Your Directors have pleasure in presenting the 32nd Annual Report of the Company together with the Audited Accounts
for the financial year ended March 31st, 2024.
FINANCIAL SUMMARY HIGHLIGHTS
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PARTICULARS
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F.Y. 2023-24
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F.Y. 2022-23
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Revenue
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25,76,000
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1,19,45,000
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Other Income
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23,64,110
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1,15,47,110
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Total Expenses
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44,67,046
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2,48,04,104
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Profit/ (loss) before tax for the year
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4,73,064.40
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(13,11,994.45)
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Less: Income tax and deferred tax expenses
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3,71,721
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(1,06,633.47)
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Total Comprehensive Income(Loss) for the Year
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8,44,785
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(14,18,628)
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Balance carried forward
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8,44,785
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(14,18,628)
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(Amount in^')
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business of the company during the year 2023-24.
COMPANY'S STATE OF AFFAIRS
Your Company has delivered another year, during the year company's performance fluctuated as bit however
management is working upon to advancement for future year, so that performance would be better.
DEPOSITS
During the year under review the Company has not accepted or remain unpaid or unclaimed any deposits covered
under chapter V of the Companies Act, 2013. Falling within the meaning of section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.
There was none of case, which did not comply with the requirements of chapter V of Companies Act, 2013.
DETAILS OF DIRECTORS AND KMP
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S.NO.
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NAME
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DESIGNATION
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1.
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Mr. Malikhan Singh Yadav
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Non-Executive - Independent Director
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2.
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Mrs. Manisha Agarwal
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Director-MD
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3.
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Mr. Rajesh Kumar Vaid
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Non-Executive -Independent Director
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4.
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Mr. Ankit Garg
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Director cum Chief Financial Officer
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5.
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Mr. Parul Kumar
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Director
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DETAIL OF DIRECTORS AND KMP WHO HAVE APPOINTED AND RESIGNED DURING THE YEAR
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S.NO.
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NAME
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EVENT
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1
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Mr. Rajesh kumar vaid
(Additional Director)
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He was appointed as Additional Director w.e.f 30/10/2023
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2
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Mr. Adesh Kumar Agarwal
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Mr. Adesh Kumar Agarwal (DIN 07966067) Director of the Company,
has resigned due to his personal reasons, effective from October 30, 2023
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3.
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Mr. Sudhir Agarwal
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Resigned due to their personal reasons, effective from August 02, 2023
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4.
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Mr. Daksh Agarwal
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Resigned due to their personal reasons, effective from August 02, 2023
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5.
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Mr. Ankit Garg
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He was appointed as Director w.e.f August 02, 2023
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6.
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Mr. Parul Kumar
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He was appointed as Director w.e.f August 02, 2023
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ROTATION OF DIRECTOR
In ensuing AGM no director is liable to retire by rotation.
SUBSIDIARY. IOINT-VENTURE & ASSOCIATE COMPANIES
As on 31st March 2024, the Company has no Subsidiary company, Joint-Venture or Associate companies.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the regulators, courts, or tribunals that impact the going
concernstatus and company's operations in future.
COMPANY'S PERFORMANCE
The company Profit has increased as compared to last year. Company has tried to enhance shareholder value
through sound business decisions, prudent to financial management and high standard of ethics throughout the
organization.
RESERVES
The Board of the company has earned profit of Rs. 844785.
DIVIDEND
The Board has not recommended any dividend for the year 2023-24.
STATE OF COMPANY'S AFFAIRS
There was no change in states of the company's affairs during the year 2023-24.
MATERIAL CHANGES AND COMMITMENT THAT AFFECT THE COMPANY'S FINANCIAL POSITION
There was no material change during the year 2023-24 that affect the financial position of company and therefore no
requirement was raised to disclose remedial measures.
GENERAL INFORMATION OF COMPANY
Management has overviewed of the industry in respect of our company and observed that there was no important
changes in industry during the last year 2023-24 which had impacts on company's performance.
CAPITAL AND DEBT STRECTURE
The Authorized Capital of the company is 30, 00, 00,000.00/- and paid up Equity Share Capital as on 31st March, 2024
was 16, 88, 90,000.00/-@ ' 10/- per share. There was no change in the capital structure of company and company has not
issued any new share or convertible securities during the year 2023-24. The Company not issued shares with differential
voting rights nor granted stock options nor sweat equity. Instead of above that the company was not issued any
debentures, bonds, warrants or any non-convertible securities during the year 2023-24.
The company has not held any shares in trust for the benefit of employees where the voting rights are not exercised
directlyby the employees.
MEETING OF BOARD OF DIRECTORS
The board of Directors meets time to time to discuss important matters in the interest of company. The intervening
gapbetween the Meetings was within the period prescribed under the Companies Act, 2013.
EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION. RESERVATION AND ADVERSE REMARK
There is a qualification in report of Statutory Auditor which is:-
"The company has used accounting software for maintaining its books of accounts for the financial year ended on
March 31, 2024 which does not have a feature of recording audit trails (edit log) facility and the same has been
operated throughout the year for all relevant transaction recorded in the software."
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The detail of any loan or guarantees or securities and investment made during the year 2023-24 covered under
the provisions of section 186 of the Companies Act, 2013 given under note 26 to financial statement.
COMMITTEE OF BOARD
The Company's Board has the following mandatory committees:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationships Committee
Details of terms of reference of the Committees, Committee membership and attendance at meetings are
provided in theCorporate Governance Report, which forms part of this Annual Report.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Company duly constituted by the following members:-
Mr. Malikhan Singh Yadav Chairman
Mr. Rajesh Kumar Vaid Member
Mr. Parul Kumar Member
The Audit committee has three (3) directors as members in the committee from which two third (2/3) of the members
were independent directors and all the members of audit committee were financially literate.
During the year F.Y.1st April, 2023 to 31st March, 2024, the Audit Committee met four (4) which are held on 29.05.2023,
14.08.2023, 09.11.2023 and 14.02.2024
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company duly constituted by the following members:-
Mr. Raj esh Kumar Vaid Chairman
Mr. Malikhan Singh Yadav Member
Mr. Parul Kumar Member
During the year F.Y.1st April, 2023 to 31st March 2024, Nomination and Remuneration Committee met once (1)
time dated 02.08.2023.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders’ Relationship Committee of the Company duly constituted by the following members:-
Mr. Raj esh Kumar Vaid Chairman
Mr. Malikhan Singh Yadav Member
Mr. Parul Kumar Member
During the year F.Y.1st April, 2023 to 31st March 2024, Stakeholders’ Relationship Committee met once (1) time
dated 26.07.2023.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual evaluation of its own performance, its Committees, as well as the
Directors individually.
The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee and at the Board
Meeting held on 02.08.2023 and improvement areas were discussed. Details regarding process and criteria for evaluation
aregiven in the Report on Corporate Governance, which forms a part of this Annual Report.
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT IN ANNUAL GENERAL MEETING
No Director is liable to be retire by rotation.
Mr. Rajesh Kumar Vaid as an additional director w.e.f 30/10/2023. He is required to be regularized as Director
in ensuing 32nd Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors report as under:
• That in the preparation of the annual accounts, the applicable accounting standards have been followed.
• That the Directors have 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 or loss of the company for that period.
• That the directors have 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.
• That the Directors have prepared the annual accounts on a going concern basis.
• That the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and operating effectively.
• That 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.
• No proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.
• The 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, is not applicable on the
company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion
andAnalysis, which is a part of this report.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with
relevantRules framed there under either to the Company or to the Central Government.
RELATED PARTIES TRANSACTIONS
During the financial year ended 31st March 2024, all contracts or arrangements or transactions entered into by the
Company with related parties were in the ordinary course of business and on an arm's length basis and were in
compliance with the applicable provisions of the Companies Act, 2013, and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), as applicable. Further,
the Company did not enter into any contract or arrangement or transaction with related parties that could be considered
material in accordance with the policy of the Company on materiality of related party transactions. In view of the above,
disclosure in FORM AOC-2 is not applicable. FORM AOC-2 annexed in "Annexure A" herewith and forming part of this
report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company needs not to comply with the provisions of Section 135 of Companies act, 2013, as the company does not fall
in eligibility ambit of Corporate Social Responsibility initiatives.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required to be furnished under section 134 (3)(m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and
outgo is annexed in " Annexure B" herewith and forming part of this report.
BUSINESS RISK MANAGEMENT
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active
approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective,
the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk
related issues.
In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth
plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk,
Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further
includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
INDEPENDENT DIRECTORS
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S no.
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Name
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Designation
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1.
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Malikhan Singh Yadav
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Non-Executive (Independent Director)
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2.
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Mr. Rajesh Kumar Vaid
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Non -Executive(Independent Director)
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INDEPENDENT DIRECTOR MEETING
During F.Y. 2023-24, one (1) meeting of the Independent Directors was held on 02.08.2023. The Independent Directors,
inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company,
taking into account the views of executive directors and non-executive directors.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by
adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil
mechanism policy and the same has been posted on our website..
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year there was no significant and material order passed by any regulators or court or tribunal which would
impactthe going concern status and company's operations in future.
AUDITORS REPORTS
G A M S & Associates LLP (FRN N500094) was the statutory auditor of the company for the FY 2023-24. The Independent
Auditor Report is annexed herewith.
SECRETARIAL AUDIT REPORTS
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the Company has appointed M/S CS Divya Rani, Practising Company
Secretary(COP No. 26426) to to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure C" in the Form MR- 3.
EXPLANATIONS BY BOARD ON QUALIFICATIONS BY SECRETARIAL AUDITOR
There is no qualification or remarks by Secretarial Auditor, in their report.
COMPLIANCE WITH SECRETARIAL STANDARD
All the applicable Secretarial Standard were compiled by company during the year 2023-24. Applicable Secretarial
Standard-1 and Secretarial Standard-2 took in consideration while meeting of Board of Directors and General meetings
are conducted during the year. Secretarial Standard-4 was considered for preparation of Board Report of company during
the year 2023-24.
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH, 2023
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the Annual Return is available on the website of the Company
http://svamsoftwareltd.in/corporate-announcements/.
DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The company has complied with the provision relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, whose further details are given in Report on Corporate
Governance.
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS. 2015
Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the
stipulations set out in the Listing Regulations with the Stock Exchanges and have implemented all the prescribed
requirements.
Pursuant to Securities and Exchange Boards of India (Listing Obligations and Disclosure Requirements) Regulation, 2015
('Listing Regulations') the Corporate Governance Report and the certificate from Practicing Company Secretary regarding
compliance of conditions of Corporate Governance are part of this Annual Report.
CODE OF CONDUCT COMPLIANCE
The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior
Management, for the financial year ended March 31, 2024 is given in Report on Corporate Governance, which forms a
part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The
internal Audit functions reports to the Chairman of the Audit Committee and to Chairman and Managing Director of the
Company.
The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. It's
compliances with operating systems, accounting procedure and policies at all locations of the Company.
M/ Sandeep Kumar Singh & Co Chartered Accountants, (FRN No: 035528N) acts as an Internal Auditor of the Company.
Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and
compliance with Corporate Policies. There is an ongoing process to track the evolution of risks and delivery of mitigating
action plans.
LISTING WITH STOCK EXCHANGES
The Company has not paid the Annual Listing Fees so far for the year 2023-24 to BSE, where the Company's Shares
arelisted
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They
are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued
support. The Directors look forward to a bright future with confidence.
CAUTIONARY STATEMENT
The statements contained in the Board's Report contain certain statements relating to the future and therefore are
forward looking within the meaning of applicable securities, laws and regulations various factors such as economic
conditions, changes in government regulations, tax regime, other statues, market forces and other associated and
incidental factors may however lead to variation in actual results.
For and on behalf of the Board
Svam Software Limited
SD/
Manisha Agarwal Ankit Garg
(Managing Director) (Director)
(DIN: 00025419) (DIN: 10154723)
Date: 05/09/2024
Place: Delhi
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