Springform Technology Ltd.
|BSE: 501479||Sector: IT|
|NSE: N.A.||ISIN Code: INE02ZA01012|
|BSE 05:30 | 01 Jan||Springform Technology Ltd|
|NSE 05:30 | 01 Jan||Springform Technology Ltd|
|BSE: 501479||Sector: IT|
|NSE: N.A.||ISIN Code: INE02ZA01012|
|BSE 05:30 | 01 Jan||Springform Technology Ltd|
|NSE 05:30 | 01 Jan||Springform Technology Ltd|
Your Directors have pleasure in presenting the 40th Annual Report of SpringformTechnology Limited ("the Company") along with the audited financialStatements of the Company for the financial year ended March 31 2020.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
During the year under review performance of the Company is as under:
During the year under review the Revenue from operations was Rs. 69.80 Lacs ascompared to Rs. 71.12 Lacs for FY 2018-19. The Revenue has been decreased by 1.86%. TheNet Profit of Company is Rs. 6.97 Lacs for FY 2029-20 as compared to Net Profit of Rs.5.32 Lacs for FY 2018-19. The Net Profit has increased by 0.23%.
The Company does not have any subsidiaries associates and / or joint venture companiesand hence it does not require to prepare consolidated accounts.
2. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES
An amount of Rs. 6.97 Lacs has been transferred to General Reserves from the profits ofthe year under review.
Your Board wishes to plough back the profits and hence do not recommend any dividendfor the year under review.
4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR
The Company is engaged in the business of development of software dealing in hardwareand providing of information technology services. There has been no change in the businessof the Company during the year under review.
5. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY THATOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
Due to Pandemic of Covid-19 the Government of India imposed a total lockdown sinceMarch 22 2020 to curb the spread of Covid-19. The Company was required to close itsoffices and workplaces and hence your Company has started policy of Work From Home (WFH)with respect to the protection of employees and for general public. During this lock downthe business of the Company suffered in last quarter. However there will be an impact onprofitability for FY 2020-21 also which is not measurable till the normalcy is restored.
6. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture or an Associate Company duringthe year under review.
7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per Section 152 and other applicable provisions of the Companies Act 2013 Mr.Kishor Shah being liable to retire by rotation at ensuing Annual General Meeting of theCompany has offered himself for re-appointment.
On the recommendation of Nomination and Remuneration Committee the Board of Directorshas appointed Ms. Krutika Rajendra Ghadigaonkar (DIN: 08958861) as an Additional Directorand Non-Executive Independent Director in the Board Meeting held on 13thNovember 2020 and also re-appointed Ms. Bharvi Mansukhlal Shah (DIN: 07148438) as anIndependent Non-Executive Director for another term of five years with effect from 28thSeptember 2020.
Details of the proposal for appointment / re-appointment of Directors are mentioned inthe Explanatory Statement of the Notice of the 40th Annual General Meeting ofthe Company pursuant to Section 102 of the Companies Act 2013. Their appointments areappropriate and in the best interest of the Company. The members are requested to considertheir appointment/ reappointment in ensuing 40th Annual General Meeting.
The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and they hold highest standards ofintegrity. The Independent Directors of the Company have confirmed compliance of relevantprovisions of Rule 6 of the Companies (Appointments and Qualifications of Directors)Rules 2014.
The Company has familiarization program for the Independent Directors of the Company tofamiliarize them about the business model of the Company their roles rightsresponsibilities in the Company nature of industry in which the Company operates andrelated matters.
The Company has two Key Managerial Personnel namely Mr. Pankaj Kishor Shah as ManagingDirector and Ms. Nina Jayaraman Sardesai as Chief Financial Officer of the Company.
During the year under review Ms. Shilpa Agarwal (FCS 8608) has resigned from the postof Company Secretary & Compliance officer with effect from November 05 2019. TheCompany has appointed Mr. Mohit Paresh Patel (ACS 58961) as a Company Secretary andCompliance Officer with effect from December 01 2019 however he has also resigned witheffect from March 17 2020.
8. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of your Company have submitted the declaration confirmingthat they meet the criteria of independence as prescribed under the Act and Regulation 25of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as "Listing Regulations") and they are not disqualifiedfrom continuing as Independent Directors.
9. COMMITTEES OF THE BOARD
The Company has 2 (two) Committees of the Board namely Audit Committee and Nominationand Remuneration Committee. Both the Committees comprises of majority of IndependentDirectors.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
The Audit Committee consists of the following members;
1. Mr. Prasana Prusty-- Independent Director
2. Ms. Bharvi Shah--Independent Director
3. Mr. Pankaj Kishor ShahManaging Director
DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of the following members:
1. Mr. Kishor Shah-Non-Executive Director
2. Ms. Bharvi Shah-Independent Director
3. Mr. Prasana Prusty-Independent Director
10. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEE
A calendar of meetings is prepared and circulated in advance to the Directors. TheBoard meets at regular intervals to discuss and decide on Company / business policy andstrategy. The notice and agenda with notes on each agenda item for the Board Meeting iscirculated at least a week prior to the date of the meeting.
Meeting of the Board
During the year under review the Board met 5 times namely on May 29 2019 August 142019 November 14 2019 December 12 2019 and February 10 2020:
Following is the attendance of each of the Directors at the Board Meetings held duringthe year under review:
During the year under review the Audit Committee met 4 times namely on May 29 2019August 14 2019 November 14 2019 and February 10 2020:.
Following is the attendance of each of the members of the Audit Committee at theirMeetings held during the year under review:
Nomination and Remuneration Committee:
During the year under review the Nomination and Remuneration Committee met 2 timenamely only on May 29 2019 and November 14 2019.
Following is the attendance of each of the members of the Nomination and RemunerationCommittee held during the year under review:
Due to Pandemic of COVID-19 and the nationwide lockdown situation since March 252020 the Ministry of Corporate Affairs (MCA) had granted relaxation on March 24 2020from the mandatory requirement of holding meetings of the Board of the companies withinthe intervals of not more than 120 days as provided in section 173 of the Companies Act2013 and the relaxation is granted by extending that period to 180 days for two quartersi.e. April to June and July to 30th September 2020.
11. ANNUAL EVALUATION OF PERFORMANCE OF BOARD
Your Company is highly committed and having dedicated professional as Directors on theBoard of the Company. The annual performance evaluation process of the Board of Directorsindividual Directors and Committees was conducted in accordance with the provisions of theAct and the Listing Regulations. The performance evaluation was done on
the basis of criteria namely the quality quantity and timeliness of flow ofinformation between the company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties. Additionally the Managing Directorwas also evaluated after taking into account the views of other Directors.
The Board evaluated its performance after seeking inputs from all the directors on thebasis of criteria such as the Board composition and structure effectiveness of Boardinformation and functioning etc. Further the performance of the Committees was evaluatedby the Board after seeking inputs from the committee members on the basis of criteria suchas the composition of committees effectiveness of committee meetings etc. The Board andthe Nomination and Remuneration (NRC) committee reviewed the performance of individualDirectors on the basis of criteria such as the contribution of the individual Director tothe Board and Committee Meeting like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In the Board meetingthat followed the meeting of the Independent Directors and the meeting of NRC committeethe performance of the Board its Committees and individual Directors was also discussed.Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated.
12. UNSECURED LOAN FROM DIRECTORS
During the year under review the Company has not received any unsecured loan from anyof the Directors.
13. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors states that Company has complied with all applicable SecretarialStandards issued be Institute of Company Secretaries of India revised and notified onOctober 01 2017.
14. DIRECTOR'S RESPONSIBILITY STATEMENT
As required under Section 134 (5) of the Companies Act 2013 Directors to the best oftheir knowledge and belief state that:
(i) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards have been followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2020 and of itsprofits for the financial year ended on that date;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) they have prepared the annual accounts for the financial year ended 31stMarch 2020 on a 'going concern' basis; and
(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and are operating effectively.
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
15. MAINTAINENCE OF COST RECORDS
The Company is not required to maintain Cost Records as specified by the CentralGovernment under Section 148 (1) of the Companies Act 2013.
16. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Appointment and Remuneration Policy of the Company includes criteria fordetermining qualifications positive attributes and independence of a Director and policyrelating to the remuneration of Directors Key Managerial Personnel and other employees isframed with the object of attracting retaining and motivating talent which is required torun the Company successfully. The same is available on the website of the Company at thelink http://www.springformtech.com/CorporateGovernance/RiskManagementPolicy.html
17. ISSUE OF SHARES
The Company has not issued any kind of shares or debentures during the year underreview.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013
All transactions with the related parties entered into during the year under reviewwere approved by the Board/Audit Committee. Further those were at arm's length and in theordinary course of business and in accordance with the provisions of Companies Act 2013and the Rules made there under. Details of each of the Related Party Transaction enteredinto by the Company during the year under review are annexed herewith in Form AOC-2 as"Annexure A". All transactions with related parties are placed before theAudit Committee for its prior approval.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in "AnnexureB".
21. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Board has adopted a risk management policy where various risks faced by the Companyhave been identified and a framework for risk mitigation has been laid down. The Boardregularly monitor review and control risks and discus factors and measure to implement tomitigate the risk. The Board is expecting due to COVID-19 outbreak of Pandemic there maybe delay in certain projects and its implementation which may have impact onprofitability the next year 2020-21 however your Board is considering to use thischallenging time in developing collaboration and developing client relationship.
22. 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. Further the Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Company has not receivedany complaints of sexual harassment during the year under review.
23. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company as on March31
2020. Hence your Company is not required to adopt the Corporate Social ResponsibilityPolicy or constitute Corporate Social Responsibility Committee during the year underreview.
24. VIGIL MECHANISM POLICY
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations and in order to maintain these standards the Companyencourages the employees to voice their genuine concerns without fear of censuretherefore pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015. Your Company has builtin and set up the Vigil Mechanism Policy under this policy all the employees andDirectors of the Company are eligible to report genuine concern about unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The Vigil Mechanism Policy has been disclosed on the website of the Company the link at http://www.springformtech.com/CorporateGovernance/WhistleBlowerPolicy.html
25. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public and as such there is noamount on account of principal or interest on deposit from public was outstanding in termsof the Companies (Acceptance of Deposits) Rules 2014.
26. INFORMATION REGARDING REMUNERATION OF PERSONNEL
The disclosure pertaining to remuneration and other details as required to be furnishedpursuant to Section 197 (12) read with Rule 5(1) of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 are as follows:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year ended on 31st March 2020 isNIL as none of the Directors are paid any remuneration.
b. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year - NIL.
c. The percentage increase in the median remuneration of employees in the financialyear is - NIL.
d. The number of permanent employees on the rolls of Company : Eight (8).
e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NIL as noremuneration was paid to any managerial personnel during the year under review.
f. Affirmation that the remuneration is as per the remuneration policy of theCompany: The Board of Director affirms that remuneration is as per the Remuneration Policyof the Company.
The Company does not have any employee drawing remuneration in excess of limitsprescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
27. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by any regulators / courts / tribunalwhich would impact the going concern status of the Company and its future operations.
28. INTERNAL FINANCIAL CONTROLS AND ADEQUACY
According to Section 134(5)(e) of the Act the term Internal Financial Control ('IFC')means the policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Company's internal control systems are commensuratewith its size and the nature of its operations. The Audit Committee also deliberates withthe members of the management considers the systems as laid down and meets the internalauditors and statutory auditors to ascertain their views on the internal financial controlsystems. Further details are provided in the Management Discussion and Analysis Reportwhich forms a part of the Annual Report .
Due to the COVID-19 Pandemic the Company evaluated the effectiveness of existinginternal controls and offered alternate controls in work-from-home environment datainaccessibility absence of authorized person etc.
29. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
The Company does not have any Employee Stock Option Scheme/ Plan.
30. EXTRACT OF ANNUAL RETURN
The extract of Annual Return under sub section 3 of Section 92 of the Companies Act2013 in Form MGT-7 is uploaded on the website of the Company and link at http://www.springformtech.com/Company/Investors.html
The provision of Section 134(3) has been amended by Companies (Amendment) Act 2017w.e.f. 31.07.2018 i.e. as per notification dated 31st July 2017 provision in relation toMGT- 9 has been removed from Section 134 and a new provision added which prescribed theweb-link of such Annual Return shall be disclosed in the Board's Report.
31. STATUTORY AUDITORS
M/s. J. Raai Chartered Accountants Mumbai (Firm's Registration No: 108292W)Statutory Auditor of the Company has resigned from the post of Auditor w.e.f. October 312020.
Your Board has approached M/s. Vandana V. Dodhia & Co. Chartered Mumbai (Firm'sRegistration No: 117812W) for appointment as a Statutory Auditor of the Company for aperiod of five (5) years and who shall hold office the conclusion of 40thAnnual General Meeting till the conclusion of the 45th Annual General Meetingof the Company.
The Company has received an eligibility letter and consent letter from M/s. Vandana V.Dodhia & Co. Chartered Accountant Mumbai (Firm's Registration No: 117812W) givingtheir consent for appointment as a Statutory Auditor of the Company for a period of 5years if appointed. Your Board proposes their appointment as the Statutory Auditors ofthe Company in the ensuing 40th Annual General Meeting of the Company for 5years that for FY 2020-21 to 2024-25.
32. SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointedMs. Amita Desai of M/s. Amita Desai & Co. Practicing Company Secretaries Mumbai toundertake the Secretarial Audit of the Company for the FY 2019-20. The Secretarial AuditReport is attached to this Report in "Annexure C".
33. EXPLANATION ON AUDITORS REPORTS
A. Auditors Report
The explanations / comments made by the Auditors are self-explanatory and hence do notrequire any clarification
B. Secretarial Report
The explanation made by the Board relating to qualification made by Secretarial Auditorin their Report as mentioned below:
1. Regarding remarks of Secretarial Auditor that the shareholding of all promoter(s)and promoter group is still not in dematerialized form as required under sub- regulation 2of
Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) 2015 yourBoard states that the Shareholding of Mr. Kishor M. Shah has been dematerialized now andMr. Pankaj K. Shah have already applied for getting his shares dematerialized and hencethe Company will try to comply to the requirements in this current financial year that is2020-21;
2. Regarding remarks of Secretarial Auditor that The Website of the Company isnot updated as required under Regulation 46 of SEBI (Listing Obligations and DisclosureRequirements) 2015 as it does not have(a) Email address for grievances redressal andother relevant details (b) contact information of the designated officials who isresponsible for assisting and handling investor grievances and (c) shareholding patternyour Board states that the Company shall ensure the compliance of the same at itsearliest.
34. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT
A separate section on Management Discussion and Analysis as per Regulation 34 ofListing Regulation and Para B of Schedule V is attached to this Report in "AnnexureD".
Corporate Governance compliance and disclosure is not applicable to your Company as theCompany does not fit in to criteria for such disclosure requirement as per Regulation 15(2) of Listing Regulation and hence the disclosure as per part C to E of Schedule V is notapplicable to your Company.
The disclosure required under Regulation 34 of Listing Regulation and para A B and Fof Schedule V is applicable to the Company. Para A is with respect to the Related PartyDisclosure which has been complied with as per Accounting Standard on Related PartyDisclosure. Part B is with respect to Management Discussion and Analysis Report and Part Fis for disclosure with respect to demat suspense account / unclaimed suspense account. Thedetails as required in Part F are not given as there is no such account with the Company.
35. REPORTING OF FRAUDS
During the year under review there have been no frauds reported by the StatutoryAuditors of the Company under sub-section (12) of Section 143 of Companies Act 2013.
Your Directors record their appreciation for the full co-operation received from thebanks other agencies and departments. The Directors are also thankful to staff andworkers for their sincere co-operation and performance. The Directors also thankcustomers business partners vendors investors and lenders of the Company for theircontinuous support.