Svam Software Limited
Your Directors have pleasure in presenting the 27th Annual Report of theCompany together with the Audited Accounts for the financial year ended March 31st2019.
FINANCIAL SUMMARY HIGHLIGHTS
| || ||(Amount in र) |
|PARTICULARS ||F.Y. 2018-19 ||F.Y. 2017-18 |
|Revenue ||6860235.00 ||22370085.00 |
|Other Income ||6489805.00 ||5266223.00 |
|Total Expenses ||13093665.00 ||26510753.00 |
|Profit/ (loss) before exceptional item and tax ||256375.00 ||1125555.00 |
|Add: Exceptional Items ||116017.00 ||0.00 |
|Profit/ (loss) before tax for the year ||372392.00 ||1125555.00 |
|Less: Income tax and deferred tax expenses ||(583450.00) ||147469.00 |
|Profit after tax for the year ||955842.00 ||1273024.00 |
|Other Comprehensive Income/Loss ||0 ||(3528650.00) |
|Total Comprehensive Income(Loss) for the Year ||955842.00 ||(2255627.00) |
|Balance brought forward from the previous year ||13438234.00 ||(11182607.00) |
|Add/ (less): profit/ (loss) during the year ||955842.00 ||(2255627.00) |
|Balance carried forward ||(12482392.00) ||(13438234.00) |
CHANGE IN NATURE OF BUSINESS
During the year there was no change in nature of business of the company but added onemore business line by altering its Memorandum of Association of company w.e.f. 28thSeptember 2018 to carry on business of securities trading in main objects of the companywhich is also approved by Register of Companies.
COMPANY'S STATE OF AFFAIRS
Your Company has delivered another year during the year company's performance wasslightly better than previous year and management is working upon to maintain thisadvancement for future year as well so that performance would be better.
DETAILS OF DIRECTORS AND KMP
|S.NO. ||NAME ||DESIGNATION |
|1. ||Mr. Sudhir Kumar Agarwal ||Director |
|2. ||Mrs. Manisha Agarwal ||Managing Director |
|3. ||Mr. Virender Kumar Gupta ||Director/ Chief Financial Officer (C.F.O.) |
|4. ||Mr. Harshwardhan Koshal ||Director |
|5. ||Mrs. Ambika Agarwal ||Director |
|6. ||Mr. Ankit Kumar Agarwal ||Director |
|7. ||Mr. Manish Kumar Singh ||Company Secretary |
DETAIL OF DIRECTORS AND KMP WHO HAVE APPOINTED AND RESIGNED DURING THE YEAR
|S.NO. ||NAME ||EVENT |
|1. ||Mr. Mohit Nehra ||Cessation as Company Secretary cum Compliance Officer w.e.f. 18th January 2019. |
|2. ||Mr. Ankit Kumar Agarwal ||Appointed as Independent Director w.e.f. in Annual General Meeting held on 28th September 2018 who was appointed as additional director in 28th May 2018. |
|3. ||Mrs. Manisha Agarwal ||Appointed as Managing Director w.e.f. 15th January 2018 being approved by members of the company in Annual General Meeting held on 28th September 2018. |
|4. ||Mrs. Ambika Agarwal ||Appointed as Independent Director w.e.f. in Annual General Meeting held on 28th September 2018 who was appointed as additional director in 14th August 2018. |
* However after the financial year end Mr. Manish Kumar Singh was appointed asCompany Secretary Cum Compliance Officer w.e.f. 28th May 2019.
ROTATION OF DIRECTOR
Mr. Sudhir Kumar Agarwal (DIN: 00024935) is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment.
SUBSIDIARY JOINT-VENTURE & ASSOCIATE COMPANIES
As on 31st March 2019 the Company has no Subsidiary company Joint-Venture orAssociate companies.
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 was not in compliance with the requirements of chapter Vof Companies Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There was no significant and material orders passed by the regulators or courts ortribunals that impacts the going concern status and company's operations in future.
The company Profit has increased as compared to last year. Even though the provisionsof Companies Act 2013 regarding corporate social responsibility are not attracted to thecompany yet the company has been indulged in the enhancement of shareholder value throughsound business decisions prudent to financial management and high standard of ethicsthroughout the organization.
The Board of the company has transferred र 955842/- to reserves for futuregrowth and expansion of the company.
The Board has not recommended any dividend for the year 2018-19 and therefore there isno liability arises for the payment of Dividend Distribution Tax (DDT).
STATE OF COMPANY'S AFFAIRS
There was change in states of the company's affairs during the year 2018-19. Newbusiness activity has been added in main object clause of the Memorandum of Association ofthe Company by inserting Clause 6 after existing Clause 5 as To carry on business oftrading buying selling underwriting investing acquiring and holding of sharesstocks debentures debenture stock bonds obligation commodities futures or securitiesof any kind of State Government Public or Private companies or of body corporate or anyother entities whether in India or elsewhere either singly or jointly whether in India orelsewhere in any manner on any Stock Exchange and National Stock Exchange or any otheronline medium".
MATERIAL CHANGES AND COMMITMENT THAT AFFECT THE COMPANY'S FINANCIAL POSITION
There was no material change during the year 2018-19 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 in industry during the last year 2018-19 which had impactson company's performance.
CAPITAL AND DEBT STRECTURE
The Authorised Capital of the company is र 300000000.00/- and paid up EquityShare Capital as on 31st March 2019 was र168890000.00/-@ र 10/- per share.There was no change in the capital structure of company and company has not issued any newshare or convertible securities during the year 2018-19. The Company not issued shareswith differential voting rights nor granted stock options nor sweat equity. Instead ofabove that the company was not issued any debentures bonds warrants or any nonconvertible securities during the year 2018-19.
The company has not held any shares in trust for the benefit of employees where thevoting rights are not exercised directly by the employees.
MEETING OF BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe Seven (7) Board Meetings held. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
During the year F.Y.1st April 2018 to 31st March 2019 theboard of directors met Seven (7) which are held on 12.04.2018 28.05.2018 14.08.201801.09.2018 13.11.2018 18.01.2019 & 13.02.2019.
|NAME OF DIRECTOR ||DATE OF APPOINTMENT ||JUSTIFICATION FOR APPOINTMENT |
|Mr. Harshwardhan Koshal ||02.12.2015 ||He has skills experience and knowledge to discharge its functions and duties effectively. |
|Mr. Ankit Kumar Agarwal ||28.05.2018 ||He has skills experience and knowledge to discharge its functions and duties effectively. |
|Mrs. Ambika Agarwal ||14.08.2018 ||She has skills experience and knowledge to discharge its functions and duties effectively. |
DECLARATION BY INDEPENDENT DIRECTOR
The company has three (3) Independent Directors i.e. Mr. Harshwardhan Koshal Mrs.Ambika Agarwal and Mr. Ankit Kumar Agarwal. The company has received necessary declarationfrom Directors under section 149 of the companies Act 2013 and that the IndependentDirectors have complied with the Code for Independent Directors prescribed in Schedule IVto the Companies Act 2013.
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 2019 the Board had Six (6) 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 or Cost Auditor in their audit reports.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan or guarantees or securities and no investment madeduring the year 2018-19 covered under the provisions of section 186 of the Companies Act2013.
COMPOSITION OF AUDIT COMMITTEE
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 2018 to 31st March 2019 theAudit Committee met four (4) which are held on 28.05.2018 14.08.2018 13.11.2019 &13.02.2019.
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 the Corporate Governance Report which forms part of this AnnualReport.
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 February 13 2019 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
Mr. Sudhir Kumar Agarwal will be liable to retire by rotation in the Annual GeneralMeeting whose resolution for re-appointment in the ensuing 27th 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 at the 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 and Analysis 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 relevant Rules framed thereunder 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 the 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.
INDEPENDENT DIRECTOR MEETING
During F.Y. 2019 one (1) meeting of the Independent Directors was held on 12thFebruary 2019. 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 policy.
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 impact the going concern status and company's operations infuture.
M/S MOON AND COMPANY CHARTERED ACCOUNTANT (FRN 0024693N) who have been theStatutory Auditor of the Company for the F.Y. 01.04.2016 to 31.03.2021 for the term ofFive (5) Years continues to be Statutory Auditor of the Company for the F. Y. 2018-19also.
As per the MCA Notification Dated 7th May 2018 read with The Companies (Amendment)Act 2017 also read with section 139 of Companies Act 2013 there is no need to ratifythe term of auditor in every ensuing Annual General Meeting till the continuation of histerm. Hence no resolution has been inserted for ratification of Statutory Auditor. TheIndependent Auditor Report is annexed herewith in annual report.
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 COMPANY SECRETARY IN WHOLE TIME PRACTICEto undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure D" inthe Form MR-3.
EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR SECRETARIAL AUDITOR
There is no qualification or remarks by statutory Auditor Secretarial Auditor or costauditor in their reports.
COMPLIANCE WITH SECRETARIAL STANDARD
All the applicable Secretarial Standard was complied by company during the year2018-19. 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 2018-19.
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2019
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as "ANNEXURE C". Link of the websitewhere Annual Return is placed is http://svamsoftwareltd.in/corporate-announcements/annual-return-18-19.pdf.
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 Agreement 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 2019 isgiven in Report on Corporate Governance which forms a part of this Annual Report.
PARTICULARS OF EMPLOYEES
Information as per Section 134 of the Companies Act 2013 read with Companies(Particulars of Employees) Rules 1975 are given in the statement which from a part ofthis report. However as per the provisions of section 136 of the Companies Act 2013 thereport and accounts are being sent to all shareholders of the Company excluding theaforesaid information. Any shareholder interested in obtaining a copy of the particularsmay write to the Company's Registered Offices
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 toBSE where the Company's Shares are listed.
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 |
| ||Harshvardhan Koshal |
| ||Chairman |
|Date: 31.08.2019 || |
|Place: Delhi || |