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Directors Report of Kati Patang Lifestyle Ltd.
Mar 31, 2025
Your directors take pleasure in presenting for your consideration and approval the Thirty-Third Annual Report of Your Company for the financial year ended March 31,2025.
The companyâs performance during the Financial Year ended March 31, 2025 as compared to the previous financial year is summarized below: -
PARTICULARS (Rupees in Lacs)
|
Standalone |
Consolidated |
|||
|
PARTICULARS |
2024-25 |
2023-24 |
2023-24 |
2023-24 |
|
Total Income |
165.91 |
139.43 |
1837.25 |
514.21 |
|
Expenses (including depreciation & amortization) |
249.32 |
250.63 |
2330.29 |
754.79 |
|
Profit/(Loss) before Tax |
(83.41) |
(111.20) |
(492.94) |
(240.58) |
|
Less : Tax Expenses Current Tax Deferred Tax |
13.20 |
|||
|
Profit/ (Loss) for the Year |
(83.41) |
(111.20) |
(479.74) |
(240.58) |
|
Basis EPS |
(0.33) |
(1.08) |
(1.31) |
(1.87) |
|
Diluted EPS |
(0.32) |
(1.08) |
(1.24) |
(1.87) |
2. BUSINESS AND OPERATIONS OF THE COMPANY
Kati Patang Lifestyle Limited, a BSE-listed company, owns a vibrant premium beer brand Kati Patang through its subsidiary Empyrean Spirits Private Ltd.. The brand boasts an array of award-winning beer styles crafted with uniquely Indian ingredients such as saffron, turmeric, ginger, and peppercorn. Kati Patang is available in India, UK and the US.
Kati Patang Lifestyle Limited successfully closed the Rights Issue 1,02,56,651 Partly paid-up Equity Shares of face value of Rs. 10/- each of the Company at an issue price of Rs. 20/- per Rights Equity Shares (including a premium of Rs. 10/- per Rights Equity Share), aggregating up to Rs. 20,51,33,020. The Issue was oversubscribed by more than 10%.
We stay fully vested in our stated vision to be Indiaâs first homegrown, listed alco-bev and lifestyle platform managed by professionals which will incubate other complementary businesses (both Indian and International) with premium products and experiences. Our differentiated business model combines our award-winning beer portfolio with asset-light approach and communities-centric brand narratives to seed the product.
Starting September/ October 2025, we will be in three new markets -- Uttarakhand, Rajasthan and Chhattisgarh. Our premium lager beer - Saffron Lager - will also be re-introduced in the Delhi and Haryana market by end of this quarter. We have signed up a new lease capacity in Uttarakhand to bolster our production capacity. This will immediately help alleviate Bhutan-linked regulatory headwinds/ hurdles especially in Delhi that impacted our revenues in Q1 FY26. We also foresee to substantially grow our market share in Delhi across premium/ mild beer styles.
We have been able to build three compelling beachheads when it comes to marketing IPs. Our strategic goal is to build these IPs as separate ROI centres besides being our RTMs for niche communities and experiences. We launched Kati Patang Quiz League in July - City''s first quiz league that features some of the top names from Delhiâs circuit. Kati Patang Spin City brings back the charm of vinyl back into the heart of the music scene. And, Kati Patang Trial Room that creates an experimental safe space for the Indie artists where they get to showcase what they really love and the audience gets to seek, discover and witness it all. Our marketing IPs are scalable across markets. Please refer below a short overview.
Empyrean Spirits Pvt Ltd through its UK subsidiary now owns 23% stake in CHADKP HOLDINGS LIMITED - a transformative joint venture with Chadlington Brewery and The Tite Inn Chadlington, two esteemed establishments situated in the picturesque Cotswolds, UK. Our UK subsidiary is a vehicle to lead, operate and manage Kati Patang franchise in the UK. It would have exclusive rights to Kati Patang brand for the UK the rights to further license out the brand to other markets within Continental Europe. J D Wetherspoons have formally approved Kati Patang for national rollout. This is a major milestone, as Wetherspoons operates 800 venues across the UK.
Saffron Lager and Bareilly Bold are also being exported to the US. The pricing is 20-25% premium to competition (Kingfisher, Taj Mahal, Bira) and ingredients (eg. Saffron) lend the exotic appeal and enhance premium perception. They are currently being distributed across Washington State, Oregon, Arizona, California and North Carolina.
Your Directors do not recommend a dividend due to absence of profit during the current financial year.
4. TRANSFER OF UNCLAIMED DIVIDEND TO IEP 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
Loans were granted to subsidiary company Empyrean Spirits Private Limited for which shareholderâs approval was taken during the year under review following the due process of law.
M/s. Rajesh Raj Gupta & Associates LLP, Chartered Accountants, has been appointed until the conclusion of 37th Annual General Meeting of the Company till FY 2028-29 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.
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. Saket Billa from Saket Billa & Associates, 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.
Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has appointed Dinesh Bajaj & Co. 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 2025, 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. The Audit report does not contain any qualification, reservation or adverse remark.
11. REPORTING OF FRAUD BY AUDITORS:
During the year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Board under section 143(12) of the Companies Act, 2013 and rules made thereunder.
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.
13. NUMBER OF BOARD MEETINGS & THEIR COMMITTEES CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had Ten (10) Board meetings during the financial year under review. The details are mentioned elsewhere in the Corporate Governance Report.
14. DIRECTORS AND KEY MANAGERIAL PERSONNELa. Appointment 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.
Mr. Shantanu Upadhyay was appointed as Executive Director & Mr. Sanjay Jain as Non-Executive Independent Director on 14th November 2024 during the year under review.
b. Changes in Key Managerial Personnel
During the financial year under review, Ms. Mukta Ahuja resigned as Company Secretary on 31st March 2024 and Mr. Sanjeev K Jha was appointed as Company Secretary w.e.f. 1st April 2025.
c. 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.
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 A and attached to this report.
17. CAPITAL MARKET DEVELOPMENTS
As on date, over 98% 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
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 Notes to the Accounts. There had been no foreign exchanges earnings, during the year.
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.
20. REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Remuneration Policy of the Company is to ensure that Directors, Companyâs 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, Companyâs 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.
21. 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 Companyâs website at www.katipatang.com. None of the Whistle Blowers was denied access to the Audit Committee of the Board.
22. 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.
23. 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.
24. 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.
25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
26. 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).
27. DIRECTORSâ 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 Companyâs 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.
The Authorized share Capital of the Company as on 31st March was Rs. 50,00,00,000 (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crore) equity shares of Rs. 10/- each.
The paid-up Share Capital of the Company as on 31st March was Rs. 35,89,82,800 (Rupees Thirty Five Crore Eighty Nine Lakh Eighty Two Thousand Eight Hundred only) divided into 3,58,98,280 (Three Crore Fifty Eight Lakh(s) Ninety-eight Thousand Two Hundred Eighty Only) equity shares of Rs. 10/- each.
The paid-up Share Capital of the Company as on signing of this Report is Rs. 41,02,66,055 (Rupees Forty One Crore Two Lakh(s) Sixty Six Thousand Fifty Five Only) divided into 3,58,98,280 equity shares of Rs. 10/- each fully paid up & 1,02,56,651 party paid equity shares of Rs. 10 each Rs. 5 paid up.
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 2,56,00,680 (Two Crore Fifty Six Lakh Six Hundred eighty) equity shares of Rs. 10 each at PAR on preferential basis.
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 out of which 13,75,000 warrants has been converted on 28th March 2025 and the remaining warrants are yet to be converted as on the date of signing of this report.
29. KATI PATANG ESOP SCHEME, 2025
The Company on 14th February 2025 approved the scheme for grant of 4,50,000 ESOPâs to eligible employees. ESOP Scheme is made available on the website of the company www.katipatang.com, salient features has been mentioned in the explanatory statement to the notice of ensuing Annual General Meeting of the company.
30. ACQUISITION OF EMPYREANS SPIRITS PVT LTD
The company has acquired 98% shares in the above mentioned company on 22nd August 2024 through share swap of the shares in the ratio 1:10 at an issue price of Rs. 10 each by virtue of which the company has entered into the business of alcoholic liquor mainly beer or craft beer. The requisite approval of shareholders, BSE, ROC and other concerned authorities were obtained for the transaction.
31. SALE OF SUBSIDIARY ROAM1 TELECOM LTD
The company sold 100% stake in the above mentioned company during the year under review by virtue of which the company has now moved away from sim card business. The requisite approval of shareholders, BSE, ROC and other concerned authorities were obtained for the transaction.
32. CHANGE OF NAME OF THE COMPANY
To give effect to the new business line of the company pursuant to acquisition of Empyrean Spirits Pvt Ltd & sale of subsidiary Roam1 telecom Ltd, the company changed itâs name from VIRTUALSOFT SYSTEMS LTD to KATI PATANG LIFESTYLE LIMITED during the year under review. The requisite approval of shareholders, BSE, ROC and other concerned authorities were obtained for the transaction.
A Separate statement on Corporate Governance along with the Certificate on its compliance is given as part of the Annual Reports.
34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
Not Applicable.
35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable.
36. 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 |
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.
Mar 31, 2024
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: -
PARTICULARS (Rupees in lacs)
|
PARTICULARS |
Standalone 2023-24 2022-23 |
2023-24 |
Consolidated 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 Roaml 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 20242025.
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: â
(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 NL
Number of Complaints disposed off NL
Number of Complaints pending for disposal NL
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
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting for your consideration and
approval the Twenty Third Annual Report of Your Company for the
financial year ended March 31,2015.
1 Financial Result
PARTICULARS (Rupees in Lacs)
Year Ended Year Ended
31.03.2015 31.03.2014
1. Income from Operations
a) Net Sales/ Income From Operations 105.97 213.03
b) OterOpearting Income 13.87 11.23
2. Expenses
a. Cost of Materials Consumed 0.00 0.00
b. Purchase of Stcok In Trade 3.02 86.92
c. Change in the inventories of Finished
Goods, Work in
Progress and Stock in Trade 0.00 (2.86)
d. Employee Benift Expenses 108.57 180.81
e. Depreciation &Amortisation expenses 3.11 5.55
f. Other expenditure 49.97 122.22
g. Total 164.67 392.64
3. Profit from Operations before Other
Income, Finance Cost
Interest and Exceptional Items (1-2) (44.83) (168.38)
4. Other Income 0.00 0.00
5. Profit before Interest and
Exceptional Items (3 4) (44.83) (168.38)
6. Finance Cost 2.35 0.00
7. Profit after Interest but before
Exceptional Items (5-6) (47.18) (168.38)
8. Exceptional items (4.96) 471.41
9. Profit ( )/ Loss (-) from Ordinary
Activities before tax (7 8) (52.14) 303.03
10. Tax expense 0.00 0.00
11. Net Profit ( )/ Loss (-) from Ordinary
Activities after tax (9-10) (52.14) 303.03
12. Extraordinary Item (net of tax
expense Rs. 0.00 0.00
13. Net Profit( )/ Loss(-) for the
period (11-12) (52.14) 303.03
14. Paid-up equity share capital
(Face Value of the
Share shall be indicated) 1029.76 1029.76
15. Reserve excluding Revaluation 20.00 20.00
16. Earnings Per Share (EPS)
a) Basic and diluted EPS before
Extraordinary items for the period, (0.51) 2.94
for the year to date and for the
previous year (not to be annualized)
b) Basic and diluted EPS after
Extraordinary items for the period, (0.51) 2.94
for the year to date and for the
previous year (not to be annualized)
17. Public Shareholding
- No. of shares 2,677,517 2,677,517
- Percentage of shareholding 26.00% 26.00%
18. Promoters and promoter group
Shareholding **
a) Pledged/Encumbered
- Number of shares 0.00 0.00
- Percentage of shares (as a % of the
total shareholding of 0.00 0.00
promoter and promoter group)
- Percentage of shares (as a% of the
total share capital of the 0.00 0.00
company)
b) Non-encumbered
- Number of Shares 7,620,083 7,620,083
- Percentage of shares (as a% of the
total shareholding of 74.00% 74.00%
promoter and promoter group)
- Percentage of shares (as a % of the
total share capital of the 74.00% 74.00%
company)
1. BUSINESS AND OPERATIONS OF THE COMPANY
VirtualSoft - Co-creating, Integrating & Optimising World's best & most
innovative roaming, communications & collaboration platforms, Apps and
solutions to provide consumers and enterprises an unbeatable
communication experience.
Video Rich Broadband and 4G mobile networks - with 5G coming by the end
of this decade - are revolutionizing the way we do business and run our
lives.Virtual Soft through its vReach division offer outstanding
digital broadband solutions. vReach use technology developed inhouse
and by our best-of -breed global partners to the advantage of large
enterprises, associations and media companies as well as their
customers and consumers. Broadband network & application solutions
offer you a convergence of voice, data and video that can be used for
your business - by creating and leveraging business function specific
virtual events - both live & on-demand, ideally through an annual
engagement contract with VirtualSoft.
A proprietary system called v Code guarantees clarity and seamless
delivery of audio, video and multimedia files across both narrowband
and broadband networks.
Virtual Soft has developed a world-class Enterprise Communication
Platform called vReach that utilizes existing corporate computing and
communications infrastructure to make real-time business meeting and
events more cost-effective and convenient by reducing travel and
extending reach to globally dispersed customers, partners, and
co-workers over low and high bandwidth connections through a simple
browser interface.
VirtualSoft's vReach division also offers Rich Media content creation
and migration services using proprietary technology and business
methods. It creates near video on-demand content synchronized with
Power point slides and other interactive mechanisms for leading
conference organizers like CII, FICCI, The Times of India Group, The
Federation of Asian Advertising Associations, India Today; and for
leading enterprises such as SAP, IBM, The World Bank and the Tata
Group.
It has created over 10,000 hours of such content for over 500 different
conferences and training events. This content is available in CD/DVD
form as well as on knowledge on-demand servers accessible over the
intranet and/or internet.
vReach has also created a Demand Generation Practice where it uses its
own and third party platforms, in-house multi-media content
development, social media - web and telemarketing to create customized
channel training & development, sales enablement and customer
engagement programs mainly for Business to Business brands, in the
Technology space.
In the year under Review, we continued making progress on both the
Digital Demand Generation and lelecom initiatives that were launched in
the past few years
In Demand Generation, we continued to strengthen the strategic
partnership for India and APAC with 6Connex Inc. (www.6Connex.com) - a
California based global leader in Virtual Experience & Virtual
Destination based business solutions. Supplementing 6Connex's latest
Version 7 Technology/ Platform with our own domain competence,
technology, processes and goto market ecosystem, Virtual Soft is poised
launched a range of next generation Virtual Experience based events for
demand generation, customer engagement, collaboration, learning and
knowledge management. This will build on the work done in the past few
years for brands like CNBC/ Web 18, Cisco, Oracle, and Intel - both at
the India & APAC level.
The Telecom Division launched global roaming solutions and services
under the "Roam1" brand (www.roam1.com), in FY 2010-11. The global
roaming business portolio that was hived off into a subsidiary Roam 1
Telecom Ltd during FY 13-14, continued to make significant progress in
terms of innovative and unique product introductions and plans as well
gaining market share and acceptance - both from end -customers and
channel partners.
Our key offerings in Roam 1 Telecom Ltd, are based on Global or
Regional (e.g Europe) Single Sim Product or Platform , that contains
multiple IMSI Profiles or local country specific numbers - anywhere
from 3 to 12 in ONE SIM that provides low cost Voice and data services
when the subscriber travels overseas. This SIM provides Free Incoming
in over 60 countries and provides low cost Call Back to India. This is
offered through both prepaid and post-paid plans. The billing is in
real time and is visible instantly on the web which ensures that there
is no room for over billing. The customer 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 the customer goes
abroad, he adds talk time on his card which makes repeat business very
easy for us. The Global Single SIM Product is supported by a wide array
of country and continent specific products and plans for voice and
data.
VirtualSoft thus develops, integrates, optimises and deploys the
technologies of the day to provide the infrastructure, application
platforms, SIM cards and Apps needed for rich and enhanced
communications & international roaming services for businesses and
consumers - as well as for creating collaborative virtual business
solutions for sales, customer engagement, training and knowledge
management.
In the year under Review, with an intent to synergise the two divisions
at a corporate level, the C2E3 Initiative was strengthened. C2E3 stands
for Connect Communicate Engage Experientially and Cost - Effectively
and provides a bridge for the Telecom & Roam 1 Division to collaborate
with the Virtual Events and Demand Gen Division in technology & product
development, marketing and large partner and account development. This
will create unique cross developed product offerings in the enhanced
communications and collaboration space - including web and video
conferencing, cloud telephony, Rich Communication Services (RCS) based
platforms, connected device life-cycle management solutions and will
facilitate more sales yield from our goto market partners and large
enterprise accounts.
With the foundation in Enterprise Broadband solutions, Telecom and
Roaming Solutions and now the C2E2 Initiative - all of which are
scaling up well, the Company now expects significant growth in both
revenues and profitability in the years to come.
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 as there was no dividend declared and paid last 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 end of the financial year to which
this financial statements relate on the date of this report
6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THECOMPANY
The Company has devised and implemented a mechanism for risk management
and has developed a Risk Management Policy. The Policy provides for
constitution of a Risk Committee, which will work towards creating a
Risk Register, identifying internal and external risks and implementing
risk mitigation steps. The Committee will provide status updates to the
Board of Directors of the Company.
7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There was 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.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No fresh Contracts or Arrangements was made with related parties
pursuant to Section 188 except one already approved in last year AGM.
10. STATUTORY AUDITORS
M/s. Nath Ahuja & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. The Board proposes his appointment.
11. 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 2014-2015.The Secretarial Audit Report
is annexed herewith as Annexure A.
The Secretarial Audit report does not contain any qualification,
reservation or adverse remark.
12. INTERNAL AUDIT
Pursuant to the provisions of the Companies Act, 2013, the Board of
Directors has appointed CA Jyoti Kumar from Jyoti Kumar & Co.,
practicing Company Secretary for conducting secretarial audit of the
Company for the financial year 2014-2015.
13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There was no qualifications, reservations or adverse remarks made by the
either by the Auditors or by the Practicing Company Secretary in their
respective reports.
14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION 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 Members and others entitled thereto, excluding the policy
which is available for inspection by the Members at the Registered
Office of the Company during business hours on working days of the
Company up to the date of the ensuing Annual General Meeting. If any
Member is interested in obtaining a copy thereof, such Member may write
to the Company Secretary in this regard.
15. 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.
16. NUMBER OF BOARD MEETINGS & THEIR COMMITTEES CONDUCTED DURING THE
YEAR UNDER REVIEW
The Company had Four (4) Board meetings during the financial year under
review. The details are mentioned elsewhere in the Corporate Governance
Report.
17. DIRECTORS
Mr. Rajendra V Kulkarni and Ms. Ritu Tandon retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible offer
themselves for reappointment. Further, notices has been received from
members for candidature of Ms. Ashima Puri as Independent Director.
Board proposes her appointment. Details are as mentioned in explanatory
statement to the notice of Annual General Meeting.
18. 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.
19. DEPOSITS
The Company has not accepted deposits from the public for the year
under consideration.
20. 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.
21. CAPITAL MARKET DEVELOPMENTS
As on date, 94.73% 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.
22. 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.
23. 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.
24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The composition of committees has been detailed in Corporate Governance
Report part of this Report.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns. The
Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co employees
and the Company.
25. SHARES
a. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under 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.
26. CORPORATE GOVERNANCE
A Separate statement on Corporate Governance along with the Certificate
on its compliance is given as part of the Annual Reports.
27. 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.
Place : New Delhi Mr. Gokul Tandan Mr. R.V.Kulkarni
Date : August 14,2015 Managing Director Director
Mar 31, 2014
Dear Shareholders,
The Directors take pleasure in presenting for your consideration and
approval the Twentieth Annual Report of Your Company for the financial
year ended March 31, 2014.
1 Financial Result
PARTICULARS (Rupees in Lacs)
Year Ended Year Ended
31.03.2014 31.03.2013
1. (a) Net Sales/Income from
Operations 616.44 283.84
(b) Other Operating Income 11.23 0.00
2. Expenditure
a. Increase/decrease in stock in trade and
work in progress -22.64 6.08
b. Consumption of raw materials 0.00 0.00
c. Purchase of traded goods 353.64 194.87
d. Employees cost 322.06 200.56
e. Depreciation 10.74 9.26
f. Other expenditure 265.28 205.76
g. Total 929.06 616.53
(Any item exceeding 10% of the total expenditure
to be shown separately) 0.00 0.00
3. Profit from Operations before Other Income,
Interest and Exceptional Items (1-2) (301.39) (332.70)
4. Other Income 0.00 19.82
5. Profit before Interest and Exceptional
Items (3 4) (301.39) (312.87)
6. Interest 0.43
7. Profit after Interest but before
Exceptional Items (5-6) (301.39) (312.87)
8. Exceptional items 471.41 0.00
9. Profit ( )/ Loss (-) from Ordinary
Activities before tax (7 8) 170.02 (312.87)
10. Tax expense 0.00 0.00
11. Net Profit ( )/Loss (-) from Ordinary
Activities after tax (9-10) 170.02 (312.87)
12. Extraordinary Item (net of tax expense Rs. 0.00 0.00
13. Net Profit( )/ Loss(-) for the
period (11-12) 170.02 (312.87)
14. Paid-up equity share capital (Face
Value of the Share shall be indicated) 1029.76 1029.76
15. Reserve excluding Revaluation 20.00 20.00
16. Earnings Per Share (EPS)
a) Basic and diluted EPS before Extraordinary
items for the period, 1.65 (3.04)
for the year to date and for the previous
year (not to be annualized)
b) Basic and diluted EPS after Extraordinary
items for the period, 1.65 (3.04)
for the year to date and for the previous
year (not to be annualized)
17. Public Shareholding
-No. of shares 2,677,517 2,677,517
- Percentage of shareholding 26.00% 26.00%
18. Promoters and promoter group
Shareholding **
a) Pledged/Encumbered
- Number of shares 0.00 0.00
- Percentage of shares (as a % of the
total shareholding of 0.00 0.00
promoter and promoter group)
- Percentage of shares (as a% of the
total share capital of the 0.00 0.00
company)
b) Non-encumbered
- Number of Shares 7,620,083 7,620,083
- Percentage of shares (as a% of the
total shareholding of 74.00% 74.00%
promoter and promoter group)
- Percentage of shares (as a % of the
total share capital of the 74.00% 74.00%
company)
1. BUSINESS AND OPERATIONS OF THE COMPANY
VIRTUAL SOFT- LEVERAGING
ROAMING TELECOM, VIRTUAL EVENT & VIRTUAL EXPERIENCE TECHNOLOGIES TO
PROVIDE UNIQUE & EXCEPTIONAL "CONNECT ,COMMUNICATE & ENGAGE,
EXPERIENTIALLY & COST - EFFECTIVELY (C2E3)" PRODUCTS, PLATFORMS ,
PROGRAMS AND SOLUTIONS TO LARGE BUSINESS CUSTOMERS AND CONSUMERS
Video Rich Broadband & 3G / 4G mobile networks - with LTE/ 5G coming
soon - are revolutionizing the way we do business and run our lives.
Virtual Soft and its v Reach division offer outstanding digital
broadband solutions. They use technology developed inhouse and by our
best- of -breed global partners to the advantage of large enterprises,
associations and media companies as well as their customers and
consumers. Broadband network & application solutions offer you a
convergence of voice, data and video that can be used for your business
- by creating and leveraging business function specific virtual events
- both live & on-demand, ideally through an annual engagement contract
with VirtualSoft.
VirtualSoft develops, integrates and deploys the technologies of the
day to set up the infrastructure & application platforms needed for
streaming interactive rich media content - as well as creating and
managing virtual events-over the internet, intranet or extranet.
A proprietary system called v Code guarantees clarity and seamless
delivery of audio, video and multimedia files across both narrowband
and broadband networks.
Virtual Soft has developed a world-class Enterprise Communication
Platform called vReach that utilizes existing corporate computing and
communocations infrastructure to make real-time business meeting and
events more cost-effective and convenient by reducing travel and
extending reach to globally dispersed customers, partners, and
co-workers over low and high bandwidth connections through a simple
browser interface.
VirtualSoft''s vReach division also offers Rich Media content creation
and migration services using proprietary technology and business
methods. It creates near video on-demand content synchronized with
Power point slides and other interactive mechanisms for leading
conference organizers like CM, FICCI, The Times of India Group, The
Federation of Asian Advertising Associations, India Today;
and for leading enterprises such as SAP, IBM, The World Bank and the
Tata Group.
It has created over 10,000 hours of such content for over 500 different
conferences and training events. This content is available in CD/DVD
form as well as on knowledge on-demand servers accessible over the
intranet and/or internet.
In the year under Review, we continued making progress on both the
Digital Demand Generation and Telecom initiatives that were launched in
the past few years.
In Demand Generation, we continued to strengthen the strategic
partnership for India and APAC with 6Connex Inc. (www.6Connex.com)-a
California based global leader in Virtual Experience & Virtual
Destination based business solutions. Supplementing 6Connex''s latest
Version 7 Technology/ Platform with our own domain competence,
technology, processes and goto market ecosystem, Virtual Soft is poised
launched a range of next generation Virtual Experience based events for
demand generation, customer engagement, collaboration, learning and
knowledge management. This will build on the work done in the past few
years for brands like CNBC/ Web 18, Cisco, Oracle, and Intel - both at
the India & APAC level.
The Telecom Division that launched global roaming solutions and
services under the "Roaml" brand (www.roam1.com), in FY 2010-11
continued to make significant progress in terms of innovative and and
unique product introductions and plans as well gaining market share and
acceptance - from end -customers and channel partners.
Our flagship product here is the Global Single Sim Product, that
contains 3 Telephone Numbers or Profiles (UK -Italy- USA) that provides
low cost telephony in international roaming. This SIM provides Free
Incoming in over 90 countries and provides low cost Call Back to India.
This is offered through both a prepaid and post-paid plans, with
real-time billing that allows the Indian Customer to control his
international telephony expenses. The billing is in real time and is
visible instantly on the net which ensures that there is no room for
over billing. The customer 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 the customer goes abroad, he adds
talk time on his card which makes repeat business very easy for us. The
Global Single SIM Product is supported by a wide array of country and
continent specific products and plans for voice, data and Blackberry
Messaging.
During the year under review, your Company, completed the proposal for
selling the Roam 1 Division''s running and operating business on a Slump
Sale Basis, to Roam
1 Telecom Ltd, New Delhi wef close of Business Hours of 30th June 2014
for Part Cash and Part Stock - that has lead to Roaml Telecom becoming
a Majority held subsidiary of your Compoany. This development will
allow dedicated focus and build out of the Roaming / Telecom Business
as a stand alone Business which should be beneficial both to the Roam 1
business venture as well as your Company.
In the year under Review, with an intent to synergise the two divisions
at a corporate level, the C2E3 Initiative was strengthened. C2E3 stands
for Connect Communicate Engage Experientially and Cost - Effectively
and provides a bridge for the Telecom & Roam 1 Division to collaborate
with the Virtual Events and Demand Gen Division in technology & product
development, marketing and large partner and account development. This
will lead to unique cross developed product offerings (e.g mobile
sales, mobile learning and mobile marketing & couponing tools and
platforms), cost rationalisation as well as more sales yield from our
goto market partners and large enterprise accounts.
With the foundation in Enterprise Broadband solutions, Telecom and
Roaming Solutions and now the C2E3 Initiative - all of which are
scaling up well, the Company now expects significant growth in both
revenues and profitability in the current year and the years to come.
2 DIVIDEND
Your Directors do not recommend a dividend.
3. AUDITORS
M/s. Nath Ahuja & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
4. DIRECTORS
Mr. Suresh Rajpal and Mr. Ashok Kumar Anand retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible offer
themselves for reappointment.
Mrs. Ritu Tandan who was appointed as an Additional Director in the
Meeting of the Board of Directors of the Company held on May 30, 2014
and who hold office up to the date of the ensuing Annual General
Meeting of the Company and being eligible offer themselves for re-
appointment.
5. DEPOSITS
The Company has not accepted deposits from the public for the year
under consideration.
6. PARTICULARS OF EMPLOYEES
There is no employee of the Company who has received remuneration in
excess of such sum as prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975.
7. CAPITAL MARKET DEVELOPMENTS
As on date, 94.66% 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.
8. 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.
All possible measures have been taken to conserve energy
By identifying potential areas for saving;
By incorporating energy efficient equipment;
By automation.
(b) Technology Absorption
Research & Development Specific areas in which Research & Development
work has been done in the Company- Intranet Content Delivery Network
(ICDN) solution. This solution helps Companies slash costs and raise
intellectual capital.
(c) Foreign Exchange Earnings
There had been no foreign exchanges earnings, during the year.
9. DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors wish to state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) that they 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) that they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) that they had prepared the annual accounts on a going concern
basis.
10. CORPORATE GOVERNANCE
A Separate statement an Corporate Governance along with the Auditor''s
Certificate on its compliance is given as part of the Annual Reports.
11. 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 Tandan Mr. R.V.Kulkarni
Date : August 14, 2014 Managing Director Wholetime Director
Mar 31, 2012
Dear Shareholders,
The Directors take pleasure in presenting for your consideration and
approval the Twentieth Annual Report of your Company for the financial
year ended March 31, 2012.
1 Financial Result
Particulars Year Ended Year Ended
31.03.2012 31.03.2011
1. (a) Net Sales/Income from Operations 430.73 125.66
(b) Other Operating Income 0.00 0.00
2. Expenditure
a. Increase/decrease in stock in trade and
work in progress 0.00 0.00
b. Consumption of raw materials 0.00 0.00
c. Purchase of traded goods 288.83 59.87
d. Employees cost 131.57 13.62
e. Depreciation 7.42 6.70
f. Other expenditure 134.21 47.05
g. Total 562.03 127.24
(Any item exceeding 10% of the total
expenditure to be shown separately) 0.00 0.00
3. Profit from Operations before Other
Income, Interest and Exceptional Items
(1-2) (131.30) (1.58)
4. Other Income 16.62 4.95
5. Profit before Interest and Exceptional
Items (3 4) (114.68) 3.37
6. Interest 0.43 0.46
7. Profit after Interest but before
Exceptional Items (5-6) (115.11) 2.918
Exceptional items 0.00 0.00
9. Profit ( )/ Loss (-) from Ordinary
Activities before tax (7 8) (115.11) 2.91
10. Tax expense 0.00 0.00
11. Net Profit ( )/ Loss (-) from Ordinary
Activities after tax (9-10) (115.11) 2.9112.
Extraordinary Item (net of tax expense Rs. 0.00 0.00
13. Net Profit( )/ Loss(-) for the
period (11-12) (115.11) 2.91
14. Paid-up equity share capital (Face
Value of the Share shall be indicated) 754.76 754.76
15. Reserve excluding Revaluation 20.00 20.00
16. Earnings Per Share (EPS)
a) Basic and diluted EPS before
Extraordinary items for the period, (1.53) 0.04
for the year to date and for the previous
year (not to be annualized)
b) Basic and diluted EPS after
Extraordinary items for the period, (1.53) 0.04
for the year to date and for the previous
year (not to be annualized)
17. Public Shareholding
- No. of shares 2,327,519 2,329,517
- Percentage of shareholding 30.84% 30.86%
18. Promoters and promoter group
Shareholding **
a) Pledged/Encumbered
- Number of shares 0.00 0.00
- Percentage of shares (as a % of the
total shareholding of promoter and
promoter group) 0.00 0.00
- Percentage of shares (as a% of the
total share capital of the company) 0.00 0.00
b) Non-encumbered
- Number of Shares 5,220,081 5,518,083
- Percentage of shares (as a% of the
total shareholding of promoter and
promoter group) 69.16% 69.14%
- Percentage of shares (as a % of the
total share capital of the company) 69.16% 69.14%
1. BUSINESS AND OPERATIONS OF THE COMPANY
VIRTUAL SOFT- LEVERAGING
MOBILE ROAMING, TELECOM, VIRTUAL EVENT & DEMAND GEN TECHNOLOGIES TO
PROVIDE UNIQUE & EXCEPTIONAL "CONNECT ,COMMUNICATE & ENGAGE,
EXPERIENTIALLY (C2E2)" PRODUCTS, PLATFORMS , PROGRAMS AND SOLUTIONS
TO LARGE BUSINESS CUSTOMERS AND CONSUMERS
Video Rich Broadband & 3G / 4G mobile networks are revolutionizing the
way we do business and run our lives. Virtual Soft and its v Reach
division offer outstanding digital broadband solutions. They use
technology developed in house and by our best-of -breed global partners
to the advantage of large enterprises, associations and media companies
as well as their customers and consumers. Broadband network &
application solutions offer you a convergence of voice, data and video
that can be used for your business - by creating and leveraging
business function specific virtual events - both live & on-demand,
ideally through an annual engagement contract with VirtualSoft.
Virtual Soft transforms conventional business, learning, entertainment
and media enterprises into rich media digital corporations. It uses the
technologies of the day to set up the infrastructure & application
platforms needed for streaming interactive rich media content - as well
as creating and managing virtual events - over the internet, intranet
or extranet.
A proprietary system called v Code guarantees clarity and seamless
delivery of audio, video and multimedia files across both narrowband
and broadband networks.
Virtual Soft has developed a world-class Enterprise Communication
Platform called vReach that utilizes existing corporate computing
infrastructure to make real- time business meeting and events more
cost-effective and convenient by reducing travel and extending reach to
globally dispersed customers, partners, and co-workers over low and
high bandwidth connections through a simple browser interface.
VirtualSoft''s vReach division also offers Rich Media content creation
and migration services using proprietary technology and business
methods. It creates near video on-demand content synchronized with
Power point slides and other interactive mechanisms for leading
conference organizers like CII, FICCI, The Times of India Group, The
Federation of Asian Advertising Associations, India Today; and for
leading enterprises such as SAP, IBM, The World Bank and the Tata
Group.
It has created over 10,000 hours of such content for over 500 different
conferences and training events. This content is available in CD/DVD
form as well as on knowledge on-demand servers accessible over the
intranet and/or internet.
In the year under Review, we continued making progress on both the
Digital Demand Generation and Telecom initiatives that were launched in
the previous year.
In Demand Generation, we continued to strengthen the strategic
partnership for India and APAC with 6Connex Inc. (www.6Connex.com) - a
California based global leader in Virtual Experience based business
solutions. Supplementing their technology with our own domain
competence, processes and goto market ecosystem, Virtual Soft launched
a range of next generation Virtual Experience based events for demand
generation, customer engagement, collaboration, learning and knowledge
management for brands like CNBC/ Web 18, Cisco, Oracle, and Intel -
both at the India & APAC level.
Further, for Intel India we received a major demand generation
assignment for their Small Medium Business (SMB) target audience in the
Delhi/ NCR and Punjab territories. This was subsequently extended to
Western and Southern India States.
The Telecom Division that launched global roaming solutions and
services under the "Roaml" brand (www. roam1.com), continued to
make significant progress in terms of innovative and and unique product
introductions and plans as well gaining market share and acceptance -
both from end -customers and channel partners.
Our flagship product here is the Global Single Sim Product, that
contains 3 Telephone Numbers or Profiles (UK -Italy- USA) that provides
low cost telephony in international roaming. This SIM provides Free
Incoming in over 90 countries and provides low cost Call Back to India.
This is offered through both a prepaid and post- paid plans, with
real-time billing that allows the Indian Customer to control his
international telephony expenses.
The billing is in real time and is visible instantly on the net which
ensures that there is no room for over billing. The customer 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 the customer goes abroad, he adds talk time on his card
which makes repeat business very easy for us. The Global Single SIM
Product is supported by a wide array of country and continent specific
products and plans for voice, data and Blackberry Messaging.
In the year under Review, with an intent to synergise the two divisions
at a corporate level, the C2E2 Initiative was conceived. C2E2 stands
for Connect Communicate Engage Experientially and provides a bridge for
the Telecom & Roam 1 Division to collaborate with the Virtual Events
and Demand Gen Division in technology & product development, marketing
and large partner and account development. This will lead to unique
cross developed product offerings (e.g mobile sales, mobile learning
and mobile marketing & couponing tools and platforms), cost
rationalization as well as more sales yield from our goto market
partners and large enterprise accounts.
With the foundation in Enterprise Broadband solutions, Telecom and
Roaming Solutions and now the C2E2 Initiative - all of which are
scaling up well, the Company now expects significant growth in both
revenues and profitability in the current year and the years to come
2 DIVIDEND
Your Directors do not recommend a dividend.
3. AUDITORS
M/s. Nath Ahuja & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
4. DIRECTORS
Mr. Suresh Rajpal and Mr. Ashok Kumar Anand retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible offer
themselves for reappointment.
5. DEPOSITS
The Company has not accepted deposits from the public for the year
under consideration.
6. PARTICULARS OF EMPLOYEES
There is no employee of the Company who has received remuneration in
excess of such sum as prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975.
7. CAPITAL MARKET DEVELOPMENTS
As on date, 92.67% 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.
8. 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.
All possible measures have been taken to conserve energy:
- By identifying potential areas for saving;
- By incorporating energy efficient equipment;
- By automation.
(b) Technology Absorption
Research & Development Specific areas in which Research & Development
work has been done in the Company- Intranet Content Delivery Network
(ICDN) solution. This solution helps Companies slash costs and raise
intellectual capital.
- Foreign Exchange Earnings
There had been no foreign exchanges earnings, during the year.
9. DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors wish to state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) that they 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) that they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) that they had prepared the annual accounts on a going concern
basis.
10. CORPORATE GOVERNANCE
A Separate statement an Corporate Governance along with the Auditor''s
Certificate on its compliance is given as part of the Annual Reports.
11. 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 Tandan Mr. R.V.Kulkarni
Date : August 01, 2012 Managing Director Wholetime Director
Mar 31, 2010
The Directors take pleasure in presenting for your consideration and
approval the Nineteenth Annual Report of your Company for the financial
year ended March 31,2010.
1. FINANCIAL RESULTS
(Figures in Lacs)
Particulars Year Ended Year Ended
31.03.2010 31.03.2009
1 Net Sates/Income from operations 36.55 50.41
2 Other Income 2.67 0.34
3 Total Income (1+2) 39.22 50.76
4 Expenditure;
a. Increase/Decrease in stock
in trade and work in progress 0.00 0.00
b. Consumtion of raw materials 0.00 0.00
c. Purchase of traded goods 6.81 13.24
d. Employees cost 29.94 37.84
e. Depreciation 7.22 8.67
f. Other Costs 30.89 45.54
g. Total 74.86 105.29
5 Interest 1.80 0.22
6 Exceptional Items 0.00 0.00
7 Profit(+)/Loss (-) form Ordinary Activities
before tax (3)-(4+5+6) (37.44) (54.75)
8 Tax Expenses
Fringe Benefit Tax 0.00 0.78
9 Net Profit(+)/Loss(-) from Ordinery
Acivities after tax (7-8) (37.44) (55.53)
10 Extraordinary Items (net of tax expense Rs. 0.00 0.00
11 Net Profit(+)7Loss(-)forthe period (9-10) (37.44) (55.53)
12 Paid up equity Share Capital (Face
Value of Share Rs. 10/-) 754.76 754.76
13 Reserves excluding Revalution Reserve 20.00 20.00
14 Earning Per Share (EPS)
a. Basic and diluted EPS before
Extraordinery items (0.50) (0.74)
b. Basic and diluted EPS after
Extraordinery items (0.50) (0.74)
15 Public Shareholding
Number of Shares 2,126,258 2,123,017
Percentage of Shareholding 28.17% 28.13%
2. BUSINESS AND OPERATIONS OF THE COMPANY
VIRTUAL SOFT- PIONEERING BROADBAND,
VIRTUAL EVENT & MOBILE ROAMING
SERVICES & SOLUTIONS
Broad band networks are revolutionizing the way we do business. Virtual
Soft and its v Reach division offer outstanding digital broadband
solutions. They use technology developed inhouse and by our best- of
-breed global partners to the advantage of large enterprises,
associations and media companies. Broadband network & application
solutions offer you a convergence of voice, data and video that can be
used for your business - by creating and leveraging business function
specific virtual events - both live & on-demand, ideally through an
annual engagement contract with Virtual Soft.
Virtual Soft transforms conventional business, learning, entertainment
and media enterprises into rich media digital corporations. It uses the
technologies of the day to set up the infrastructure & application
platforms needed for streaming interactive rich media content - as well
as creating and managing virtual events - over the internet, intranet
or extranet.
A proprietary system called v Code guarantees clarity and seamless
delivery of audio, video and multimedia files across both narrowband
and broadband networks.
Virtual Soft has developed a world-class Enterprise Communication
Platform called vReach that utilizes existing corporate computing
infrastructure to make real- time business meeting and events more
cost-effective and convenient by reducing travel and extending reac to
globally dispersed customers, partners, and co- workers over
low-bandwidth network connections through a simple browser interface
VirtualSofts vReach division also offers Rich Media content creation
and migration services using proprietary technology and business
methods. It creates near video on-demand content synchronized with
Power point slides and other interactive mechanisms for leading
conference organizers like Cll, FICCI, The Times of India Group, The
Federation of Asian Advertising Associations, Business Today; and for
leading enterprises such as SAP, IBM, The World Bank and the Tata
Group.
It has created over 8000 hours of such content for over 400 different
conferences and training events. This content is available in CD/DVD
form as well as on knowledge on-demand servers accessible over the
intranet and/or internet.
In the year under Review, three new initiatives were
successfully launched:
First, based on inhouse R&D, Virtual-Soft suucessfully developed and
deployed a B2B live Text Chat Platform (Multi - Panelist & Multiple
Levels of Moderation) with a video featurepp, for Intel India. 7
Virtual Events were then created and launched for Intel successfully
during the year. Over 3,000 of the Target Audience registered and over
1500 attended.
Second, based on a strategic partnership for India and APAC with
6Connex Inc
(www.6Connex.com)- a California based global leader in Virtual
Experience based business solutions & our own domain competence,
processes and goto market ecosystem, Virtual Soft launched a range of
next generation Virtual Experience based events for demand generation,
customer engagement, collaboration, learning and knowledge management
for brands like CNBC/ Web 18, Cisco, Oracle and Intel - both at the
India & APAC level.
Third based on technology & market development work done late in the
year under Review, in April 2010, Virtual Soft created a new Telecom
division to focus on Mobile Roaming Solutions for the global traveller
under the brand name "Roaml" (www.roam1.com)
Currently the options for an International Traveler for telephony
during his overseas travel is either to use the International Roaming
facility on his existing SIM or take a country specific SIM Card that
our competitors provide. We have, along with a UK based company
developed a unique solution which allows a consumer to use a single UK
based SIM which provides low cost telephony in international roaming.
This SIM provides Free Incoming in over 100 countries and provides low
cost Call Back to India. Over the past few months we have piloted this
SIM and have now over 2500 customers who regularly use this product.
The Card is a prepaid card, which again makes it very attractive for an
Indian Customer as it allows him to control his international telephony
expenses. The billing is in real time and is visible instantly on the
net which ensures that there is no room for over billing. The customer
gets to retain the card and can publish the number as his permanent
International Number. This way every time the customer goes abroad, he
adds talk time on his card which makes repeat business very easy for
us.
With the foundation in Enterprise Broadband solutions and the three new
initiatives launched in the year under Review, the Company now expects
significant growth in both revenues and profitability in the current
year and the years to come.
Virtual (Softs Unique Enterprise Broadband Services / Solutions
Business Model
Content
Content Creatton/Sourcing
- Original content creation
- Best-in-class content sourcing
- Text, audio, video, assets creation
- Digitally immersive multimedia
Content Packagiton
- Digitization content
- Directing. oditing. interactive
- Customization
- Content-based software development
- Online content and software repositories
- Encoding & Indexing
Market Making
- Program development full Service delivery
- Customer access mgmt.
- Solution integration
- 7 day/24-nour customer care help desk, direct services, anytime and
anywhere availability.
- Online services, Web sites
- Digital Rights Management
Information Dellvery
Hosting/Bandwidth Providers
- Internet Data Centres
- ISPs/CDNs
- Telecom / Cable TV Com parties (Resources for online multimedia
caching & delivery) Mobile
- 3G & 4G / Networks
Delivery Support
- Internet access, virtual private networks. ECDNs
- Server Platform manage ment and operations
- Local access points guranteed bandwidth, QoS, financial settlement.
Interface and Systems
- User interface, navigation, personalisation agents.
- Virtual Learning/Event management/Operating Environments.
- Autoring tools, e.g. Macromedia/Flash
- Electrontc Book Generators.
Boradband and Mobile Services / Solutions
3. DIVIDEND
Your Directors do not recommend a dividend.
4. AUDITORS
M/s. Nath Ahuja & Co., Chartered Accountants. Auditors of the Company
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
5. DIRECTOR
Mr. Surestgh Rajpal and Mr. Ashok Kumar Anand retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible offer
themselves for reappointment.
Ã. DEPOSIT
The Company has not accepted deposits from the publio for the year
under consideration.
7. PARTICULARS OF EMPLOYEES
There is no employee of the Company who has received remuneration in
excess of such sum as prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975.
8. CAPITAL MARKET DEVELOPMENTS
As on date. 78.65% 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.
9. 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.
All possible measures have been taken to conserve energy:
By identifying potential areas for saving;
By incorporating energy, efficient equipment;
By automation.
(b) Technology Absorption
Research & Development
Specific areas in which Research & Development work has been done in
the Company- Intranet Content Delivery Network (ICON) solution. This
solution helps Companies slash costs and raise intellectual capital.
(c) Foreign Exchange Earnings
There had been no foreign exchanges earnings, during the year.
10. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors wish to state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) that they 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) that they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) that they had prepared the annual accounts on a going concern
basis.
11. CORPORATE GOVERNANCE
A Separate statement an Corporate Governance along with the Auditors
Certificate on its compliance is given as part of the Annual Reports.
12 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 Tandan Mr. R. V. Kulkarni
Date: August 13,2010 Managing Director Wholetime Director
Mar 31, 2009
The Directors take pleasure in presenting for your consideration and
approval the Eighteenth Annual Report of your Company for the financial
year ended March 31, 2009.
1. FINANCIAL RESULTS
(Figures in Lacs)
Particulars Year Ended Year Ended
31.03.2009 31.03.2008
1 Net Sales/Income from operations 50.41 105.97
2 Other Income 0.34 5.81
3 Total Income (1+2) 50.76 111.78
4 Expenditure:
a. Increase/Decrease in stock in
trade and work in progress 0.00 0.00
b. Consumtion of raw materials 0.00 0.00
c. Purchase of traded goods 13.24 70.99
d. Employees cost 37.84 25.45
e. Depreciation 8.67 12.62
f. Other Costs 45.54 53.02
g. Total 105.29 162.08
5 Interest 0.22 0.02
6 Exceptional Items 0.00 0.00
7 Profit(+) / Loss (-) form Ordinary
Activities before tax (3)-(4+5+6) (54.75) (50.32)
8 Tax Expenses
Fringe Benefit Tax 0.78 0.73
9 Net Profit(+) /Loss(-) from Ordinery
Acivities after tax (7-8) (55.53) (51.05)
10 Extraordinery Items (net of tax
expense Rs. 0.00 0.00
11 Net Profit(+) /Loss(-) for the
period (9-10) (55.53) (51.05)
12 Paid up equity Share Capital
( Face Value of Share Rs. 10/-) 754.76 754.76
13 Reserves excluding Revalution Reserve 20.00 20.00
14 Earning Per Share (EPS)
a. Basic and diluted EPS before
Extraordinery items (0.74) (0.68)
b. Basic and diluted EPS after
Extraordinery items (0.74) (0.68)
15 Public Shareholding
Number of Shares 1,789,557 1,788,125
Percentage of Shareholding 23.71% 23.39%
2. BUSINESS AND OPERATIONS OF THE COMPANY
VIRTUAL SOFT- PIONEERING BROADBAND SERVICES & SOLUTIONS
Enterprise Broadband networks and applications are revolutionizing the
way we do business. Virtual Soft and its v Reach division offer
outstanding digital broadband solutions. They use technology to the
advantage of your organization. Broadband network solutions offer you
a convergence of voice, data and video & immersive flash content that
can be used on-demand for your business needs.
Virtual Soft transforms conventional business, learning, entertainment
and media enterprises into rich media digital corporations. It uses the
technologies of the day to set up the infrastructure needed for
streaming interactive rich media content over the internet, intranet or
extranet. In the year under review it used its core rich media
expertise to conceive and execute.
Comprehensive virtual trade fair, lead generation and customer
engagement solutions - based on new platforms developed in-house and
those sourced from world- leaders like Design Reactor Inc, USA.
A proprietary system called v Code guarantees clarity and seamless
delivery of audio, video and multimedia files across both narrowband
and broadband networks.
Virtual Soft has developed a world-class Enterprise Communication
Platform called vReach that utilizes existing corporate computing
infrastructure to make real- time business meeting and events more
cost-effective and convenient by reducing travel and extending reach to
globally dispersed customers, partners, and co-workers over
low-bandwidth network connections through a simple browser interface
VirtualSofts vReach division also offers Rich Media content creation
and migration services using proprietary technology and business
methods. It creates near video on-demand content synchronized with
Power point slides and other interactive mechanisms for leading
conference organizers like CII, FICCI, The Times of India Group, The
Federation of Asian Advertising Associations, Business Today; and for
leading enterprises such as SAP, IBM, The World Bank and the Tata
Group.
It has created over 10000 hours of such content for over 500 different
conferences and training events. This content is available in CD/DVD
form as well as on knowledge on-demand servers accessible over the
intranet and/or internet.
Based on new platforms developed and sourced over the past year,
VirtualSoft successfully launched and deployed B2B Text Chat Events for
Intel and Powered up Indias first Enterprise Technology Virtual Trade
Fair for Web 18, a Network 18 Group Company. Sponsors for this Show
included all the Big names in Indias ICT Industry, vis : Microsoft,
Cisco, Oracle, IBM, EMC, Airtel and Tata Communications. Based on this
success the Company expects significant long term and annuity type
business from major Indian and global companies, as well as major media
companies and associations, based on these new platform & solutions in
the years ahead.
The company has now re-organised itself into 2 Major Practices:
A. Demand Generation Practice
B. Learning, Collaboration and Knowledge Management Practice including
Knowledge Monetisation.
3. DIVIDEND
Your Directors do not recommend a dividend.
4. AUDITORS
M/s. Nath Ahuja & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
5. DIRECTOR
Mr. Suresh Rajpal and Mr. Ashok Kumar Anand retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible offer
themselves for reappointment.
6. DEPOSIT The Company has not accepted deposits from the public for
the year under consideration.
7. PARTICULARS OF EMPLOYEES
There is no employee of the Company who has received remuneration in
excess of such sum as prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975.
8. CAPITAL MARKET DEVELOPMENTS
As on date, 78.65% 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.
9. 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.
All possible measures have been taken to conserve energy:
à By identifying potential areas for saving;
à By incorporating energy efficient equipment;
à By automation.
(b) Technology Absorption
Research & Development
Specific areas in which Research & Development work has been done in
the Company- Intranet Content Delivery Network (ICDN) solution. This
solution helps Companies slash costs and raise intellectual capital.
é Foreign Exchange Earnings
There had been no foreign exchanges earnings, during the year.
10. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors wish to state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) that they 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) that they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) that they had prepared the annual accounts on a going concern
basis.
11. CORPORATE GOVERNANCE
A Separate statement an Corporate Governance along with the Auditors
Certificate on its compliance is given as part of the Annual Reports.
12. 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 Tandan Mr. R.V.Kulkarni
Date :August 13, 2009 Managing Director Wholetime Director
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