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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

Springform Technology Ltd. (SPRINGFORMTECH) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting 41st Annual Report of SpringformTechnology Limited ("the Company") along with the audited financial Statementsof the Company for the financial year ended March 31 2021.

1. Financial Summary:

During the year under review performance of the Company is as under:

Particulars 2020-21 Current Year (Rs. in Lakhs) 2019-20 Previous Year (Rs. in Lakhs)
Revenue from Operations 67.68 69.80
Other Income NIL NIL
Total Revenue 6768 69.80
Expenditure 58.64 60.38
Profit before Prior period Items & tax 9.04 942
Less: Prior period Items NIL NIL
Profit before tax 904 9.42
Less: Tax Expense 2.35 2.45
Profit after tax 6.69 6.97
Add: Balance b/f from the previous year 50.57 43.60
Balance Profit c/f to the next year 57.26 50.57

During the year under review Revenue from operation of Company is decreased by 3.04 %.Total Revenue from operation for FY 2020-21 is Rs. 6767540 /- as compared to Rs.6979700/-for FY 2019-20.

During the year under review Net Profit of Company is decreased by 4.06%. Total NetProfit for FY 2020-21 is Rs.668880/- as compared to Net profit of Rs.697190/- for FY2019-20.

Since the Company does not have any subsidiaries associates and joint venturecompanies during the year under review it does not need to consolidate its accounts.

2. Capital Structure

There is no change in the Authorised Share Capital and Paid-up Share Capital of theCompany during the year.

3. Transfer To General Reserves

An amount of Rs 669000/- has been transferred to General Reserves from the profits ofthe year under review.

4. Dividend

During the year under review your Board do not recommend any dividend and wish toplough back the profits.

5. Business Performance during the year

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.

The Company could continue its services during Pandemic however the business wasslightly affected.

6. Material Changes and Commitment

There are no material changes or commitments affecting the financial position of theCompany between the end of the financial year to which this financial statement relate andthe date of this report.

7. Subsidiary Joint Venture Or Associate Companies

The Company does not have any Subsidiary Joint Venture or an Associate Company.

8. Directors and Key Managerial Personnel

The Company has a professional Board with an optimal combination of Executive Non-Executive Independent Director (two Women Directors) who brings on table the right mixof knowledge skills and expertise and help the Company in implementing the best CorporateGovernance practices.

Mr. Prasana Chandramani Prushty (DIN: 07278029) and Mr Kishor Shah (DIN: 00945921)have resigned as Director with effect from January 20 2021 and August 13 2021respectively. The Board places on record its appreciation for the valuable contributionmade by both the Directors during their tenure.

In accordance with the Section 152 of the Companies Act 2013 (hereinafter referred toas " the Act") Mr. Pankaj Shah being liable to retire by rotation at ensuingAnnual General Meeting of the Company has offered himself for re-appointment. The Board ofDirectors recommends the resolution for re-appointment of Mr. Pankaj Shah for the approvalof the members of the Company at the ensuing Annual General Meeting.

The Board of Directors had appointed Mrs. Rupali Pankaj Shah (DIN: 06955564) as anAdditional Director effective from 13th August 2021. Pursuant to provisions ofSection 161(1) of the Act she will hold the office as such upto the date of the ensuingAnnual General Meeting. The Board of Directors recommends the resolution for appointmentof Mrs. Rupali Pankaj Shah for the approval of the members of the Company at the ensuingAnnual General Meeting

A brief profile and other details relating to the Directors seeking appointment/reappointment is furnished in the Notes below.

The following persons have been designated as the Key Managerial Personnel of theCompany pursuant to Sections 2(51) and 203 of the Act read with the Rules framedthereunder:

Sr. No. Name DIN/PAN Designation Tenure
1. Mr. Pankaj Shah 00945911 Managing Director On going
2. Ms. Nina Sardesai BRNPS3851G Chief Financial Officer On going
3. Ms Aastha Khandelwal ACS 62028 Company Secretary Appointment w.e.f March 01 2021

9. DECLARATION BY INDEPENDENT DIRECTORS

During the year under review in terms of Section 149 of the Act and Regulation 16(1)of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 (referredto as "Listing Regulations") Ms. Bharvi Mansukhlal Shah and Ms. KrutikaGhadigoakar are the Independent Directors of the Company.

The Independent Directors have submitted a declaration that both of them meet with thecriteria for independence as laid down under Section 149(6) of the Act read with Rulesframed thereunder and Regulation 16 of the Listing Regulations. They are not aware of anycircumstance or situation which exists or is anticipated that could impair or impacttheir ability to discharge their duties with an objective independent judgment and withoutany external influence as required under Regulation 25 of Listing Regulations.

The Independent Directors of the Company possess requisite qualifications experienceand expertise and they hold highest standards of integrity.

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.

10. Committees of the Board

The Company has two (2) duly constituted Committees of the Board namely AuditCommittee and Nomination and Remuneration Committee as per the provisions of the Act. Boththe Committees comprises of majority of Independent Directors.

a- Audit Committee: During the year under review the Audit Committee met 4 (four)times namely on June 30 2020 September 14 2020 November 13 2020 and February 122021. During the year under review recommendation of Audit Committee were accepted by theBoard. The Audit Committee consists of the following members;

(i) Ms. Bharvi Shah Chairperson

(ii) Ms. Krutika Ghadigoakar Member

(iii) Mr. Pankaj KishorShah Member

Following is the detail of attendance of each of the members of the Audit Committee atits Meeting held during the year under review:

Sr. No. Name of the Directors

No. of Audit Committee Meetings

Entitled to Attend Attended
1. Ms. Bharvi Shah 4 4
2. Mr. Pankaj KishorShah 4 4
3. Ms. Krutika Ghadigoakar 2 2

b. Nomination and Remuneration Committee: During the year under review the Nominationand Remuneration Committee met 3 (three) times namely on November 13 2020 December 32020 and March 15 2021. The Nomination and Remuneration Committee consists of thefollowing members:

(i) Ms. Krutika Ghadigoakar Chairperson

(ii) Ms. Bharvi Shah Member

(iii) Mr. KishorShah Member

Following is the detail of attendance of each of the members of the Nomination andRemuneration Committee at its Meetings held during the year under review:

Sr. No. Name of the Directors

No. of NRC Meeting

Entitled to Attend Attended
1. Ms. Bharvi Shah 3 3
2. Mr. Kishor Shah 3 3
3. Ms. Krutika Ghadigoakar 2 2

11. Number of Meetings of the Board

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 7 (Seven ) timesnamely on June 30 2020 September 14 2020 November 13 2020 at 10.30 am November 132020 at 3 pm December 3 2020 February 12 2021 and March 15 2021.

Following is the details of attendance of each of the Directors at the Board Meetingsheld during the year under review:

Sr. No. Name of the Directors

No. of Board Meetings:

Entitled to Attend Attended
1 Pankaj Kishor Shah 7 7
2 Kishor Mavji Shah 7 5
3 Bharvi Mansukhlal Shah 7 7
4 Krutika Ghadigoakar 4 4

12. Formal Annual Evaluation by the Board and Individual Directors

The annual performance evaluation process of the Board of Directors individualDirectors and Committees was conducted for the financial year 2020-21 in accordance withthe provisions of the Act and the Listing Regulations. The performance evaluation was doneon 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 Chairman of theBoard was also evaluated after taking into account the views of Executive Directors andNon-Executive Directors in the aforesaid meeting.

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.

13. Unsecured Loan from Directors

During the year under review the Company has received unsecured loan from the ManagingDirectors of the Company.

14. Compliance of Applicable Secretarial Standards

The Company has complied with all applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.

15. Director's Responsibility Statement

As required under Section 134 (5) of the Act we state that to the best of ourknowledge and belief and according to the information and explanation obtained by themyour Directors state that:

(i) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any;

(ii) we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on March 31 2021 and of its profits for thefinancial year ended on that date;

(iii) we 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) we have prepared the annual financial statement for the financial year 2020-21 ona 'going concern' basis; and

(v) we have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.

(vi) we have devised proper systems to ensure compliance with the provisions of all theapplicable laws and that such systems are adequate and operating effectively.

16. Cost Records

The Company is not required to maintain cost records under the provisions of Section148 (1) of the Act.

17. Policy on Directors appointment and remuneration

Pursuant to the provisions of Section 134 (3) (e) of the Act the Policy of the Companyon the Appointment and Remuneration of the Directors includes criteria for determiningqualifications positive attributes and independence of a Director and other mattersprovided under Section 178 (3) of the Act is annexed as "Annexure A".

The Policy on Appointment and Remuneration of the Directors as approved by the Board isavailable on the website of the Company and can be accessed through the web linkhttp://www.springformtech.com/ComorateGovernance/RemunerationPolicy.html

18. Particulars of Loans Guarantees or Investments under Section 186 of the Act

During the year under review your Company has neither given any loan nor made anyinvestment or provided securities which are covered under the provisions of Section 186 ofthe Act.

19. Related Party Transactions

The Company has adequate procedures for identification and monitoring of related partytransactions. All the transactions entered into with the related parties during the yearunder review were on arm's length basis and were in the ordinary course of business.

All related party transactions were placed before the Audit Committee and the Board forapproval wherever required. For details on related party transactions members may referto the notes to the financial statement. The Policy on Related Party Transactions asapproved by the Board is available on the Company's website and can be accessed throughthe web link as below:

http://www.springformtech.com/PDF/PolicyonRPT.pdf

Pursuant to the provisions of Section 134{3)(h) of the Act the particulars ofcontracts or arrangements with related parties referred to in Section 188(1) of the Actand prescribed in Form AOC-2 of Companies (Accounts) Rules 2014 is annexed to thisReport as "Annexure B".

20. Conservation of Energy Technology Absorption Foreign Exchange Earnings &Outgo

The information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo as required under Section 134 (3)(m) of the Act read with Rule8(3) of the Companies (Accounts) Rules 2014 is furnished in "Annexure C".

21. 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 Boardidentified potential risk assess their potential impact and takes timely action tomitigate the same. The Board is expecting due to outbreak of COVID-19 Pandemic there maybe delay in certain projects and its implementation which may have impact onprofitability the next financial year 2021-22.

22. Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has a zero tolerance towards Sexual Harassment at the work place and has inplace an Anti Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

The Company has also put in place a redressal mechanism for resolving complaintsreceived with respect to Sexual harassment and discriminatory employment practices for allgenders. The Company has constituted Internal Complaints Committee under Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. During the yearunder review there are no complaints received by the Company.

23. Corporate Social Responsibility

During the year under review the provisions of Section 135 of the Act read withCompanies (Corporate Social Responsibility Policy) Rules 2014 are not applicable to theCompany. Hence your Company is not required to approve Corporate Social ResponsibilityPolicy or constitute Corporate Social Responsibility Committee

24. Establishment of Vigil Mechanism

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 the Act your Company has built in and set up theVigil Mechanism Policy. Under this policy all the employees and Directors of the Companyare eligible to report genuine concern about unethical behavior actual or suspected fraudor violation of the Company's code of conduct or ethics policy. The Vigil Mechanism Policyhas been disclosed on the website of the Company and can be accessed through the web linkas below:

http://www.springformtech.com/CorporateGovernance/WhistleBlowerPolicv.html

25. Deposits

During the year under review the Company did not accept deposits covered under ChapterV of the Act

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 2021 is:

NIL 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 is 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 the Company:The Board of Directors affirm that remuneration is as per the Remuneration Policy of theCompany.

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. Significant and Material Orders

There is no significant material order passed by any regulators / courts / tribunalwhich would impact the going concern status of the Company and its future operations.

28. Internal Control System and Adequacy of Internal Financial Controls

The Company's internal control systems are commensurate with its size and the nature ofits operations The financial controls are tested for operating effectiveness throughongoing monitoring and review process by the management and also independently by InternalAuditor The Audit Committee also deliberates with the members of the managementconsiders the systems as laid down and meets the internal auditors and statutory auditorsto ascertain their views on the internal financial control systems. Further details areprovided in the Management Discussion and Analysis Report which forms a part of the AnnualReport.

29. Employee Stock Option Plan (ESOPs)

The Company does not have any Employee Stock Option Scheme/ Plan.

30. Annual Return

Pursuant to Sections 134(3)(a) and 92(3) of the Act read with Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return in e-form MGT-7 may beaccessed on the Company's web link at the http://www.springformtech.com/PDF/Form MGT- 72020-21.pdf

31. Statutory Auditors

The members at the 40th Annual General Meeting had approved appointment ofM/s. Vandana V. Dodhia & Co. Chartered Accountants Mumbai (Firm Registration No.117812W) as Statutory Auditor of your Company for a period of five year till theconclusion of 45th Annual General Meeting subject to ratification at everyAnnual General Meeting. Accordingly their appointment is proposed to be ratified in theensuing 41st Annual General Meeting of the Company. They have given theirconsent and confirmed their eligibility for the proposed ratification of their appointmentto act as the Statutory Auditor of the Company for the F.Y 2020-21.

The explanations / comments made by the Auditors are self-explanatory and hence do notrequire any clarification.

32. Secretarial Audit Report

Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Board of Directors had appointed Mrs. Amita Desaiof M/s. Amita Desai & Co. Practicing Company Secretaries Mumbai (FCS 4180 and CPNo.2339) to undertake the Secretarial Audit of the Company for the year under review. TheSecretarial Audit Report is attached to this Report in "Annexure D".

During the year under review the Secretarial Auditor has not reported any matter underSection 143 (12) of the Act and therefore no details are required to be disclosed underSection 134 (3) (ca) of the Act.

The Board proposes to reappoint Mrs. Amita Desai of M/s. Amita Desai & Co.Practicing Company Secretaries Mumbai (FCS 4180 and CP No.2339) as the SecretarialAuditor of the Company for the financial year 2021-22.

With respect to the qualification made by the Secretarial Auditor in their Report themanagement submit as below:

1. Regarding remark that the shareholding of all promoter(s) and promoter group isstill not in dematerialized form the Board state that Mr. Pankaj K. Shah Promoter hasapplied for getting his shares dematerialized and the Company shall ensure that the samewill be complied soon;

2. Regarding remark tbm there has been delay in appointment: of Company Sen'otary laythe Company the Board states that such delay occurred during nationwide lock down due toCOVID-19 global pandemic.

3. Company for the fourth (4th) quarter and year ended March 31 2021 withBombay Stock Exchange the Board states that the same was due to nonreceipt of BENPOS fromNational Securities Depositories Ltd. (NSDL) which was delayed for the reason of nonpayment of fees for which the Company had not received the invoice from NSDL

33. Management's Discussion and Analysis Report And Corporate Governance Report

In terms of provisions of Regulation 34(2) of the SEBI (LODR) Regulations 2015 adetailed review of the operations performance and outlook of the Company and its businessis given in the Management Discussion and Analysis Report which is presented in"Annexure E" forming part of this Annual Report.

Corporate Governance compliance and disclosure is not applicable to your Company as theCompany does not exceed the threshold limit as provided under Regulation 15(2)(a) of SEBIListing Regulations and hence the disclosure as per part C to E of Schedule V is notapplicable to your Company. The Company is required to disclose details as per part A Band F of Schedule V of Regulation 34 of Listing Regulation.

Part A is with respect to the Related Party Disclosures The Company has not enteredinto any transaction with holding company subsidiary company or with any person or entitybelonging to the promoter / promoter group which holds 10% or more shareholding in theCompany.

Part B is with respect to Management Discussion and Analysis Report which is attachedas Annexure E.

Part F is for disclosure with respect to demat suspense account / unclaimed suspenseaccount. The same is NIL.

34. Internal Auditors:

The Internal Auditor of the Company reports to the Managing Director and the AuditCommittee of Board which reviews and approves risk based annual internal audit plan.

35. Other Statutory Disclosers

During the year under review your Director states that

(a) The Company has neither made any applications against anyone nor any proceedingswere pending against the Company under the Insolvency and Bankruptcy Code 2016.

(b) The Company has not availed any loan from banks or financial institution and hencedisclosure or reporting is not required for One Time Settlement (OTS) with any banks orfinancial institution.

36. Acknowledgement

Your Directors take this opportunity to thank the support of staff customers andvendors of the Company for their continuous support and trust in the Company.

.