DIRECTORS’ REPORT To The Members, Springform Technolotgy Limited, 203, A- Wing, Suchila Enclave. Maharashtra Nagar, Borivali (West). Mumbai-400092 1.Your Directors have pleasure in presenting their 35th Annual Report of Springform Technology Limited along with the audited accounts, for the year ended March 1. 2015. 2. COMPANY PERFORMANCE The net revenue of the Company is Rs. 10.86 lakhs which was Rs. 9.40 Lakhs in the previous year. The Company has incurred profit of Rs. 1.111 Lakh as against profit of Rs.0120 Lakh in the previous year. 3 . DISCLOSURES OF AMOUNTS, IF ANY. TRANSFER TO ANY RESERVES It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is not required. 4. DIVIDEND Your Board of Directors’ has expressed their inability to recommend dividend to the shareholders due to absence of distributable profits for the Financial Year ended 31st March, 2015. 5. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR The Company is engaged in the business of development of software, dealing in hardware and providing of information technology services.. There has been no change in the business of the Company during the financial year ended 31 st March. 2015. 6. MATERIAL CHANGES, AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report. 7. DETAILS OF SUBSIDI ARY, 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 Your Board of Directors had re-desjgnated Mr. Kishor Shah and Mr. Pankaj Shall as Chief Financial Officer and Managing Director respectively and thereafter members at the 34'" Annua! General Meeting held on 30th September. 2014 approved the said appointment. At the said 34th Annual General Meeting, the members also appointed Mr. Jayantilal Shah and Mr. Dhiraj Bhcda as an Independent Directors of the Company, each for a term of five years. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that both of them meets the criteria of independence as provided under Section 149(6) of the Companies Act. 2013 and there has been no change in the circumstances which may affect their status as independent director during the year Your Board of Directors has also appointed Ms. Rupali Shah (Woman Director) as an Additional Director of the Company with effect from 31st March 2015. DIRECTORS RETIRING BY ROTA TION As per Section i 52 and other applicable provisions of the Companies Act, 2013. Mr. Pankaj Shah being liable to retire by rotation at the ensuing Annual General Meeting of the Company has offered his contention for reappointment. KEY MANAGERIAL PERSONNEL As Stated above. Mr. Kishor Shall and Mr. I'ankaj Shah were designated as Chief Financial Officer and Managing Director respectively with effect from 15th April. 2014 and they continue to hold the office as such. Mi Preeti Tater was appointed as Company Secretary of the Company with effect from 1st March 2015. 9. NUMBER OF MEETINGS OF I HF BOARD A calendar of Meetings is prepared and circulated in advance to the Directors . The Board meets at regular intervals to discuss and decide on Company / business Policy and strategy, The notice of Board Meeting is given well in advance to all the Directors The notice and agenda of the Board Meetings Is emulated at least a week prior to the date of the meeting. During the year under review. the Board met Slimes namely On 30th May 2014. 30th June, 2014. 12th August. 2014 14th August. 2014. 1st October, 2014. 14th November. 2014. 13th February. 2015 and 31st March. 2015. 10.. COMMITTEES OF THE BOARD During the year, in accordance with the Companies Act. 2013. the Board constituted Two Committees as follows I Audit. Committee 2. Nomination and Remuneration Committee Both the Committees comprises of majority of Independent Directors. 11. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (c)read with Section !34l5) o f the Companics Act. 2013. Your Directors state that: 1. In the preparation of the annual countv. the applicable accounting standards have been followed with proper explanation relating to material departures, ifany; 2. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently ami made judgments and estimates ihnt arc reasonable and prudent so as to give a true and fair view of the Company as at 31st March 2015 and of us Profit:, for the year ended on that date; 3. They have taken proper and sufficient care Tor the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 2013 for safeguarding the uvsctsofthe Company and fur preventing and detecting fraud and other irregularities, and 4. They have prepared the annual accounts for the year ended 31st March. 2015 on a'going concern' basis; and 5 Ihe Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate uiid were operating effectively, 6. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES In terms of the applicable provisions of the Companies Act. 2013 read with the Rules made thereunder, your board has formulated u Policy on appointment, removal and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and also on Board diversity. Succession Planning and Evaluation of Directors. The Remuneration Policy is provided in Annexure 13. ANNUAL EVALUATION OF PERFORMANCE OF BOARD Your Company has a pool of highly qualified, committed and dedicated professional as Directors on the Board of the Company, follow Directors follow an efficient mechanism for Annual Evaluation of performance by Directors and their Committees; the mechanism basically s based upon the principle of enhancement in Company's efficient governance and bringing higher levels of transparency, legacy and accountability in working of the Company. The Committees were evaluated on the basis of decisions made by the various Committees of the Board and their impact on the Company Broadly, the evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings ii Quality of contribution to Board deliberations iii. Strategic perspectives Or inputs regarding future growth of Company and its performance iv. Providing perspectives anil feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board or Directors. 14. ISSUE OF SHARES I he Company has not issued any kind of shares during the year under review. 15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013: There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable. 16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT. 2014 Related Party Transaction that were entered during the l-'.Y 2014-15 were on arm's length basis and were in the ordinary course of business- There were no materially significant related party transaction with the Company's Promoters. Director's, Management or their relatives, which could have a potential conflict with the interest of the Company. Details of each of the related party transaction entered into by the Company during the P.Y 2014-15 arc annexed herewith in Form AOC-2 as "Annexure: A", 17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules. 2014 are not applicable There are neither any foreign exchange earnings nor any foreign exchange expenditure during the year under review 18. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENT ATION OF RISK MANAGEMENT The Company has developed & implemented Risk Management Policy. However. Company, has not come across any element of risk which may threaten the existence of the Company. 19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND RF.DRESSAL) ACT, 2013 The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of 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 off during the year 2014-15. No of complaints received: Nil No of complaints disposed off: Nil 20. CORPORATE SOCIAL RESPONS1BILI FY The provisions of Section 135 of the Companies Act, 2013 with respect to Corporate Social Responsibility is not applicable to the Company, the Company has neither developed nor implemented any Corporate Social Responsibility initiative. 21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE The Audit Committee consists of the following members: a Mr. Pankaj Ktshor Shah b. Mr. Dhirajlal Surji Bhcda c- Mr. Jayantilal Dcongarshi Shah The above composition of the Audit Committee consists of two independent Directors viz., Mr. Jayantilal Doongarshi Shall and Mr. Dhirajlal Surji Bheda thereby forming ihe majority. 22. VIGIL MECHANISM POLICY The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to voice their genuine concerns without fear of censure therefore it has built iti and set up the Vigil Mechanism Policy, under this policy all the employees und Directors of the Company are eligible to make disclosures under the mechanism in relation to matters concerning the Company. 23. DEPOSITS The Company has not accepted any deposits from the public and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules. 2014. 24. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014 The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 i2j of Companies (Appointment Remuneration of Managerial Personnel) Rules, 2014. a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year ended on 31st March. 2015 is Nil. a* none of the Directors are paid any remuneration - b)The percentage increase in remuneration of each director. Chief Executive Officer. Chief Financial Officer. Company Secretary in the financial year; - NIL . as the Company has not paid any remuneration to Director(s) and Chief Financial Officer of the Company and there has been no increase in remuneration of Company Secretary. c. The percentage increase in the median remuneration of employees in the financial year: Nil d. The number of permanent employees on the tolls of Company: Five (5) e. The explanation on the relationship between average increase in remuneration and Company performance: 'There has been no increase in remuneration therefore the same is not applicable. f. Comparison of the remuneration of the key managerial personnel against the performance of the Company; g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year: No variation as the shares are not actively traded h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: No variation us the shares are not actively traded i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil as no remuneration is being paid to the Managerial Personnel. J . The key parameters for any variable component of remuneration availed by the directors; Not Applicable, as 110 remuneration is being paid to the Directors k. Affirmation that the /enumeration is as per the remuneration policy of the Company: The Hoard of Director affirms that Remuneration is as per the Remuneration policy of the Company. 25. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE I here are no significant material orders passed by the Regulators .'Courts Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule S (51 (vii) of Companies (Accounts) Rules. 2014 is not required. 26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014: The Company has an adequate Internal financial control system, commensurate with the size of its business operations. 27. EXTRACT OF ANNUAL RETURN File extracts of Annual Return in Form MOT 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules. 2014 is furnished iu "Annexure B". 28. STATUTORY AUDITORS The Members at the 34thAnnual General Meeting had approved appointment of M/s. Vandana Dodhia & Co.. Chartered Accountants Mumbai (Firm Registration No. 1I78I2W) as the Statutory Auditor of your Company for a period of 2 years lo hold office from the conclusion of the 34th Annual General Meeting until the conclusion of 36th Annual General Meeting. In terms of section 139 of the Companies Act. 2013 such appointment is subject to ratification by the members at each Annual General Meeting. The Company has received letter from them to die effect that their appointment, if made, would be within the prescribed limits under Section 14 (3)(g) of the Companies Act. 2013 and that they are not disqualified from appointment. Accordingly, your Directors seek ratification of the appointment of the Statutory Auditors for the Financial Year 2015-16. 29. SECRETARIAL AUDIT REPORT M.s. Amita Desai & Company, Company Secretary Mumbai (Membership No. FCS 4ISO). Secretarial Auditor has conducted Secretarial Audit for the financial year 2014-2015 as required under Section 204 of the Companies Act. 2013 and report is attached to this Director Report in "Annexure C " . 30. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS Statutory Auditors had qualified under Point No. 7 of Annexure to Auditors Report for which the management confirm that an amount of Rs. 3.72.080/- collected for VAT which has been remained unpaid for more than six months. The management confirmed that the same shall be paid to VAT Department. Secretarial Auditor had in her Secretarial Audit Report had qualified about the following : i) Non filing of e-form MGT-14 for the Boaid Resolution passed on 30"' May 2014 approving Audited Accounts for FY 2013-14. for which management mentioned that the said lapse was inadvertent and unintentional as the Company was not having any full time Company Secretary during that period The Company had declared the audited result with the Stock Exchange but the Board was unaware of new provisions of Companies Act 2013 which required filing of Form MGT 14 with the office of Registrar of Companies. The management mentioned that the said lapse was due to ignorance but the same is not prejudicial to the interest of any stakeholders, (ii) Non submission of Annual Report for F.Y 2013-14 with the Stock Exchange, which the management confirmed that the Company was not having full time Company Secretary and it was missed out from the dispatch. However the Company had paid penalty of Rs.241574 lo Bombay Stock Exchange for such default, (iii) Non-appointment of Whole-time Company Secretary within the prescribed time, which the management confirmed that the Company had appointed Ms. Preeti Tater as the Whole-time Company Secretary with effect from IIst March 2015. 31. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT As per SEBI Circular dated 15th September. 2014. SEB1 has revised the applicability of Clause 49 of Listing Agreement . As per this Circular all existing listed entities having a paid up equity share capital not exceeding Rs. 10 Clores and net worth not exceeding Rs.25 Crores as on the Inst day of the previous financial year are not required to comply mandatorily with the provisions of Clause 4" of the Listing Agreement, As the Company does not fit into this criteria, it is not mandatory to give Management's Discussion and Analysis AND Corporate Governance Report for the Company. 32. REPORTING OF FRAUDS. During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2015. 33. ACKNOWEEDGEMENT Your Directors record their appreciation for the full co-operation received from the banks, other agencies and departments. The Directors are also thankful to staff and workers for their sincere cooperation and performance. FOR AND BEHALF OF THE BOARD PAKAJ KISHOR SHAH MANAGING DIRECTOR DIN: 00945911 RUPALI SHAH DIRECTOR DIN:06955564 ADDRESS : 7/8, Neel Kamal, Roshan Naear. Borivli (West). Mumbai 400092 |