To
The Members
IDream Film Infrastructure Company Limited
(formerly known as Soft BPO Global Services Limited)
The Directors have pleasure in presenting the Forty Third (43rd) Annual
Report of the Company together with the Audited Financial Statements for the year ended 31st
March, 2024.
1. FINANCIAL STATEMENTS & RESULTS
a. FINANCIAL RESULTS :
The Company's performance during the year ended 31st March, 2024 as compared to the
previous financial year, is summarized below:
(Amount in Lacs)
Particulars |
For the Financial Year ended 31" March 2024 |
For the Financial Year ended 31" March 2023 |
Total Income |
4.37 |
0.43 |
Less: Expenses |
20.15 |
25.73 |
Loss before Exceptional and Extra-Ordinary items and tax |
(15.78) |
(25.30) |
Profit / (Loss) Before Tax |
(15.78) |
(25.30) |
Less: Provision for Tax |
- |
- |
Income Tax of earlier years w/off |
- |
- |
Profit / (Loss) After Tax |
(15.78) |
(25.30) |
b. OPERATIONS:
During the year under review, the Company did not undertake any business operations.
The Company incurred a Net Loss of INR (15.78) Lacs due to administrative and other fixed
expenses
c. CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no change in the nature of business of the
Company.
d. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company has one Wholly-owned Subsidiary Company viz. AHA Parks Limited which is an
unlisted Public Company. The performance and financial position of the subsidiary Company
for the year ended 31st March, 2024 is attached and marked as Annexure I and
forms part of this Report.
During the year under review, our Company did not have any Associate or Joint Venture
Company.
No company has become or ceased as subsidiary, associate and joint venture, during the
year under review.
e. DIVIDEND :
Considering the loss incurred in the current financial year and accumulated losses, our
Directors have not recommended any dividend for the financial year under review.
f. TRANSFER TO RESERVES:
In view of loss incurred during the year under review, our Directors have not
recommended transfer of any amount to reserves.
g. REVISION OF FINANCIAL STATEMENT:
During the year under review, there was no revision of the financial statements
pertaining to previous financial years.
h. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Sections 73 and 74 of the Companies Act, 2013 ('the Act') read with the
Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details of deposits which are not in compliance with Chapter
V of the Act is not applicable.
i. DISCLOSURES UNDER SECTIONS 134(3)(1) OF THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year of the Company and date of this Report.
j. DISCLOSURES OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
k. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or Court or
Tribunal which can have impact on the going concern status and the Company's operations in
future.
l. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were transactions entered by the Company which are falling under Section 188 of
the Companies Act, 2013, with related party(ies) as defined under Section 2(76) of the
Companies Act, 2013 during the financial year under review. The particulars of
transactions entered by the Company with the related parties in Form AOC-2 is attached as Annexure
II. The Company has not entered in any contracts or arrangements with the related
parties.
m. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS AND SECURITIES:
The particulars of loans given during the financial year under review along with the
purposes for which such loans to be utilized by the recipients thereof, has been furnished
in Note No. 19 (b) and (c) of the financial statement.
The Company did not given guarantee, made investment or provided security during the
financial year under review.
n. SHARE CAPITAL:
During the year under review, the Company has not issue any shares and hence,
disclosures under Section 43(a)(ii), Section 54(1)(d) and Section 62(1)(b) of the
Companies Act, 2013 read with relevant rules are not required to be furnished.
n. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, the Company did not issue any shares and hence,
disclosures under Section 43(a)(ii), Section 54(1)(d) and Section 62(1)(b) of the
Companies Act, 2013 read with relevant rules are not required to be furnished.
o. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Companies Act, 2013read with Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014 and hence no details w.r.t. the same are furnished.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board of the Company is duly constituted in accordance with the requirements of
Section 149 of the Act. During the year under review there were no changes in Board of
Directors & Key Managerial Personnel except as mentioned below: -
1. Ms. Nirali Mehta was appointed as a Company Secretary & Compliance Officer with
effect from August 07, 2023.
b) DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations from Independent Directors under Section 149(7)
of the Companies Act, 2013 confirming their independence vis-a-vis the Company as provided
under Section 149(6)of the Companies Act, 2013.
3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND ITS POLICIES:
a. BOARD MEETINGS:
The Board of Directors met 5 (Five) times during the financial year ended 31st
March, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made
there under.
b. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31" March, 2024, the Board of
Directors hereby confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures, wherever
applicable;
b. such accounting policies have been selected and applied consistently and the
Directors 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 as at 31 " March, 2024 and
of the loss of the Company for the year ended on that date;
c. proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
c. AUDIT COMMITTEE:
The composition of the Audit Committee is in conformity with the provisions of the
Section 177 of the Companies Act, 2013 as amended from time time.
The composition of the audit committee as on 31st March, 2024 was as under:
Sr. No. |
Name |
Category |
Chairperson / Member |
1. |
Mrs. Amola Patel |
Independent Director |
Chairperson |
2. |
Mr. Rahul Kate |
Independent Director |
Member |
3. |
Mrs. Kalpana Morakhia |
Executive Director |
Member |
During the year under review, the Board of Directors of the Company had accepted all
the recommendations of the Committee.
d. NOMINATION AND REMUNERATION COMMITTEE:
The composition of the committee as on 31st March, 2024 was as under:
Sr. No. |
Name |
Category |
Chairperson / Member |
1. |
Mrs. Amola Patel |
Independent Director |
Chairperson |
2. |
Mr. Rahul Kate |
Independent Director |
Member |
3. |
Mrs. Kalpana Morakhia |
Executive Director |
Member |
The Board has in accordance with the provisions of Section 178(3) of the Companies Act,
2013, formulated the policy setting out the criteria for determining qualifications,
positive attributes, independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees. The extract of the Policy
approved and adopted by the Board is appended as Annexure III to this Report.
e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company have pursuant to the provisions of Section 177(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed a 'Vigil Mechanism Policy' for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any, financial statements and
reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairmperson of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.
f. RISK MANAGEMENT POLICY:
The development and implementation of risk management policy has been covered in the
management discussion and analysis, which forms part of this Report.
g. ANNUAL EVALUATION OF DIRECTORS / COMMITTEE AND BOARD:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Companies Act,
2013.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria as laid down by the Nomination and
Remuneration Committee.
In a separate meeting of the Independent Directors, the performance of Non-Independent
Directors, the Board as a whole and of the Chairman was evaluated, taking into account the
views of Executive Director and Non-Executive Directors.
Performance evaluation of both the Independent Directors was carried out by the entire
Board, excluding the Independent Director being evaluated.
h. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company's
business and size and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES
AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014:
During the year under review, Directors and Key Managerial Personnel were not paid any
remuneration and hence no details are required to be furnished in accordance with the
provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
j. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY
COMPANIES:
Mrs. Kalpana Morakhia who was designated as the Managing Director w.e.f September 29,
2021 is in receipt of remuneration from the Holding Company.
4. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
a. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013, the shareholders
of the Company at the 41st Annual General Meeting appointed M/s. Kanu Doshi &
Associates LLP, Chartered Accountants, (Firm Registration No. 104746W/W100096) as the
Statutory Auditors of the Company to hold office for a period of five years commencing
from the conclusion of 41st Annual General Meeting up-to the conclusion of 46th Annual
General Meeting of the Company.
They have confirmed that they are not disqualified from continuing as Auditors of the
Company.
b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2024:
The observations / emphasis of matter made by the Statutory Auditors in their report
for the financial year ended March 31, 2024 read with the explanatory notes therein are
self-explanatory and therefore, do not call for any further explanation or comments from
the Board under Section 134(3) of the Companies Act, 2013.
c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH, 2024:
M/s. Rai Parihar & Co., Company Secretaries were appointed as the Secretarial
Auditors of the Company for the FY 2023 - 24. However, M/s. Rai Parihar & Co., Company
Secretaries tendered their resignation as the Secretarial Auditors of the Company. The
Board, appointed M/s. Prateek Maheshwari & Associates, Practicing Company Secretary as
the Secretarial Auditors of the Company to conduct the secretarial audit for the FY
2023-24.
Secretarial Audit Report issued by M/s. Prateek Maheshwari & Associates, Company
Secretaries, in Form MR-3 for the financial year 2023-24 is marked as Annexure IV and
forms part of this Report.
The observations made by the Secretarial Auditors in their report for the Financial
Year ended March 31,2024 read with the explanatory notes therein are as follows:
a) The Company has not complied with Regulation 46 of LODR with respect to the
maintenance of a functional website. Management reply
The Company has initiated the steps to comply with the applicable provisions.
b) The Company has defaulted in SDD Compliances under SEBI (Prohibition of Insider
Trading Regulations), 2015. Management reply
The Company has installed necessary software as per the requirements and update the
records in the said system
d. FRAUD REPORTING:
During the year under review, there were no instances of material or serious fraud
falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or
employees reported by the Statutory Auditors or Secretarial Auditors of the Company during
the course of the audit.
5. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Companies Act, 2013 read with
rule 8 of the Companies (Accounts) Rules, 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
The Annual Return in Form MGT-7 for the financial year ended 31" March, 2024 made
under the provisions of Section 92(3) of the act read with Companies (Management and
Administration) Rules, 2014 is available on Company's website at www.idreamfilminfra.com
b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
During the year under review, the Company has neither earned nor used any foreign
exchange.
c. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Company was not required to separately constitute a Stakeholders' Relationship
Committee.
d. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social responsibility policy) Rules, 2014 were not applicable to the Company
during the Financial Year 2023-24 and accordingly compliances with respect to the same
were not applicable to the Company during the year under review.
e. COST AUDITORS:
The Central Government of India has not specified the maintenance of Cost Records under
Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014.
f. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace and has also established an Internal Complaints Committee, as
stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules thereunder. During the year under review, no complaints in
relation to such harassment at workplace have been reported.
g. CORPORATE GOVERNANCE:
The Company has not paid any remuneration to its managerial personnel as per Section II
of Schedule V of the Companies Act, 2013.
h. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management Discussion and Analysis Report is marked as Annexure
V and forms part of this Report.
I. SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
j. GENERAL:
The Directors states that, no disclosure or reporting is required in respect of the
following items as there were no transactions pertaining to the same during the year under
review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise;
2. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme;
3. Neither the Managing Director nor the Whole-time Director of the Company received
any remuneration or commission from any of its subsidiaries.
4. Application made or proceeding pending under the Insolvency and Bankruptcy Code,
2016.
5. Difference between amount of valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions.
6. ACKNOWLEDGMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company.
In addition, your Directors also placed on record their sincere appreciation of the
commitment and hard work put in by the Registrar & Share Transfer Agent, all the
suppliers, sub-contractors, consultants, clients and employees of the Company.
For and on behalf of the Board
Kalpana Morakhia |
Amola Paresh Patel |
Managing Director |
Director |
DIN:00336451 |
DIN:06963695 |
Date : September 4, 2024
Place: Mumbai
Registered Office:
Flat No B-4501 & B-4601, Lodha Bellissimo,
Lodha Pavilion, Apollo Mill Compound,
Mahalaxmi, Mumbai 400 011
CIN: L51900MH1981PLC025354
Tel.: 022 6740 0900 Fax: 022 6740 0988
Email: mca@ahaholdings.co.in
Website: www.idreamfilminfra.com