Svam Software Limited
Your Directors have pleasure in presenting the 30th Annual Report of theCompany together with the Audited Accounts forthe financial year ended March 31st2022.
FINANCIAL SUMMARY HIGHLIGHTS (Amount in?)
|PARTICULARS ||F.Y. 2021-22 ||F.Y. 2020-21 |
|Revenue ||7690000 ||9259913 |
|Other Income ||6016487 ||8577184 |
|Total Expenses ||13453363 ||17251345 |
|Profit/ (loss) before tax for the year ||253124.32 ||585751 |
|Less: Income tax and deferred tax expenses ||(240262) ||(317994) |
|Total Comprehensive Income(Loss) for the Year ||12863 ||267758 |
|Balance carried forward ||12863 ||267758 |
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business of the company during the year 2021-22.
COMPANY'S STATE OF AFFAIRS
Your Company has delivered another year during the year company's performancefluctuated as bit however management isworking upon to advancement for future year sothat performance would be better.
During the year under review the Company has not accepted or remain unpaid or unclaimedany deposits covered under chapter V of the Companies Act 2013. Falling within themeaning of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
There was none of case which did not comply with the requirements of chapter V ofCompanies Act 2013.
DETAILS OF DIRECTORS AND KMP
|S.NO. NAME ||DESIGNATION |
|1. Mr. Sudhir Kumar Agarwal ||Non-Executive - Non Independent Director |
|2. Mrs. Manisha Agarwal ||Executive Director -Managing Director |
|3. Mr. Virender Kumar Gupta ||Executive Director - Non Independent Director. |
|4. Mr. Malikhan Singh Yadav ||Non-Executive - Independent Director |
|5. Mr. Adesh Kumar Agarwal ||Non-Executive - Independent Director |
DETAIL OF DIRECTORS AND KMP WHO HAVE APPOINTED AND RESIGNED DURING THE YEAR
|S.NO. NAME ||EVENT |
|1. Mr. Manish Kumar Singh (Company Secretary) ||Due to other business occupancies he resigned from the company with effect from 17/11/2021. |
|2. Mr. Malikhan Singh Yadav ||He was appointed as Additional director in the capacity of Independent director w.e.f 01/04/2021 who was regularized in AGM held on 30/09/2021 |
|3. Mr. Adesh Kumar Agarwal ||He was appointed as Additional director in the capacity of Independent director w.e.f 01/04/2021 who was regularized in AGM held on 30/09/2021 |
Miss. Sandhya Yadav was appointed as Company Secretary of the company w.e.f. 01/04/2022ROTATION OF DIRECTOR
Mr. Virender Kumar Gupta (DIN: 00869792) is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible offer herself for re-appointment.
SUBSIDIARY JOINT-VENTURE & ASSOCIATE COMPANIES
As on 31st March 2022 the Company has no Subsidiary company Joint-Venture orAssociate companies.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the regulators courts ortribunals that impact the going concern status and company's operations in future.
The company Profit has decreased as compared to last year. Still company has tried toenhancement shareholder value through sound business decisions prudent to financialmanagement and high standard of ethics throughout the organization.
The Board of the company has transferred 12863/- to reserves for future growth andexpansion of the company.
The Board has not recommended any dividend for the year 2021-22 and therefore there isno liability arises for the paymentof Dividend Distribution Tax (DDT).
STATE OF COMPANY'S AFFAIRS
There was no change in states of the company's affairs during the year 2021-22.
MATERIAL CHANGES AND COMMITMENT THAT AFFECT THE COMPANY'S FINANCIAL POSITION
There was no material change during the year 2021-22 that affect the financial positionof company and therefore no requirement was raised to disclose remedial measures.
GENERAL INFORMATION OF COMPANY
Management has overviewed of the industry in respect of our company and observed thatthere was no important change inindustry during the last year 2021-22 which had impacts oncompany's performance.
CAPITAL AND DEBT STRECTURE
The Authorized Capital of the company is 30 00 00000.00/- and paid up Equity ShareCapital as on 31st March 2022 was 16 88 90000.00/-@ ' 10/- per share. There was nochange in the capital structure of company and company has not issued any new share orconvertible securities during the year 2021-22. The Company not issued shares withdifferential voting rights nor granted stock options nor sweat equity. Instead of abovethat the company was not issued any debentures bonds warrants or any non convertiblesecurities during the year 2021-22.
The company has not held any shares in trust for the benefit of employees where thevoting rights are not exercised directlyby the employees.
MEETING OF BOARD OF DIRECTORS
The board of Directors meets time to time to discuss important matters in the interestof company. The intervening gapbetween the Meetings was within the period prescribed underthe Companies Act 2013.
During the year F.Y. 1st April 2021 to 31st March 2022 theboard of directors met eight (8) times which are held on01/04/2021 30/06/202114/08/2021 04/09/2021 09/11/2021 26/11/2021 05/02/2022 and 14/02/2022.
DECLARATION BY INDEPENDENT DIRECTOR
The company has two (2) Independent Directors i.e. Mr. Malikhan Singh Yadav and Mr.Adesh Kumar Agarwal. The company has received necessary declaration from Directors undersection 149 of the companies Act 2013 and that the Independent Directors have compliedwith the Code for Independent Directors prescribed in Schedule IV to the Companies Act2013.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive non-executive andindependent Director to maintain the independence of the Board and separate its functionsof governance and management. As of March 31 2022 the Board had Five (5) Directors.
The Policy of the company on director's appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of section 178 of Companies Act 2013is in place and maintained by on website www.svamsoftwareltd.in.
EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION RESERVATION AND ADVERSE REMARK
There was no qualification reservation and adverse remark given by Statutory AuditorSecretarial Auditor in their audit reports.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The detail of any loan or guarantees or securities and investment made during the year2021-22 covered under the provisions of section 186 of the Companies Act 2013 given undernote to the financial statement.
COMMITTEE OF BOARD
The Company's Board has the following mandatory committees:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
Details of terms of reference of the Committees Committee membership and attendance atmeetings are provided in theCorporate Governance Report which forms part of this AnnualReport.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Company duly constituted by the following members:-
|Mr. Malikhan Singh Yadav ||Chairman |
|Mr. Adesh Kumar Agarwal ||Member |
|Mr. Sudhir Kumar Agarwal ||Member |
The Audit committee has three (3) directors as members in the committee from which twothird (2/3 ) of the members were independent directors and all the members of auditcommittee were financially literate Mr. Sudhir kumar Agarwal member of audit committeehave accounting or related financial management expertise.
During the year F.Y.1st April 2021 to 31st March 2022 theAudit Committee met five (5) which are held on 30/06/2021 14/08/2021 04/09/202109/11/2021 and 14/02/2022
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company duly constituted by thefollowing members:-
|Mr. Adesh Kumar Agarwal ||Chairman |
|Mr. Malikhan Singh Yadav ||Member |
|Mr. Sudhir Kumar Agarwal ||Member |
During the year F.Y.1st April 2021 to 31st March 2022Nomination and Remuneration Committee met five (5) times01/04/2021 14/08/202104/09/2021 09/11/2021 and 26/11/2021.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance its Committees as well as the Directors individually.
The outcome of the Board evaluation was discussed by the Nomination & RemunerationCommittee and at the Board Meeting held on 26/11/2021 and improvement areas werediscussed. Details regarding process and criteria for evaluation are given in the Reporton Corporate Governance which forms a part of this Annual Report.
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT IN ANNUAL GENERAL MEETING
Mrs. Manisha Agarwal will be liable to retire by rotation in the Annual GeneralMeeting whose resolution for reappointment in the ensuing 30th Annual GeneralMeeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors report as under:
That in the preparation of the annual accounts the applicable accountingstandards have been followed.
That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company atthe end of thefinancial year and of the profit or loss of the company for that period.
That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
That the Directors have prepared the annual accounts on a going concern basis.
That the Directors had laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively.
That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe Management Discussion andAnalysis which is a part of this report.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section143 of the Act read with relevantRules framed there under either to the Company or to theCentral Government.
RELATED PARTIES TRANSACTIONS
There are no materially significant related party transactions made by the Company withthe Promoters Key Management Personnel or other designated persons which may havepotential conflict with interest of the Company at large. The AOC-2 as per the CompaniesAct 2013 has been attached herewith under "Annexure A".
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company needs not to comply with the provisions of Section 135 of Companies act2013 as the company does not fall in eligibility ambit of Corporate Social Responsibilityinitiatives.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required to be furnished under section 134 (3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology absorption and Foreign Exchange earnings and outgo is annexed in "Annexure B" herewith and forming part of this report.
BUSINESS RISK MANAGEMENT
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing t he growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.
|S no. Name ||Designation |
|1. Malikhan Singh Yadav ||Non Executive (Independent Director) |
|2. Adesh Kumar Agarwal ||Non Executive (Independent Director) |
INDEPENDENT DIRECTOR MEETING
During F.Y. 2022 one (1) meeting of the Independent Directors was held on 07thMarch 2022. The Independent Directors inter-alia reviewed the performance ofNon-Independent Directors Board as a whole and Chairman of the Company taking intoaccount the views of executive directors and non-executive directors.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policyand the same has been posted on our website..
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year there was no significant and material order passed by any regulators orcourt or tribunal which would impactthe going concern status and company's operations infuture.
G A M S & Associates LLP (FRN 0N500094) was the statutory auditor of the companyfor the FY 2021-22 who was appointed by members on 07/03/2022 in the casual vacancycaused by the resignation of M/s Moon and Company Chartered Accountants (Membership No:523034) whose term of office expires on ensuing annual general meeting.
It being eligible for re-appointment furnished its consent to act as a statutoryauditor of the company.
The Independent Auditor Report is annexed herewith.
SECRETARIAL AUDIT REPORTS
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S Richa Dhamija And Company (Practicing Company Secretary Firm) to undertakethe Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure C" in the FormMR- 3.
EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR SECRETARIAL AUDITOR
There is no qualification or remarks by statutory Auditor or Secretarial Auditor intheir reports.
COMPLIANCE WITH SECRETARIAL STANDARD
All the applicable Secretarial Standard were complied by company during the year2021-22. Applicable Secretarial Standard-1 and Secretarial Standard-2 took inconsideration while meeting of Board of Directors and General meetings are conductedduring the year. Secretarial Standard-4 was considered for preparation of Board Report ofcompany during the year 2021-22.
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH 2021
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 the Annual Return is available onthe website of the Company http://svamsoftwareltd.in/ corporate-announcements/.
DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The company has complied with the provision relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013 and also SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 whose further details are given in Report on CorporateGovernance.
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS. 2015
Your Company is committed to maintain the highest standards of Corporate Governance.Your Director adhere to the stipulations set out in the Listing Regulations with the StockExchanges and have implemented all the prescribed requirements.
Pursuant to Securities and Exchange Boards of India (Listing Obligations and DisclosureRequirements) Regulation 2015 (Listing Regulations') the Corporate GovernanceReport and the certificate from Practicing Company Secretary regarding compliance ofconditions of Corporate Governance are part of this Annual Report.
CODE OF CONDUCT COMPLIANCE
The declaration signed by the Managing Director affirming compliance with the Code ofConduct by Directors and Senior Management for the financial year ended March 31 2022 isgiven in Report on Corporate Governance which forms a part of this Annual Report.
LISTING WITH STOCK EXCHANGES
The Company has not paid the Annual Listing Fees so far for the year 2021-22 to BSEwhere the Company's Shares arelisted
Your Directors place on record their sincere appreciation of the services rendered bythe employees of the Company. They are grateful to shareholders bankers depositorscustomers and vendors of the company for their continued valued support. The Directorslook forward to a bright future with confidence.
The statements contained in the Board's Report contain certain statements relating tothe future and therefore are forward looking within the meaning of applicable securitieslaws and regulations various factors such as economic conditions changes in governmentregulations tax regime other statues market forces and other associated and incidentalfactors may however lead to variation in actual results.
|For and on behalf of the Board || |
|Svam Software Limited || |
|Manisha Agarwal ||Sudhir Kumar Agarwal |
|(Managing Director) ||(Director) |
|(DIN: 00025419) ||(DIN: 00024935) |
|Date: 05/09/2022 || |
|Place: Delhi || |