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Softtech Engineers Ltd.

BSE: 543470 Sector: IT
NSE: SOFTTECH ISIN Code: INE728Z01015
BSE 00:00 | 24 Mar 165.15 9.90
(6.38%)
OPEN

150.15

HIGH

170.75

LOW

150.15

NSE 00:00 | 24 Mar 162.40 7.70
(4.98%)
OPEN

157.60

HIGH

167.95

LOW

156.95

OPEN 150.15
PREVIOUS CLOSE 155.25
VOLUME 456
52-Week high 189.60
52-Week low 88.35
P/E 27.39
Mkt Cap.(Rs cr) 168
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 150.15
CLOSE 155.25
VOLUME 456
52-Week high 189.60
52-Week low 88.35
P/E 27.39
Mkt Cap.(Rs cr) 168
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Softtech Engineers Ltd. (SOFTTECH) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the 26th Annual Report on thebusiness and operations of your Company together with the Standalone and ConsolidatedAudited Financial Statement and the Auditors' Report of your Company for the Financialyear ended 31st March 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company's financial performance for the year under review is given hereunder:

(Rs in Lakhs)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from Operations (Net) 5745.67 4157.36 5745.67 4157.36
Other Income 197.20 102.35 186.42 102.53
Total Revenue 5942.87 4259.71 5932.09 4259.71
Depreciation and Amortisation 764.24 550.28 764.35 550.28
Total Expenses (including Depreciation and Amortisation) 5169.26 3729.17 5271.03 3849.53
Profit/ (Loss) Before Tax 773.61 530.54 661.06 410.18
Tax Expenses:
1. Current Tax 193.77 130.00 193.77 130.00
2. Deferred Tax 2.27 22.11 2.27 22.11
Net Profit/ (Loss) After Tax 577.57 378.43 465.02 258.07
Earning per share
Basic 5.89 4.00 4.89 2.91
Diluted 5.89 3.99 4.88 2.90

During the year under review the Company has achieved a gross turnover of Rs 5942.87Lakhs in comparison to previous year's turnover which was Rs 4259.71 Lakhs. Itrepresented an increase of 39.51 % over the previous year. The Profit after tax stood atRs 577.57 Lakhs as against Rs 378.43 Lakhs in previous year. Key aspects of financialperformance of your Company for the Current FY 2021-22 along with the Previous FY 2020-21are tabulated in the Financial Results above.

*Amounts for the FY 2020-21 are taken from the audited financial statements of FY2020-21 which were prepared as per GAAP The accounts for the FY 2021-22 are prepared asper IND AS which became applicable to the Company post listing on the Main Board of StockExchanges effective from 25th February 2022. Due to restatement of numbers asper applicability of IND AS there are slight differences in the amount than previouslyfiled financial statements for FY 2020-21.

2. KEY DEVELOPMENTS OF THE COMPANY:

• The Company has incorporated a subsidiary with Charitable Objectives namedSoftTech Care

Fundation under section 8 of the Companies Act 2013 on 14th April 2021.

• The Airport Authority of India (AAI) is a statutory body that uses the NoObjection Certificate Application System (NOCAS) application for processing the noobjection height clearance applications for various construction activities in thevicinity of airports. The AAI has selected the Company as its Application Maintenance& Development Service Partner (AMDSP) for the Maintenance & Development of NoObjection Certificate Application System (NOCAS) in May 2021.

• On its 25th Anniversary i.e. on 17th June 2021 theCompany has launced a new hybrid corporate venture program titled "AmpliNxt".The first- of-its-kind program for the AEC sector in India AmpliNxt offers tailoredsupport from industry's experts entrepreneurs and domain experts.

• In August 2021 the Company signed Shareholders Agreement for acquisition of 15%stake in Singapore based company 'Qi Square Private Limited' engaged in the business ofdeveloping digital platform for the built environment industry.

• On 29th October 2021 the Company has incorprorated a wholly Ownedsubsidiary named AmpliNxt Private Limited.

• With effect from 25th February 2022 the equity shares of the Companyare listed and trading on Main Board of National Stock Exchange of India ("NSE")and Bombay Stock Exchange of India ("BSE") as a result of migration ofsecurities.

3. DIVIDEND:

Considering the situation and in order to conserve the resources the Board ofDirectors do not recommend dividend for the FY 2021-22.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since no unclaimed dividend amount is pending with the Company for seven consecutiveyears or more no amount is required to be transferred to the Investor Education andProtection Fund.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013:

No amount was transferred to the reserves during the Financial Year ended on 31stMarch 2022.

6. LISTING OF SECURITIES ON STOCK EXCHANGES:

The shares of the Company are listed on main board of the National Stock Exchange ofIndia Limited (NSE) and BSE Limited (BSE) with effect from 25th February 2022.Earlier they were listed on the National Stock Exchange of India Limited SME (EMERGE)platform. Further the Company is registered with both NSDL & CDSL.

7. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

In accordance with the provisions of the Companies Act 2013 and SEBI regulations theManagement Discussion and Analysis report is given as 'Annexure A' to this report.

8. ANNUAL RETURN:

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at https://softtech-engr.com/wp-content/uploads/MGT_7_Annual-retum_30.11.2021_22.12.2021.pdf

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

I. Changes in Composition of the Board of Directors:

a. Ms. Wai Ki Chan (DIN: 03223546) the Nominee Director of the Company representing RIBITWO Software Private ceased to be director w.e.f. 3rd January 2022.

b. As per the provisions of Section 152(6) of the Companies Act 2013 and otherapplicable provisions thereunder Mrs. Priti Gupta (DIN: 01735673) Whole-time Director ofthe Company whose office is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible seeks reappointment. Based on the recommendation of theNomination and Remuneration Committee the Board recommends her re-appointment to theshareholders in the ensuing Annual General Meeting.

c. Mr. Rahul Gupta (DIN: 00024732) is reappointed as an Independent Director of theCompany for a second term of 5 years w.e.f. 3rd March 2023 subject to approvalof shareholders in ensuing Annual General Meeting. Brief profile and other information ofMr. Rahul Gupta (DIN: 00024732) proposing re-appointment as an Independent Director formspart of the notice of ensuing Annual General Meeting.

d. Mr. Sridhar Pillalamarri (DIN: 00026018) is re-appointed as an Independent Directorof the Company for a second term of 5 years w.e.f. 3rd March 2023 subject toapproval of shareholders in ensuing Annual Genera Meeting. Brief profile and otherinformation of Mr. Sridhar Pillalamarri (DIN: 00026018) proposing re-appointment as anIndependent Director forms part of the notice of ensuing Annual General Meeting.

e. Dr. Rakesh Kumar Singh (DIN: 02294988) is appointed as an Independent Director ofthe Company w.e.f. 12th August 2022 subject to approval of shareholders inensuing Annual Genera Meeting. Brief profile and other information of Dr. Rakesh KumarSingh (DIN: 02294988) proposing appointment as an Independent Director forms part of thenotice of ensuing Annual General Meeting.

II. Appointment / Resignation of Key Managerial

Personnel:

a) Mr. Kamal Agrawal is appointed as CFO (KMP) of the Company w.e.f. 28thJune 2021.

b) Mr. Vijay Gupta is appointed as CEO (KMP) of the Company w.e.f. 28thFebruary 2022

III. Declaration from Independent Directors and statement on compliance of code ofconduct:

Your Company has received necessary declarations from all its Independent Directorsstating that they meet the criteria of independence as provided in Sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1) (b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended. IndependentDirectors have complied with Code of Independent Directors prescribed in Schedule IV ofCompanies Act 2013. All the Independent Directors of the Company have enrolled themselvesin the data bank with the 'Indian Institute of Corporate Affairs' New Delhi India.

In the opinion of the Board the Independent Directors possess necessary expertise andexperience (including the proficiency) and they are of high integrity and repute. Duringthe year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees for attending meetings of the Boardof Director. The details of sitting fees paid are mentioned in the Corporate GovernanceReport.

All the Directors and Senior Management Personnel have also complied with the code ofconduct of the Company as required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

IV. Board Evaluation:

The annual evaluation framework for assessing the performance of Directors comprises ofthe following key areas:

a) Attendance for the meetings participation and independence during the meetings.

b) Interaction with Management.

c) Role and accountability of the Board.

d) knowledge and proficiency

e) Strategic perspectives or inputs.

The evaluation involves assessment by the Board of Directors. A member of theNomination and Remuneration Committee and the Board does not participate in the discussionof his / her evaluation.

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the board has carriedout the performance evaluation of the Board the Committees of the Board and individualdirectors.

V. The Composition of Board of Directors & Key

Managerial Person as at 31st March 2022 consists of following:

Sr. Name No. Designation
1. Mr. Vijay Gupta Managing Director and Chief Executive Officer
2. Mrs. Priti Gupta Whole-time Director
3. Mr. Pratik Patel Whole-time Director
4. Mr. Rahul Gupta Independent Director
5. Mr. Sridhar Pillalamarri Independent Director
6. Mr. Sundararajan Srinivasan Independent Director
7. Mr. Kamal Agrawal Chief Financial Officer
8. Ms. Aishwarya Patwardhan Company Secretary

10. BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company's / businesspolicy and strategy apart from other businesses. The notice of Board meeting is given wellin advance to all the Directors. The Agenda of the Board / Committee meetings is set bythe Company Secretary in consultation with the Chairman and Managing Director and ChiefFinancial Officer of the Company. The Agenda for the Board and Committee meetings coversitems set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and Companies Act 2013 to the extent it is relevant and applicable. The Agenda for theBoard and Committee meetings include detailed notes on the items to be discussed at themeeting to enable the Directors to take an informed decision.

During the Financial Year under review the Board of Directors of the Company has dulymet Four (4) times on 25th June 20214th September 20212ndNovember 2021 and 28th February 2022. The maximum interval between any twomeetings was well within the maximum allowed gap of 120 days.

11. COMMITTEES OF THE BOARD:

Details of all the Committees along with their scope compositions and meetings heldduring the year are provided in the report on Corporate Governance which forms part ofthis Annual Report and is also available on the website of the Companyhttps://softtech-engr.com/wp-content/uploads/Composition-of-Committees-of-the-Board-of-Directors.pdf.

12. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with related parties during 2021-22 were on arm's length basisand were in the ordinary course of business. There were no material related partytransactions (RPTs) undertaken by the Company during the Financial Year that requireShareholders' approval under Regulation 23(4) of SEBI LODR or Section 188 of the Act.There have been no materially significant related party transactions with the Company'sPromoters Directors and others as defined in section 2(76) of the Companies Act 2013.The approval of the Audit Committee was sought for all RPTs. Certain transactions whichwere repetitive in nature were approved through omnibus route. All the transactions werein compliance with the applicable provisions of the Companies Act 2013 and SEBI LODR asapplicable. Form AOC-2 is enclosed herewith as ‘Annexure B' to the Boards'Report.

The disclosures as per Indian Accounting Standards for the related party transactionsare given in the Financial Statement of the Company.

13. CHANGES IN SHARE CAPITAL:

Employee Stock Option Plan

As on 4th September 2021 the Company has allotted 21416 equity shares ofRs 10/- each at Exercise Price of Rs 5/- fully paid to the employees against exercise ofstock options earlier granted to them under SoftTech Employees Stock Option Plan 2017.Originally options were granted to employee at Rs 10/- each. However pursuant to bonusissue made by the Company in the ratio of 1:1 number of options granted to the Employeesgot dubbled which effectively reduced execise price at Rs 5/-per Equity Shares.

Preferential /Private Placement Basis

During the financial year under review the Company has made allotment of 666666 fullypaid Equity shares of Rs 10/- each at Rs 150 per share including premium to theidentified persons on Preferential allotment / Private Placement basis on 8thOctober 2021.

During the year under review there is no change in authorised share capital of theCompany. Further the Company has neither allotted any sweat equity nor it has bought backany shares or securities.

14. EMPLOYEE STOCK OPTION SCHEME:

The Company has the 'SoftTech Employees Stock Option Plan 2017 (SOFTTECH ESOP 2017)'being implemented in accordance with the SEBI regulations in this regard. The Company hasobtained certificate of auditors of the Company pursuant to Regulation 13 of theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014in this regards. The Disclosures pursuant to SEBI (Share Based Employee Benefits)Regulations 2014 is available in Financial section on the website of the Company athttps://softtech-engr.com/wp-content/uploads/SoftTech-Employees-Stock-Option-Plan-2017.pdf . The disclosures in compliance with clause14 of the securities and exchange board of india (share based employee benefits)regulations 2014 and other applicable regulation is any is available on the website ofthe Company at https://softtech-engr.com/investor-relations-in-softtech-engineers/#tab-161023 .

The Scheme was amended in accordance with SEBI (Share Based Employee Benefits and SweatEquity) Regulations 2021 in the Board Meeting dated 27th May 2022 whereinthe following important changes were made

1. Definition of employee is revised to include employees of Group Company includingsubsidiary or its associate company in India or outside India or of a holding company ofthe Company under the scope of the scheme.

2. Treatment of options in the event of death retirement superannuation of employeesis revised in accordance with amended regulations

15. UTILISATION OF PROCEEDS FROM PREFERENTIAL ISSUE:

The proceeds of the preferential issue have been used in accordance with the objectsstated in offer document. There is no deviation in use of proceeds from objects stated inthe offer documents in 202122. The summary of utilisation of proceeds from pereferntialissue as on 31st March 2022 is stated in Note No. 37 of Notes to Accounts.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

• CONSERVATION OF ENERGY:

The operations carried out by the Company are such that they are not deemed as energyintensive. However the Company constantly makes efforts to avoid excessive consumption ofenergy. The measures are aimed at effective management and utilisation of energy resourcesand resultant cost saving of the Company.

• TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption - Nil.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution - Nil.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year - Nil.

• FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs in Lakhs):

Earnings 69.80
Outgo 90.21

17. AUDITORS:

a) Statutory Auditors:

In the 25th Annual General Meeting (AGM) held on 30th September2021 M/s. P G Bhagwat LLP Chartered Accountants (Firm Registration No. 101118W/W100682)have been appointed as the Statutory Auditors of the Company for a term of Five (5) yearsi.e. from the conclusion of 25th AGM up to the conclusion of 30th AGM of theCompany. M/s. P G Bhagwat LLP Chartered Accountants (Firm Registration No.101118W/W100682) have confirmed their willingness to act as Statutory Auditors of theCompany. The Company has received letter from M/s. P G Bhagwat LLP (Firm Registration No.101118W/W100682) to the effect that their appointment would be within the prescribedlimits under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified from being appointed.

b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Devesh TudekarPracticing Company Secretary and Partner of DTSM & Associates Pune was appointed as aSecretarial Auditor of the Company to carry out the audit of the Secretarial Records ofthe Company for the FY 2021-2022. However DTSM & Associates Pune being yet toreceive Peer review certificate as per Peer Review Manual published by Institute ofCompany Secretaries of India expressed their unwillingness and ineligibility to beappointed as Secretarial Auditor. Further SVD & associates Pune were appointed as aSecretarial Auditor of the Company to carry out the audit of the Secretarial Records ofthe Company for the FY 2021 -2022. A Report of the Secretarial Audit is annexed herewithas ‘Annexure C'.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated 8th February 2019 alllisted entities shall additionally on annual basis submit a report to the stockexchange(s) on compliance of all applicable SEBI Regulations and circulars / guidelinesissued thereunder within 60 days of end of Financial Year. Such report shall be submittedby Company Secretary in practice to the Company in the prescribed format.

The Company has received such report from SVD & associates Practicing CompanySecretaries Pune for the Financial Year ended 31st March 2022 and it has beensubmitted to the stock exchange(s) within the stipulated time.

c) Internal Auditor:

For the FY 2021-22 the Company appointed M/s. SKF & associates. CharteredAccountants as an internal auditors to conduct internal audit of the functions andactivities of the Company.

18. REPORTING OF FRAUD BY STATUTORY AUDITORS:

There was no fraud suspected in the Company hence no reporting was made by StatutoryAuditors of the Company under sub-section (12) of section 143 of Companies Act 2013.

19. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the rules made there under.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

a) In the preparation of the annual accounts for the year ended 31st March2022 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures if any;

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 andprofit 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;

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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

21. CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that the conditions of CorporateGovernance as stipulated and applicable under various regulations are complied with. TheCompany has strived to maximise the wealth of shareholders by managing the affairs of theCompany with the pre-eminent level of accountability transparency and integrity. A reporton Corporate Governance including the relevant Audiors' Certificate regarding theconditions of Corporate Governance as stipulated in Regulation 34(3) read with Part E ofSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed and forms part of Annual Report as ‘Annexure D'.

22. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the provisions of the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India on the Meetings of Board ofDirectors (SS-01) and on General Meetings (SS-02).

23. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The code provides for periodical disclosures from Directors and designatedemployees as well as pre-clearances of transactions by such persons.

The detailed Code of Internal Procedures and Conduct for Regulating Monitoring andReporting of Trading by Insiders is placed on the Company's website and can be viewed at:https://softtech-engr.com/wp-content/ uploads/Code-of-Conduct-for-Prevention-of-Insider-trading.pdf.

24. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

During the Financial Year under review the Company has incorporated a subsidiary withthe name of 'SoftTech Care Foundation' having charitable objectives under section 8 of theCompanies Act 2013 on 14th April 2021.

The Company has also incorporated wholly owned subsidiary with the name of AmpliNxtPrivate Limited on 29th October 2021. AmpliNxt Private Limited is en entityacting as an Incubator and Accelerator for start-ups enthusiasts technocrats etc.mainly in AEC domain.

Your Company has a subsidiary with name SoftTech Engineers Inc in state of DelawareUSA and a wholly owned subsidiary named SoftTech Finland Oy located in Republic ofFinland. The Company has a step down subsidiary (Subsidiary of SoftTech Engineers Inc.) asSoftTech Government Solutions Inc. in the Commonwealth of Virginia.

25. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OFSUBSIDARIES / ASSOCIATE COMPANIES / JOINT VENTURES:

Further a statement containing salient features of the financial statements ofsubsidiaries in the prescribed format AOC-1 is appended as ‘Annexure-E' tothis Report. The statement also provides details of performance financial position.

There has not been any material change in the nature of the business of theSubsidiaries. As required under SEBI LODR Regulations 2015 and Companies Act 2013 theconsolidated financials of your Company and Subsidiaries are provided in this annualreport.

26. RISK MANAGEMENT POLICY:

Periodic assessments to identify the risk areas are carried out and the management isbriefed on the risks in advance to enable the Company to control risk through a properlydefined plan. The risks are classified as financial risks operational risks and marketrisks. The risks are taken into account while preparing the annual business plan for theyear. The Board is also periodically informed of the business risks and the actions takento manage them. The Company has formulated a Plan for Risk Management with the followingobjectives:

• Provide an overview of the principles of risk management.

• Explain approach adopted by the Company for risk management.

• Define the organisational structure for effective risk management.

• Develop a "risk" culture that encourages all employees to identifyrisks and associated opportunities and to respond to them with effective actions.

• Identify assess and manage existing and new risks in a planned and coordinatedmanner with minimum disruption and cost to protect and preserve Company's human physicaland financial assets.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

The Company has maintained adequate internal controls commensurate with its size andnature of operations. The Company also has an Audit Committee which reviews with themanagement adequacy and effectiveness of the internal control system and internal auditfunctions. The scope of the Internal Audit is decided by the Audit Committee and theBoard. There are policies guidelines and delegation of power issued for the compliance ofthe same across the Company.

28. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:

1. During the financial year under review the Company has invested Rs 28.21 Lakhs inDebentures of SoftTech Egineers Inc. (Subsidiary).

2. The Company has formed section 8 Company with name of SoftTech Care Foundation andhas infused Rs 0.90 Lakhs in it as equity share capital for 90% holding of the Company.

3. The Company has formed AmpliNxt Private Limited as wholly owned subsidiary andinfused share capital of Rs 1.00 Lakhs in the equity share capital of the Company.

Please refer Note No. 5 notes forming part of the financial statements to theStandalone Financial Statements) for investments under Section 186 of the Companies Act2013. Except this the Company has not made

any investment or granted any Loans or Guarantees covered under Section 186 of theCompanies Act 2013 & Rules thereof including amendments thereunder.

29. LOAN FROM DIRECTORS AND RELATIVES OF DIRECTOR:

The details of loans and advances accepted from directors of the Company and relativesof directors as on 31st March 2022 given below:

(Rs in Lakhs)
Sr. Name of No. person Designation Loan Taken during the year Loan repaid during the year Balance as on 31st March 2022
Vijay 1 Gupta Managing Director 51.22 54.62 150.00
Priti 2 Gupta Whole -Time Director 15.00 24.13 39.24

30. NOMINATION & REMUNERATION POLICY:

The Company has in placed a Policy on Directors' appointment and remuneration of theDirectors Key managerial Personnel (KMP) and other employees including criteria fordetermining qualifications positive attributes independence of a Director and othermatters. The Policy is in compliance with the provisions of the Companies Act 2013 readwith the Rules made therein and is formulated to provide a framework and set standards.The detailed Nomination & Remuneration Policy of the Company is placed on theCompany's website and can be viewed at: https://softtech-engr.com/wp-content/uploads/Nomination- and-Remuneration-Policy.pdf.

31. VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a formalmechanism to the directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The Policy provides for adequate safeguards against victimisation ofemployees who avail the mechanism and also provides for direct access to the Chairman ofthe Audit Committee in exceptional cases. During the year under review the Company hasnot received any complaints under the said mechanism. The Vigil Mechanism / Whistle BlowerPolicy has been posted on the website of the Companyhttps://softtech-engr.com/wp-content/uploads/Vigil- Mechanism-Whistle-Blower.pdf.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Policy has set guidelines on the redressal and inquiry process that is tobe followed by aggrieved woman whilst dealing with issues related to sexual harassment atthe work place towards any women. All employees (permanent temporary contractual andtrainees) are covered under this policy.

The Company has complied with the provision relating to the constitution of theInternal Complaint Committee under The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

It may be noted that during the year 2021-22 no grievance / complaint from any womenemployee was reported.

33. MATERIAL CHANGES & COMMITMENTS BETWEEN THE DATE OF BALANCE SHEET AND THE DATEOF BOARD REPORT:

In the Board Meeting dated 27th May 2022 in order to expand businessoverseas the Board granted in principle approval for formation of subsidiaries inSingapore and UK.

Except above there have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the FinancialYear of the Company to which the Financial Statements relate and the date of the reportexcept as disclosed elsewhere in this report.

34. INDUSTRIAL RELATIONS:

The industrial relations during the year 2021-22 have been cordial. The Directors takeon record the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.

35. CORPORATE SOCIAL RESPONSIBILITY:

The Company has developed Corporate Social Responsibility Policy as per the provisionsof the Section 135 of the Companies Act 2013. In compliance of Section 135 of theCompanies Act 2013 your Company has constituted a Corporate Social Responsibility (CSR)Committee comprising of

Sr. Name of Member of No. the Corporate Social Responsibility (CSR) Committee Designation
1. Mr. Vijay Gupta Member and Managing Director
2. Mrs. Priti Gupta Member and Whole-time Director
3. Mr. Rahul Gupta Member and Independent Director

The details as per the requirement are annexed to this report as ‘Annexure F'.

36. PARTICULARS OF EMPLOYEE REMUNERATION:

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in ‘AnnexureG' to this Report.

37. CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review there was no change in the nature of business of theCompany.

38. THE EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION ORADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS/ SECRETARIAL AUDITOR IN THEAUDIT REPORT:

There are no qualifications or adverse remarks in the Statutory Auditors' Report whichrequire any clarification/ explanation. The notes on financial statements and comments byStatutory Auditors are self-explanatory and need no further explanation.

Observation by Secretarial Auditor Explanation by the Board
The Listed entity got its securities listed on the Main Board of BSE Limited effective from 25th February 2022 and as on 31st March 2022. However the Company has not filed application for in principle approval for the ESOP Scheme of the Company as required under Regulation 10 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021. The Company is in process to file an application for obtaining in principle approval for the ESOP Scheme.
The Company has unspent CSR amount for 2021-22 which is proposed to be transferred to the funds specified under Schedule VII of the Act. The unspent balance will be transferred to specified funds by 30th September 2022 in Compliance with the Companies Act 2013.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S FUTURE OPERATIONS:

The Company has not received any such orders from regulators or courts or tribunalsduring the year which may impact the going concern status of the Company or itsoperations.

40. OTHER DISCLOSURES

i. The Company is not required to maintain cost records as specified by the CentralGovernment under section 148 of the Act.

ii. No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the Financial Year along withtheir status as at the end of the Financial Year is not applicable.

iii. The requirement to disclose the details of difference between amount of thevaluation done at the time of onetime settlement and the valuation done while taking loanfrom the Banks or Financial Institutions along with the reasons thereof is not applicableto the Company.

41. ACKNOWLEDGEMENT:

Your directors would like to express their heartfelt gratitude to all BankersGovernment Authorities Customers Vendors and Business Partners for their continuedsupport and association. The directors would also like to express their appreciation tothe employees of the Company for their dedicated individual and collective contributionin the overall growth of the Company.

For and on behalf of the Board of Directors
SOFTTECH ENGINEERS LIMITED
VIJAY GUPTA
CHAIRMAN & MANAGING DIRECTOR
DIN: 01653314
DATE: 12.08.2022
PLACE: PUNE

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