:
During the year under review the Company has not issued any employee stock options.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.
Since the Company has made Losses the directors are unable to recommend any dividendduring the year under review.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary/Joint Ventures/Associate Companies during the year underreview. Hence details for the same are not required to mention.
9. DIRECTORS AND KMP:
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
|Mr. Dhirajlal Gaglani* ||Chairman and Managing Director |
|Mr. Raghvendra Kulkarni ||Managing Director |
|Ms. Arpita Mittal ||Company Secretary |
|Mr. Vipul Jana ||CFO |
* Mr. Dhirajlal Gaglani resigned w.e.f. 28/11/2020.
b) Changes in Directors and Key Managerial Personnel:
Mr. Raghvendra Kulkarni retire by rotation at the forthcoming Annual General Meetingof the Company and being eligible offer himself for reappointment.
During the year the following changes occurred in the Composition of Board Directorsdue to Appointments and Resignations of several Directors:
|Name and Designation ||Date of Appointment ||Date of Resignation |
|Ms. Sarjeevan Singh Independent Director ||15/06/2020 ||-- |
|Mr. Vipulbhai Jana CFO ||15/06/2020 ||-- |
|Mr. Raghvendra Kulkarni Managing Director ||28/11/2020 ||-- |
|Mr. Dhirajlal Gaglani Managing Director ||-- ||28/11/2020 |
c) Declaration by an Independent Director(s) and reappointment if any:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Independent Directors have complied with the Code of Conduct for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013 and the Code of conductformulated by the Company as hosted on the Company's Website i.e. www.softrakventure.in.
10. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT-9 as a part of this Annual Report as ANNEXURE A .
11. NUMBER OF MEETINGS OF THE BOARD:
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Seven (7) Board Meetings were convened and held on:
|15/06/2020 ||29/07/2020 ||02/09/2020 ||12/09/2020 ||10/11/2020 |
|28/11/2020 ||11/02/2021 || || || |
During the year Five (5) Audit Committee meetings were convened and held on:
|15/06/2020 ||29/07/2020 ||12/09/2020 ||10/11/2020 ||11/02/2021 |
During the year one (1) Nomination and Remuneration Committee meetings were convenedand held on: 15.06.2020 28.11.2020
12. DIRECTOR'S RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(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.
(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.
13. DETAIL OF FRAUD AS PER AUDITORS REPORT :
There is no fraud in the Company during the Financial Year ended 31st March2021. This is also being supported by the report of the auditors of the Company as nofraud has been reported in their audit report for the financial year ended 31stMarch 2021.
14. BOARD'S COMMENT ON THE AUDITORS' REPORT:
There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3)(f) ofthe Companies Act 2013.
A. Statutory Auditors:
The Company's Auditors M/s. Meet Shah & Associates Chartered AccountantsAhmedabad who was appointed in the Annual General Meeting in the year 2019 for a block of5 years until the conclusion of the Annual General Meeting to be held in 2024 subject toratification of their appointment at every annual general meeting. Hence the board hasrecommended to ratify his appointment for FY 2020-21 as they are eligible for theappointment.
B. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Rupali Modi Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as "Annexure-B".
Reply for qualification Remark in Secretarial Audit Report:
1. The company noted the same and the Company and instructed respective promoters so asto achieve 100% promoter holding in demat form and comply with the requirement of abovementioned regulation.
2. The Company has considered non/late compliances and violations with the variousclauses of SEBI LODR and committed to comply with the same within time including procedurefor revocation of suspension with the BSE Ltd.
16. TRANSFER TO RESERVES:
No amount has been transferred to the General Reserve and the Loss incurred during theyear of Rs. 19927933/-has been adjusted to Retained earnings.
Your Company has not accepted / renewed any deposits from the public/share holdersduring the year under review.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
19. RELATED PARTY TRANSACTIONS:
The company has not entered into any contracts or arrangements with related partiesduring the year under review.
20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
The company has not obtained any order passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.
21. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
22. CORPORATE SOCIAL RESPONSIBILITY:
The Provision of Section 135 of the Company Act 2013 are not applicable since thecompany does not fall under Category of Rule 9 of the Corporate Responsibility Rules 2014.
23. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesof risks.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self-certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has adequate of internal financial controls with reference to the FinancialStatements during the year under review.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Company has a vigil mechanism named Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The details of the Whistle Blower Policy isexplained in the Corporate Governance Report and also posted on the website of theCompany.
27. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.
28. NOMINATION & REMUNERATION POLICY OF THE COMPANY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report and isalso available on the Company's website at www.softrakventure.in.
29. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Company has been proactive in the following principles and practices of goodcorporate governance. A report in line with the requirements of Regulation 27(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the report onManagement Discussion and Analysis and the Corporate Governance practices followed by theCompany and the Auditors Certificate on Compliance of mandatory requirements are given asan "Annexure "C & D" respectively to this report.
Your Company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inRegulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are complied with.
As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with the Stock Exchanges the Corporate Governance Report Management Discussion andAnalysis and the Auditor's Certificate regarding compliance of conditions of CorporateGovernance are attached separately and form part of the Annual Report.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to Section 134 of the Companies act 2013 read withthe Companies (Account) Rules 2014 are NIL.
31. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no Material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report.
32. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas "Annexure- E" to the Board's report.
None of the employees of the Company drew remuneration of Rs.10200000/- or more perannum and Rs.850000/- or more per month during the year. No employee was in receipt ofremuneration during the year or part thereof which in the aggregate at a rate which isin excess of the remuneration drawn by the managing director or whole-time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company. Hence no information is required tobe furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
33. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company does not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
35. SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards - 123 and 4 issued by theInstitute of Company secretaries of India relating to 'Meetings of the Board of Directors'and General Meetings' 'Payment of Dividend' and 'Report of the Board of Directors'respectively have been duly followed by the Company.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
| || || |
For & on behalf of the Board of Director
|Date: 12/08/2021 || || |
Softrak Venture Investment Limited
|Place: Ahmedabad || || |
| ||sd/- ||sd/- ||sd/- |
| ||(Sarjeevan Singh) ||(Bhoomiben Patel) ||(Arpita Mittal) |
| ||Director DIN: 08258683 ||Director DIN:08316893 ||Company Secretary |