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Virtualsoft Systems Ltd.

BSE: 531126 Sector: IT
NSE: N.A. ISIN Code: INE237C01016
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OPEN 3.92
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VOLUME 300
52-Week high 4.45
52-Week low 1.90
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Virtualsoft Systems Ltd. (VIRTUALSOFTSYS) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting for your consideration andapproval the Twenty Nineth Annual Report of Your Company for the financial year endedMarch 31 2021.

1 Financial Result

(Rupees in Lacs)

PARTICULARS Year Ended 31.03.2021 Year Ended 31.03.2020
1. Income from Operations
a) Net Sales/Income From Operations 131.35 90.67
b) Other Operating Income 23.85 34.00
Total Income(a+b) 155.21 124.67
2. Expenses
a. Cost of Materials Consumed
b. Purchase of Stock in Trade 116.08 83.16
c. Change in the inventories of Finished Goods Work in Progress and Stock in Trade
d. Depreciation & Amortizations expenses 15.94 20.67
e. Employee Benefit Expenses 45.30 51.26
f) Finance cost 4.13 6.37
g). Other expenditure 28.36 23.87
Total Expenses 209.82 185.33
3. Profit (Loss)before Exceptional items and Extraordinary items and TAX (1-2) (54.61) (60.66)
4. Exceptional Items .89
5. Profit(Loss)before Extraordinary Items and tax(3-4) (55.50) (60.66)
6. Extraordinary items
7. Profit(Loss)before Tax(5-6) (55.50) (60.66)
8. TAX Expenses
Current Tax
Deferred Tax
Total Tax Expenses
9. Net Profit! (Loss)for the period (7-8) (123.67) (55.50) (60.66)
10. Other Comprehensive income/(Loss) for of the period (Net Tax Expense) (132) (1.12)
(a) Total Comprehensive income for the period (9+10)
11. Total Comprehensive income for the period(9+10) (56.82) (61.78)
12. Paid-up equity share capital (Face Value Rs. 10 each) 1029.76 1029.7
13. Earning Per equity share (EPS) (of Rs.10/- each) Not Annualized)
(a) Basic(Rs.) (0.54) (0.59)
(b) Diluted(Rs.) (0.54) (0.59)

3. BUSINESS AND OPERATIONS OF THE COMPANY

VirtualSoft -Co-creating Integrating &Optimising World's best& most innovative roaming mobile first communications & collaboration platformsApps and IT solutions to provide small and large enterprises an unbeatable communication&business productivity experience in this age hybrid work-places and phygital commerce

Video Rich Broadband and 4G mobile networks - with 5G coming in thenext few years- are revolutionizing the way we do business and run our lives. Virtual Softthrough its vReach division offer outstanding digital broadband solutions. vReach usestechnology developed in house and by our best of breed global partners to the advantage oflarge enterprises associations and media companies as well as their customers andconsumers. Broadband network& application solutions offer a convergence of voice dataand video that can be used for your enterprise - by creating and leveraging businessfunction specific virtual events - both live & on-demand and also by embeddingcontextual communication & video functionality into key enterprise processes greatlyenhancing the user experience and their productivity impact. This is ideally done throughan annual engagement contract with VirtualSoft.

A proprietary system called v Code guarantees clarity and seamlessdelivery of audio video and multimedia files across both narrowband and broadbandnetworks.

VirtualSoft has developed a world-class Enterprise CommunicationPlatform called vReach that utilizes existing corporate computing and communicationsinfrastructure to make real-time business meeting and events more cost-effective andconvenient by reducing travel and extending reach to globally dispersed customerspartners and co-workers over low and high bandwidth connections through a simple browserinterface.

VirtualSoft'svReach division also offers Rich Media content creationand migration services using proprietary technology and business methods. Over the lastmany years VirtualSoft has created near video on-demand content synchronized with Powerpoint slides and other interactive mechanisms for leading conference organizers like CIIFICCINasscomIndia Federation of Neuro Rehabilitation (IFNR) India Today ExhibitionsIndia Invest India and Sugar Technologists' Association of Indiafor leading enterprisessuch as SAPIBM India Today Gangaram Hospital Jamia Millia Islamia University MaxPublicity Communication Delhi Technological University ESRI<CILT and GEZ.

We has created over 15000 hours of such content for over 7000different conferences and training events. This content is available in CD/DVD form aswell as on knowledge on-demand servers accessible over the intranet and/or internet.

vReach has also created a Demand Generation Practice where it uses itsown and third party platforms & Databases in-house multi-media content developmentsocial media - web and telemarketing to create customized lead generation demand genchannel training & development sales enablement and customer engagement programsmainly for Business to Business brands & specially in the Technology space.

In the year under Review we continued making progress on both theDigital Demand Generation and Telecom initiatives that were launched in the past fewyears.

In Demand Generation we continued to explore in-house technologydevelopment and partnership options for next generation Virtual Events and Trade Fairplatforms aimed at Trade Associations Independent Conference and Trade Fair Organizersand Large Technology brands whom we have served for a number of years. We believe thatsuch Platforms supported by our domain competence creative and solution processesdeveloped &nurtured over the past decade will stand us in great stead as we commenceoffering a range of next generation Virtual Experience based events for demand generationcustomer engagement collaboration learning and knowledge management. This will build onthe work done in the past few years for brands like CNBC/ Web 18 Cisco Oracle and Intel- both at the India & APAC level. These upgraded and new solutions are expected to hitthe market in early to mid 2022.

The Telecom Division launched for global roaming solutions and servicesunder "Roaml" brand (www. roam1.com) in FY 2010-11. The global roaming businessportfolio was hived off into a subsidiary Roam 1 Telecom Ltd during FY 13-14 we continueto make significant progress in terms of innovative and unique product introductions andplans as well as gaining market share and acceptance - both from end -customers andchannel partners.

Our key offerings in Roam 1 Telecom Ltd are based on Global orRegional (e.g Europe) Single Sim Product or Platform that contains multiple IMSIProfiles or local country specific numbers - typically from 3 to 4 in ONE SIM thatprovides low cost Voice and data services when the subscriber travels overseas. This SIMprovides Free Incoming in over 60 countries and provides low cost Call Back to India. Thisis offered through both prepaid and post-paid plans. The billing is in real time and isvisible instantly on the web which ensures that there is no room for over billing. Thecustomer gets to retain the card and can publish the number as his permanent International

Number on his business card and stationary etc. This way every time thecustomer goes abroad he adds talk time on his card which makes repeat business very easyfor us. The Global Single SIM Product is supported by a wide array of country andcontinent specific products and plans for voice and data.

Roam1 launched the Konnect VOIP Dialling App on a pilot basis forInternational Roamers in 2017-18 which has met with success with hundreds of paid userssuccessfully using this App every month. This App was enhanced in the year under reviewwith the goal of launching this to a wider section of users in India and overseas postgetting certain regulatory approvals.

VirtualSoft thus develops integrates optimizes and deploys thetechnologies of the day to provide the infrastructure application platforms and Appsneeded for rich and enhanced communications & international roaming services forenterprises and consumers - as well as for creating collaborative virtual and blendedbusiness solutions - unified communication and video based - for sales customerengagement training knowledge management productivity management of hybrid and mobilework force and for increasing customer delight and yield of mobile first phy-gitialcommerce.

In the year under Review with an intent to synergise the two divisionsat a corporate level the C2E3 Initiative was strengthened. C2E3 stands for ConnectCommunicate Engage Experientially and Cost - Effectively and provides a bridge for theTelecom & Roam 1 Division and preferred/ strategic partners to collaborate with theVirtual Events and Demand Gen Division in technology & product development marketingand large partner and account development. This will create unique cross developed productofferings solutions and services in the enhanced communications and collaboration space -including for and based on web and video conferencing cloud telephony& unifiedcommunications Rich Communication Services (RCS) connected device life-cycle managementsolutions tele & hybrid working excellence and phy-gital commerce.

These new solutions and services will facilitate more sales yield fromour sales teams & goto market partners. VirtualSoft now intends strengthening itsSystems and Solutions Integration capability in this area including the capability tooffer Mobile First On -Premises and integrated/blended C2E3 and digital transformationsolutions to both Large Enterprises and SMEs - directly and through Business Partners. Thecompany is also examining setting up an incubator / accelerator in the above domains ofexpertise interest and future growth drivers.

Given the pandemic & the New Normal VirtualSoft

is also working to create a network of Large Mini & MicroTeleworking Center of Excellence (TCEs) that allow business educational hospitality& residential complexes & facilities to leverage this technology and relatedbusiness process including intrinsic reskilling motivation and productivity management ofremote teleworkers for maximum personal professional and enterprise productivity.

With the foundation in Enterprise Broadband solutions Telecom andRoaming Solutions and the newer the C2E2 digital Transformation & TCE Initiatives -all of which are being enhanced for major scale up the Company now expects significantgrowth in both revenues and profitability in the years to come.

4. DIVIDEND

Your Directors do not recommend a dividend due to loss incurred for thecurrent financial year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

The provisions of Section 125(2) of the Companies Act 2013 do notapply pertaining to this financial year.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position ofthe Company occurred between the ends of the financial year to which this financialstatement relate on the date of this report.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY OF THE COMPANY

The Company has devised and implemented a mechanism for risk managementand has developed a Risk Management Policy. The provisions of Risk Management Committeeare not applicable on the Company.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT 2013

There were no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year under review and hence thesaid provision is not applicable.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

No fresh Contracts or Arrangements was made with related partiespursuant to Section 188 except those continuing which were approved earlier byshareholders. Notes to Accounts on the transactions with related parties are selfexplanatory.

11. STATUTORY AUDITORS

M/s. Krishna Neeraj & Associates Chartered Accountants Auditorsof the Company has been appointed for a period of 5 years. His appointment is to beratified at the ensuing at the ensuing Annual General Meeting. The Board proposesratification of their appointment.

12. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed Mr Sanjeev Kumar Jha from SJK & Co. practicing Company Secretary forconducting Secretarial Audit of the Company for the financial year 2020-21. TheSecretarial Audit Report is annexed herewith as Annexure A.

The Secretarial Audit report does not contain any qualificationreservation or adverse remark.

13. INTERNAL AUDIT

Pursuant to the provisions of the Companies Act 2013 the Board ofDirectors has appointed CA Dinesh Bajaj Chartered Accountant for conducting Internalaudit of the Company for the financial year 2020-2021.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS

There was no qualifications reservations or adverse remarks made bythe either by the Auditors or by the Practicing Company Secretary in their respectivereports.

15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES

The company has a policy in place which will be provided upon request.In terms of Section 136 of the Act the Report and Accounts are being sent to the Membersand others entitled thereto excluding the policy which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

16. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexure B and is attached to this Report.

17. NUMBER OF BOARD MEETINGS & THEIR COMMITTEES CONDUCTED DURINGTHE YEAR UNDER REVIEW

The Company had FOUR (4) Board meetings during the financial year underreview. The details are mentioned elsewhere in the Corporate Governance Report.

18. DIRECTORS

Mr. Rajendra V Kulkarni retires by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offer himself for reappointment. TheBoard of Directors is duly constituted during the year under review.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.

20. DEPOSITS

The Company has not accepted deposits from the public for the yearunder consideration.

21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The details of financial performance of Subsidiary/ JointVenture/Associate Company is furnished in Annexure C. and attached to this report.

22. CAPITAL MARKET DEVELOPMENTS

As on date 94.88% of Shares are in Demat form and are listed onvarious stock exchanges. The Company has from time to time reminded the shareholders/investor holding the Shares in Physical form to convert their Shareholding todematerialized form.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGNEXCHANGE EARNINGS AND OUTGO

(a) Details of Conservation of Energy

The Company uses electric energy for its equipment such asair-conditioners computer terminals lighting and utilities in the work premises.

Steps taken or impact on conservation of energy: All possible measureshave been taken to conserve energy

By identifying potential areas for saving;

By incorporating energy efficient equipment;

By automation.

Steps taken by the company for utilizing alternate sources of energy:Nil

Capital Investment on energy conservation equipments: Nil

(b) Technology Absorption

1. Efforts in brief made towards technology absorption adaptation andinnovation:

These are adapted wherever necessary to local conditions.

2. Benefits derived as a result of the above efforts:

New product development productivity and quality improvementsenhanced safety and environmental protection measures and conservation of energy.

3. Technology Imported: NIL

4. Expenditure on R&D: NIL

C. Foreign Exchange earnings and outgo

The information in this regard is provided in Note no. 31 of theAccounts. There had been no foreign exchanges earnings during the year.

24. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

Internal financial control means the policies and procedures adopted bythe Company for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGILMECHANISM

The composition of committees has been detailed in Corporate GovernanceReport part of this Report.

The Company has established a vigil mechanism and overseas through thecommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee on reporting issues concerning the interests of coemployees and the Company.

26. SHARES

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the yearunder review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the yearunder review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

27. CORPORATE GOVERNANCE

A Separate statement on Corporate Governance along with the Certificateon its compliance is given as part of the Annual Reports.

28. PREVENTION OF SEXUAL HARASSMENT

The Company is an equal opportunity employer and is committed to ensuresafe and secure environment prohibiting discrimination on grounds of religion racecaste sex place of birth and gender specific violence such as sexual harassment at thework place.

The Company has the Policy on Prevention Prohibition &Redressalagainst Sexual Harassment of Women at Workplace as per the requirement of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Rules2013. This policy provides for prevention and redressal of complaints of sexual harassmentand incidental matters. There is an Internal Complaints Committee formed as per theprescribed rules.

The following is a summary of sexual harassment complaints received anddisposed off during the period:

Number of Complaints received NIL
Number of Complaints disposed off NIL
Number of Complaints pending for disposal NIL

29. ACKNOWLEDGEMENTS

Your Directors acknowledge with a deep sense of gratitude the continuedsupport extended by investors customers business associates bankers and vendors. YourDirectors take this opportunity to thank the regulatory and governmental authorities.

For and on behalf of the Board of Directors
Place : New Delhi Mr. Gokul Tandan Mr. R.V.Kulkarni
Date : August 27 2021 Managing Director Director

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