Dear Shareholders,
Your directors take pleasure in presenting for your consideration and approval the
Thirty-Second Annual Report of Your Company for the financial year ended March 31, 2024.
1 Financial Result
The company's performance during the Financial Year ended March 31, 2024 as compared to
the previous financial year is summarized below: -
|
(Rupees in Lacs) |
|
Standalone |
Consolidated |
| PARTICULARS |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| Total Income |
139.43 |
120.10 |
514.21 |
359.25 |
| Expenses (including depreciation & amortization) |
250.63 |
212.08 |
754.79 |
774.39 |
| Profit/(Loss) before Tax |
(111.20) |
(91.98) |
(240.58) |
(415.14) |
| Less : Tax Expenses |
|
|
|
|
| Current Tax |
|
|
|
|
| Deferred Tax |
|
- |
|
|
| Profit/ (Loss) for the Year |
(112.61) |
(92.84) |
(196.16) |
(256.17) |
| Basis EPS |
(1.08) |
(0.89) |
(1.90) |
(2.49) |
| Diluted EPS |
(1.08) |
(0.89) |
(1.90) |
(2.49) |
2. BUSINESS AND OPERATIONS OF THE COMPANY
Virtual Soft was primarily engaged in the business of
Pioneering Broadband, Virtual Event & providing Mobile Roaming Servicing &
Solutions. However due to fast changes in technologies and market developments, this
business has suffered resulting in depleted revenues and operating assets. In this
context, it was important to explore other lines of business to revive the company.
Accordingly, the company has decided to enter into Alcoholic Spirits and associated
lifestyle categories such as premium experiences/ events, hospitality, D2C food and
beverages etc. This is being envisioned and initiated through Acquisition of Empyrean
Spirits Private Limited [ESPL], which has created a vibrant brand in premium Beer by the
name of Kati Patang and associated labels such as Bareilly Bold and Saffron Lager. ESPL,
sees a long runway to growth both in India and International markets. Around this alco
bev, premium experiences and hospitality build out, your company will add light, eclectic
and immersive tech lead products and services, that leverage its past strengths (ESPL in
immersive communication experience management) that resonate with premium alco bev and
lifestyle experiences being targeted to the new premium consumer base of ESPL.
At the same time, it was felt prudent to divest the investment made and focus put on
managing, our subsidiary Roam1 Telecom Ltd,
Subject to all Board, Shareholder and Statutory
Approvals, Roam 1 Telecom Ltd was successfully divested with effect from 25th July-2024
In this context, I am pleased to inform you that on receiving all the requisite approvals
from the Board, and you the Shareholders, via EGM, had on 25th July 2024 as well the BSE
consent letter was received on 07th
August 2024, your company successfully completed the acquisition of ESPL for a
consideration of Rs.19.0 crore through stock swap / fresh issued of shares and also
successfully completed a preferential rights & warrants round (to promoter &
non-promoter) on 22nd August 2024, raising an addition Rs.683,75,000/- to mainly building
and growing the alco bev & lifestyle categories, both in India and overseas.
By virtue of acquiring ESPL and the preferential equity & warrants issued, your
company-issued capital rose from 102.98 lakh shares to 344.23 lakh shares of Rs.10/- each
excluding the 69.10 lakh warrants issued & partially subscribed The above investment,
divestment and reset strategy opens a high growth business for Virtual Soft with potential
of shareholder value growth, considering the valuations of other companies in this space.
3. DIVIDEND
Your Directors do not recommend a dividend due to loss incurred for the current
financial year.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply pertaining to
this financial year.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS 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.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
7. STATUTORY AUDITORS
M/s. Rajesh Raj Gupta & Associates LLP, Chartered Accountants, is proposed to be
appointed as the Statutory Auditors of the Company for consecutive term of five years,
from the conclusion of this i.e. 32nd Annual General Meeting until the conclusion of 37th
Annual General Meeting of the Company at a remuneration to be determined by the Board of
Directors of the Company in addition to the out-of-pocket expenses as may be incurred by
them during the course of the Audit.
8. 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 Directors has appointed
Mr. Sanjeev Kumar Jha from SJK & Co., practicing Company Secretary for conducting
Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit
Report is annexed herewith as Annexure A. The Secretarial Audit report does not contain
any qualification, reservation or adverse remark. 9. INTERNAL AUDIT
Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has
appointed D D A S & Associates, Chartered Accountant Firm for conducting Internal
audit of the Company for the financial year 2024-2025.
10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
We would like to inform you that during the financial year ending March 2024, that
company has already put in place adequate Internal control system within the guidance of
management and also taking care of that system in liaison with auditors and management
further putting efforts to improve the internal control system.
11. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure B
and is attached to this Report.
12. NUMBER OF BOARD MEETINGS & THEIR COMMITTEES CONDUCTED DURING THE YEAR UNDER
REVIEW
The Company had Eight (8) Board meetings during the financial year under review. The
details are mentioned elsewhere in the Corporate Governance Report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
13.1Appointment of Directors
The Board of Directors is duly constituted as on the end of the financial year.
In pursuance of section 152 of the companies Act, 2013 and rules framed there under,
Mr. Rajendra Virupaksha
Kulkarni retires by rotation at the ensuing Annual General Meeting of the Company and
being eligible offer himself for reappointment.
Ms. Geeta Singh has appointed as Non-Executive Independent Director during the year
under review.
13.2 Resignation of Director
Ms. Ashima Puri has resigned as Non-Executive
Independent Director during the year under review. 13.3 Changes in Key Managerial
Personnel
During the financial year under review there was no change in the Key Managerial
Personnel (KMP).
14. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the
Companies Act, 2013 and the relevant rules.
15. DEPOSITS
The Company has not accepted deposits from the public for the year under consideration.
16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The details of financial performance of Subsidiary/ Joint
Venture/Associate Company is furnished in Annexure C. and attached to this report.
17. CAPITAL MARKET DEVELOPMENTS
As on date, 95.02% of Shares are in Demat form and are listed on various stock
exchanges. The Company has, from time to time, reminded the shareholders/ investor,
holding the Shares in Physical form to convert their Shareholding to dematerialized form.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
AND OUTGO
(a) Details of Conservation of Energy
The Company uses electric energy for its equipment such as air-conditioners, computer
terminals, lighting and utilities in the work premises. Steps taken or impact on
conservation of energy: All possible measures have 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 and innovation:
These are adapted, wherever necessary, to local conditions.
2. Benefits derived as a result of the above efforts:
New product development, productivity and quality improvements, enhanced 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 the Accounts. There had
been no foreign exchanges earnings, during the year.
19. PARTICULARS OF EMPLOYEES
Particulars of Employees as required under the provision of section 197 of the
Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are not applicable. Since none of the employee of the
company is drawing salary of Rs. 1,02,00,000/- per annum or more or Rs.
8,50,000/- per month or more or for the part of the year during the year under review.
(i) REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Remuneration Policy of the Company is to ensure that Directors, Company's Senior
Management including Key Managerial Personnel are rewarded in a fair and reasonable
manner, for their individual contributions to the success of the Company and are provided
with appropriate incentives to encourage enhanced performance.
The remuneration paid to the Directors, Company's Senior Management including Key
Managerial Personnel is recommended by the Nomination and Remuneration Committee for the
approval by Board of Directors of the Company, subject to the approval of its
shareholders, wherever necessary.
(ii) VIGIL MECHANISM/WHISTLE BLOWER POLICY
As per the provisions of Section 177 of the Act and Regulation 22 of the SEBI LODR the
Company has adopted a Whistle Blower Policy to enable its employees, Directors, customers
and vendors to report violations, genuine concerns, unethical behavior and irregularities,
if any, which could adversely affect the Company.
The said policy is displayed on the Company's website at www.virtsoft.com. None of the
Whistle Blowers was denied access to the Audit Committee of the Board.
20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal controls to safeguard and protect from
loss, unauthorized use or disposition of its assets; it also covers areas like financial
reporting, fraud control, compliance with applicable laws and regulations etc. Regular
internal audits are conducted to check and to ensure that responsibilities are discharged
effectively. All the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting Standards for proper
maintaining of the books of accounts and reporting financial statements. The internal
auditor of the company checks and verifies the internal control and monitors them in
accordance with policy adopted by the company. The Company continues to ensure proper and
adequate systems and procedures commensurate with its size and nature of its business.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No fresh Contracts or Arrangements was made with related parties pursuant to Section
188 except those continuing which were approved earlier by shareholders. Notes to Accounts
on the transactions with related parties are self-explanatory.
22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
The Company has devised and implemented a mechanism for risk management and has
developed a Risk Management Policy. The provisions of Risk Management Committee are not
applicable on the Company.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
BSE Imposed a late fee of Rs. 10,000/- plus GST totaling Rs. 11,800/- for delay in
filing of disclosure of Voting Results on under regulation 23 (9) of SEBI (LODR)
Regulations, 2015.
24. SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the applicable
Secretarial Standards as issued by The Institute of Company Secretaries of India on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
25. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement: —(a) in the preparation of the
annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures; (b) the directors had selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss of the company for
that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities; (d)
the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
Internal financial control means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business including adherence to
Company's policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
26. SHARES CAPITAL
• The Authorized share Capital of the Company as on 31st
March was Rs. 15,00,00,000 (Rupees Fifteen Crores only) divided into 1,50,00,000 (One
Crore Fifty Lakhs) equity shares of Rs. 10/- each.
• The Authorized share Capital of the Company as on the date of this Report is Rs.
50,00,00,000 (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crore Fifty) equity
shares of Rs. 10/- each.
• The paid-up Share Capital of the Company as on 31st
March was Rs. 10,29,76,000 (Rupees Ten Crore Twenty-
Nine Lakh(s) Seventy-Six Thousand Only) divided into 1,02,97,600 (One Crore Two Lakh(s)
Ninety-Seven Thousand Six Hundred Only) equity shares of Rs. 10/- each.
• The paid-up Share Capital of the Company as on signing of this Report is Rs.
34,42,32,800 (Rupees Thirty-Four Crore Forty-Two Lakh(s) Thirty-Two Thousand Eight Hundred
Only) divided into 3,44,23,280 equity shares of Rs. 10/- each.
During the year, the company has not issued any share capital with differential voting
rights, sweat equity or ESOP nor provided any money to the employees or trusts for
purchase of its own shares.
During the current Year 2024-25, company has issued & allotted 2,41,25,680 (Two
Crore Forty-One Lakh Twenty-Five Thousand Six Hundred eighty) equity shares of Rs.
10 each at PAR.
During the current Year 2024-25, company has granted 69,10,000 (Sixty-Nine Lakh Ten
Thousand) warrants convertible into equity at the option of shareholders within 18 months.
27. CORPORATE GOVERNANCE
A Separate statement on Corporate Governance along with the Certificate on 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 ensure safe and secure
environment prohibiting discrimination on grounds of religion, race, caste, sex, place of
birth and gender specific violence such as sexual harassment at the work place. The
Company has the Policy on Prevention, Prohibition
&Redressal against Sexual Harassment of Women at Workplace as per the requirement
of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Rules, 2013. This policy provides for prevention and
redressal of complaints of sexual harassment and incidental matters. There is an Internal
Complaints Committee formed as per the prescribed rules. The following is a summary of
sexual harassment complaints received and disposed 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 continued support
extended by investors, customers, business associates, bankers and vendors.
Your directors take this opportunity to thank the regulatory and governmental
authorities.
| For and on behalf of the Board of Directors |
|
|
|
| Place : New Delhi |
Mr. Gokul Naresh Tandan Mr. R.V.Kulkarni |
Mukta Ahuja |
|
| Date 3rd September 2024 |
Managing Director |
Director |
Company Secretary |
|