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Springform Technology Ltd.

BSE: 501479 Sector: IT
NSE: N.A. ISIN Code: INE02ZA01012
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Springform Technology Ltd. (SPRINGFORMTECH) - Director Report

Company director report

To

The Members

Springform Technology Limited

A-203 Suchita Enclave Maharashtra Nagar Borivali (West) Mumbai–400092

Your Directors have pleasure in presenting the 39th Annual Report ofSpringform Technology Limited along with the audited financial Statements of the Companyfor the year ended March 31 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

Particulars 2018-19 2017-18
Current Year (Rs. in Lakhs) Previous Year (Rs. in Lakhs)
Revenue from Operations 71.12 56.05
Other Income - -
Total Revenue 71.12 56.05
Expenditure 61.68 48.73
Profit/(Loss) before Prior period Items & tax 9.44 7.32
Less: Prior period Items - -
Profit/(Loss) before tax 9.44 7.32
Less: Tax Expense 4.12 1.65
Profit /(Loss) after tax 5.32 5.67
Add: Balance B/F from the previous year 38.28 32.61
Balance Profit /(Loss) C/F to the next year 43.60 38.28

Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from April 1 2016.

However Ind AS is applicable to the Company from April 1 2017 but the Company hasadopted Ind AS from April 1 2016. Financial statements for the year ended and as at March31 2016 have been restated to conform to Ind AS. Note 1 to the financial statementprovides further explanation on the transition to Ind AS.

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. COMPANY PERFORMANCE

During the year under review revenue from operation is Rs.71.12 Lacs and Net Profit ofRs.5.32 Lacs against the total revenue from operation during the previous year of Rs.56.05Lacs and Net Profit of Rs.5.67 Lacs.

3. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES

An amount of Rs. 5.32 Lacs has been transferred to General Reserves from the profits ofthe year under review.

4. DIVIDEND

Your Board wishes to plough back the profits during the year and hence do not recommendany dividend during the year under review.

5. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR

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.

6. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THECOMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes affecting the financial position of the Companysubsequent to the close of Financial Year 2018-19 till the date of this Report.

7. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES

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

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per Section 152 and other applicable provisions of the Companies Act 2013 Mr.Kishor Mavji Shah being liable to retire by rotation at ensuing Annual GeneralMeeting of the Company has offered himself for re-appointment.

Mr. Pankaj Kishor Shah ( DIN- 00945911) was appointed as Managing Director of theCompany at the 34th Annual General Meeting for a period of five years witheffect from 1st April 2014. Based on the recommendation of Nomination andRemuneration Committee and the Board his re-appointment for a term of five consecutiveyears with effect from 1st April 2019 is proposed at the ensuing 39th AnnualGeneral Meeting for approval of the Members by way of Ordinary Resolution.

During the year under review pursuant to the provisions of Section 203 of the Act theKey Managerial Personnel of your Company are:• ?Mr. Pankaj Shah Managing Director

• Ms. Nina Sardesai Chief Financial Officer and

• Ms. Shilpa Agarwal Company Secretary & Compliance officer.

During the year under review Ms. Mahima Ved (ACS 41198) resigned as Company Secretary& Compliance officer with effect from October 29 2018.

Ms. Shilpa Agarwal ( FCS 8608 ) was appointed as theCompany Secretary & Complianceofficer of the Company with effect from January 01 2019.

INDEPENDENT DIRECTORS

During the year under review in terms of Section 149 of the Act and Regulation 16(1)of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015(referred to as "Listing Regulations") Mr. Prasana Prushty and Ms Bharvi Shahare the Independent Directors of the Company as on March 31 2019. The IndependentDirectors have submitted a declaration that each of them meet the criteria forindependence as laid down under Section 149(6) of the Act read with Rules framedthereunder 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.

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 Independent Directors.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of the following members;

a. Mr. Prasana Prusty-- Independent Director

b. Ms. Bharvi Shah--Independent Director

c. Mr. Pankaj Kishor Shah—Managing Director

DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following members;

a. Mr. Kishor Shah—Non-Executive Director

b. Ms. Bharvi Shah--Independent Director

c. Mr. Prasana Prusty-- Independent Director

ANNUAL EVALUATION OF PERFORMANCE OF BOARD

Your Company is highly committed and having dedicated professional as Directors on theBoard of the Company. The annual evaluation process of the Board of Directors individualDirectors and Committees was conducted in accordance with the provisions of the Act andthe Listing Regulations. The evaluation is done based on criteria namely the qualityquantity and timeliness of flow of information between the company management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.Additionally the Chairman of the Board was also evaluated after taking into account theviews of Executive Directors and Non-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 NRC reviewed the performance of individual Directors on the basis of criteria such asthe contribution of the individual Director to the Board and Committee Meeting likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In the Board meeting that followed the meeting of the IndependentDirectors and the meeting of NRC performance of the Board its Committees and individualDirectors was also discussed. Performance evaluation of Independent Directors was done bythe entire Board excluding the Independent Director being evaluated.

9. UNSECURED LOAN FROM DIRECTORS

During the year under review the Company has not received an unsecured loan from any ofthe Directors.

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 Board

During the year under review the Board met 7 times namely on May 29 2018 August 142018 October 9 2018 November 14 2018 December 28 2018 February 13 2019 and March29 2019:

Following is the attendance of each of the Directors at the Board Meetings held duringthe 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 7
3 Bharvi Mansukhlal Shah 7 7
4 Prasana Chandramani Prusty 7 7

Audit Committee

During the year under review the Audit Committee met 5 times namely on May 29 2018August 14 2018 November 14 2018 and February 13 2019.

Following is the attendance of each of the members of the Audit Committee at theirMeetings held during the year under review:

Sr. No. Name of the Directors No. of Audit Committee Meetings
Entitled to Attend Attended
1 Pankaj Kishor Shah 5 5
2 Bharvi Mansukhlal Shah 5 5
3 Prasana Chandramani Prusty 5 5

Nomination and Remuneration Committee

During the year under review the Nomination and Remuneration Committee met 1timenamely on December 28 2018.

Following is the attendance of each of the members of the Audit Committee at theirMeetings held during the year under review:

Sr. No. Name of the Directors No. of Audit Committee Meetings
Entitled to Attend Attended
1 Kishor Shah 1 1
2 Bharvi Mansukhlal Shah 1 1
3 Prasana Chandramani Prusty 1 1

11. 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.

12. DIRECTOR'S RESPONSIBILITY STATEMENT

As required under clause ( c) of sub-section ( 3) of section 134 of the Companies Act2013 directors to the best of their knowledge and belief state that

(i) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures ;

(ii) they have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2019 and of its profits for the year ended on thatdate;

(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; and

(iv)they have prepared the annual accounts for the year ended 31st March2019 on a ‘going concern' basis; and

(v) they have laid down internal financial controls which are adequate and areoperating 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.

13. 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.

14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

In terms of the applicable provisions of the Companies Act 2013 read with the Rulesmade thereunder your Board has formulated a Policy on appointment removal andremuneration of Directors Key Managerial Personnel and Senior Management Personnel andalso on Board diversity Succession Planning and Evaluation of Directors. The RemunerationPolicy is provided in Annexure "A".

15. ISSUE OF SHARES

The Company has not issued any kind of shares during the year under review.

16. 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.

17. 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 that the same were at arm's length and in theordinary course of business and in accordance with the provisions of Companies Act 2013and the Rules made thereunder.

Details of each of the Related Party Transaction entered into by the Company during theyear under review are annexed herewith in Form AOC-2 as "Annexure B".

All transactions with related parties are placed before the Audit Committee forapproval. Prior omnibus approval was obtained for all transactions with the relatedparties. The Audit Committee reviews all transactions entered into pursuant to the omnibusapproval so granted on a quarterly basis.

18. 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 "AnnexureC".

19. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.

20. 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 following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19.

No of complaints received: Nil
No of complaints disposed off: Nil

21. 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 2019. Hence your Company is not required to adopt the Corporate Social ResponsibilityPolicy or constitute Corporate Social Responsibility Committee during the year underreview.

22. 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 censure thereforepursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI ( ListingObligations and Disclosure Requirements) Regulation 2015 your Company has built in andset up the Vigil Mechanism Policy under this policy all the employees and Directors ofthe Company are eligible to report genuine concern about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. The VigilMechanism Policy has been disclosed on the website of the Company.

23. DEPOSITS

The Company has not accepted any deposits from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.

24. INFORMATION REGARDING REMUNERATION OF PERSONNEL

The disclosure pertaining to remuneration and other details as required to be furnishedpursuant to Section 197 ( 12) read withRule 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 2019 is NILas none of the Directors are paid any remuneration.

b. The percentage increase in remuneration of each director Chief ExecutiveOfficer Chief 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 thanthe managerial 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 asno remuneration 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 RemunerationPolicy of the Company.

The statement containing particulars of top 10 employees and the employees drawingremuneration in excess of limits prescribed under Section 197 (12) of the Act read withRule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are attached as "Annexure D".

25. 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.

26. 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 theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding 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.

27. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

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

28. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in "Annexure E".

29. STATUTORY AUDITORS

The members at the Extra Ordinary General Meeting held on 5th January 2019had appointed M/s. J. Raai Chartered Accountant Mumbai (Firm's Registration No: 108292W)as Statutory Auditors of the Company to fill the casual vacancy caused by resignation ofM/s. V. R. Renuka & Co. Chartered Accountants Mumbai for the financial year 2018-19and to hold the office from the conclusion of the Extra Ordinary General Meeting till theconclusion of ensuing Annual General Meeting of the Company at a remuneration as may befixed by the Board of Directors in consultation with them.

Accordingly their appointment is proposed to made for five (5) consecutive years thatis for FY 2018-19 to FY 2022-23 and their term shall be from 39th AnnualGeneral Meeting to 43rd Annual General Meeting to be held for the F.Y. 2022-23.They have furnished a certificate of their eligibility and consent under Section 139 (1)and 141 of the Companies Act and the Rules framed thereunder for their continuance asStatutory Auditor of the Company for the FY 2018-19 to FY 2022-23.

30. 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 appointedM/s Amita Desai & Co. Practicing Company Secretaries Mumbai to undertake theSecretarial Audit of the Company for the FY 2018-19. The Secretarial Audit Report isattached to this Report in "Annexure F". The Report contain aqualification for which the reply of the Board is given below.

31. 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 one qualification made by SecretarialAuditor in their Report with reference to the shareholding of promoter(s) and promotergroup is still not in dematerialized form as required under sub- regulation 2 ofRegulation 31 of SEBI (Listing Obligations and Disclosure Requirements) 2015. The Boardtook note and submit that the Company has already obtained connectivity with CDSL and isin process of getting connectivity from NSDL and Promoters have already applied forgetting their shares dematerialized and hence the Company shall ensure to get the samedone in due course of time during this financial year 2019-20.

32. 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 "AnnexureG".

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 F is for disclosure with respect to demat suspense account / unclaimedsuspense account. The details of the same is not given as there is no such account withthe Company.

33. 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.

34. ACKNOWLEDGEMENT

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.

FOR AND BEHALF OF THE BOARD
PANKAJ KISHOR SHAH KISHOR SHAH
MANAGING DIRECTOR DIRECTOR
ADDRESS: 7/8 Neel Kamal ADDRESS: 7/8 Neel Kamal
Roshan Nagar Borivali (West) Roshan Nagar Borivali (West)
Mumbai-400092 Mumbai-400092
Place: Mumbai
Date: August 14 2019