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Softbpo Global Services Ltd. Annual Report 2022

Sep 6, 2022

63564_rns_2022-09-06_905d1547-576f-4531-9c04-b8f4e02e2e73.pdf

Annual Report

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IDream Film Infrastructure Company Limited

B-4501 & 4601, LodhaBellissimo, Lodha Pavilion, Apollo Mills Compound,Mahalaxmi, Mumbai: 400 011, Tel No.022-67400900, Fax No: 022-24381374 CIN No.L51900MH1981PLC025354 WEB: www.idreamfilminfra.com

September 6, 2022

To

BSE Limited

Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001

Scrip Code: 504375

Sub.: Notice of Annual General Meeting and Annual Report for Financial Year 2021 - 22 _ Compliance under Regulation 30 and 34 of the Securities And Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir / Madam,

This is further to our letter dated September 2, 2022 intimating that 41[st] Annual General Meeting of IDream Film Infrastructure Company Limited (‘Company’) will be held on Thursday, September 29, 2022 at Unit No. 404, New Udyog Mandir No. 2, Mogul Lane, Mahim (West), Mumbai- 400 016 at 12:00 noon

Pursuant to Regulation 30 and 34(1) of the Listing Regulations, we enclose herewith the following:

  1. Notice of the 41[st] Annual General Meeting of the Company (including e-voting instructions).

  2. Annual Report of the Company for the Financial Year 2021-22.

The Notice of AGM along with the Annual Report for the financial year 2021-22 is also being - made available on the website of the Company at http://www.idreamfilminfra.com/wp - content/uploads/2022/09/AFR%202021 2022.pdf

==> picture [133 x 45] intentionally omitted <==

IDream Film Infrastructure Company Limited

B-4501 & 4601, LodhaBellissimo, Lodha Pavilion, Apollo Mills Compound,Mahalaxmi, Mumbai: 400 011, Tel No.022-67400900, Fax No: 022-24381374 CIN No.L51900MH1981PLC025354 WEB: www.idreamfilminfra.com

You are requested to take the above on record.

Thanking You,

Yours faithfully,

For IDream Film Infrastructure Company Limited

(Formerly SoftBPO Global Services Limited)

==> picture [133 x 45] intentionally omitted <==

______ Kalpana Morakhia Managing Director DIN: 00336451

IDream Film Infrastructure Company Limited

Annual Report

2021 - 2022

Index

BOARD OF DIRECTORS

Mrs. Kalpana Morakhia,Managing Director (Appointed as Managing Director w.e.f 29.09.2021) Mrs. Amola Patel, Independent Director Mr. Rahul Kate, Independent Director Mr. Umesh Bhise, Chief Financial Officer Ms. Vishakha Ketan Poladia, Company Secretary

BANKERS

HDFC Bank Limited, Mumbai

REGISTERED OFFICE

Flat No. B-4501 & B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi, Mumbai - 400 011

REGISTRAR & SHARE TRANSFER AGENT

Bigshare Services Private Limited

1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road Marol, Andheri (East) Mumbai - 400 059

CONTENTS

CONTENTS
IDream Film Infrastructure Company Limited Page No.
st
Notice of 41 Annual General Meeting ('AGM')
1
Directors’ Report 10
Annexure to Directors’ Report 16
Standalone Annual Accounts
Auditors’ Report on Standalone Financial Statements 27
Balance Sheet 36
Statement of Profit & Loss 37
Cash Flow Statement 38
Statement of Change in Equity 39
Notes to the Accounts 40
Consolidated Annual Accounts
Auditor’s Report on Consolidated Annual Accounts 56
Consolidated Balance Sheet 63
Consolidated Statement of Profit & Loss 64
Consolidated Cash Flow Statement 65
Consolidated Statement of Change in Equity 66
Consolidated Notes to the Accounts 67
Proxy Form, Ballot Form, Attendance Slip
& Route Map of AGM

Forty First Annual General Meeting of the Company will be held on Thursday, 29th September, 2022 at Unit No. 404, New Udyog Mandir No. 2, Mogul Lane, Mahim (West), Mumbai- 400 016 at 12:00 noon

Notice

NOTICE is hereby given that the Forty First Annual General Meeting of the Members of IDream Film Infrastructure Company Limited (formerly known as SoftBPO Global Services Limited) will be held on Thursday, 29th September, 202 2 at Unit No. 404, New Udyog Mandir No. 2, Mogul Lane, Mahim (West), Mumbai- 400 016 at 12:00 noon to transact the following businesses:

ORDINARY BUSINESS:

  1. To consider and adopt:

  2. a. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2022, together with the Reports of the Board of Directors' and Auditor's thereon; and

st

  • b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31 March, 2022, together with the Report of the Auditor's thereon.

  • To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

  • “RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to the recommendation of the Audit Committee, M/s. Kanu Doshi Associates LLP, Chartered Accountants, having Firm Registration No. 104746W/W100096 be and isherebyappointed as the Statutory Auditors of the Company for the term of 5 (five) years, from the conclusion of this 41st Annual General Meeting till the conclusion of the 46th Annual General Meeting to be held in the year 2027, to examine and audit the accounts of the Company at such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.”

SPECIAL BUSINESS:

  1. To consider and appoint Mrs. Kalpana Shripal Morakhia (DIN: 00336451) as the Director of the Company and in this regard, if considered and thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution:

  2. “RESOLVED THAT in accordance with the provisions of Sections 196,197,203, Schedule V of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made there under (including any statutory modifications or re-enactment thereof for the time being in force), and pursuant to Articles of Association of the company and based on the recommendation of Nomination and Remuneration Committee and approval of the Board of Directors of the company and members of the company be and is hereby accorded to the appointment of Mrs. Kalpana Morakhia (DIN: 00336451), as Managing Director of the company for a period of five (5) years from 29th September, 2021 to 29th September, 2026

For and on behalf of the Board

KalpanaMorakhia Managing Director (DIN: 00336451)

Place: Mumbai Date: 2nd September, 2022

1

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: [email protected] Website: www.idreamfilminfra.com

2

NOTES:

A. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY / PROXIES, TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF / HERSELF AND SUCH A PROXY / PROXIES NEED NOT BE A MEMBER OF THE COMPANY.

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than 10% of the Total Share Capital of the Company carrying voting rights. Member holding more than 10% of the Total Share Capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other member.

Corporate Members are requested to send a duly certified true copy of the Board Resolution authorizing their representative to attend and vote at the Meeting.

In case of joint holders attending the Meeting, any such joint holder who is higher in the order of names will be entitled to vote.

The instrument appointing a proxy, in order to be effective, must be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the time fixed for commencement of the Meeting. A Proxy Form is attached herewith.

  • B. The Company's Registrar and Transfer Agents for its Share Registry Work (Physical and Electronic) are Bigshare Services Private Limited having their registered office at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai – 400 059.

  • C. Members, who wish to seek clarification on accounts, are requested to address their queries to the Registered Office of the Company at least seven days prior to the date of Annual General Meeting, to enable the Management to make available the relevant information at the Annual General Meeting, to the extent possible.

  • D. A brief resume of Director proposed to be appointed at the Annual General Meeting, as per Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards -2 on General Meetings is annexed hereto.

  • E. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting.

  • F. Members can avail of the facility of nomination in respect of shares held by them in physical form pursuant to the provisions of Section 72 of the Companies Act, 2013. Members desiring to avail of this facility may send their nomination in the prescribed Form SH-13 duly filled in to Bigshare Services Private Limited at the above mentioned address. Members holding shares in electronic form may contact their respective Depository Participant for availing this facility.

G. Members are requested to:

  • (a) intimate to the Company's Registrar and Transfer Agents, Bigshare Services Private Limited at the above mentioned address, of changes if any, in the registered address at an early date, in case of shares held in physical form; (b) intimate to the respective Depository Participants, changes, if any, in their registered addresses at an early date, in case of shares held in dematerialized form;

  • (c) send their email ID's to the Registrar and Share Transfer Agent of the Company / to the Company (for members holding shares in physical form);

  • (d) send / update their email ID's to the Depository Participant / Registrar and Share Transfer Agent of the Company (for members holding shares in Demat Form);

  • (e) quote their Folio numbers/Client ID/DP ID in all their correspondences;

  • (f) approach the Company to consolidate their holdings into one folio in case they hold shares under multiple folios in the identical order of names;

  • (g) get the shares transferred in joint names, if they are held in a single name and/or appoint a nominee;

  • (h) Send/update their email ID's to the Depository Participant/Registrar and Share Transfer Agent of the Company (for members holding shares in Demat Form); and

  • (i) to bring their copies of the Annual Report, Notice and Attendance slip to the General Meeting. No copies will be distributed at the Meeting as a measure of economy.

3

  • H. Please note that in terms of SEBI Circulars No. MRD/DoP/ Cir-05/2009 dated May 20, 2009 and No. SEBI/MRD/DoP/SE/

  • RTA/Cir-03/2010 dated January 7, 2010, it is mandatory for the shareholders holding shares in physical form to submit self attested copy of PAN card in the following cases:

  •  Transferees' PAN Cards for transfer of shares,

  •  Surviving joint holders' PAN Cards for deletion of name of deceased shareholder,

  •  Legal heirs' PAN Cards for transmission of shares,

  •  Joint holders' PAN Cards for transposition of shares.

In compliance with the aforesaid circulars, requests without attaching copies of PAN card, for transfer/deletion/ transmission and transposition of shares of the Company in physical form will be returned under objection.

  • I. In terms of Section 101 and 136 of the Companies Act, 2013 read together with the Rules made thereunder, the Electronic copy of the Annual Report for 2022 is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2022 are being sent in the permitted mode.

  • st

  • J. Electronic copy of the Notice of the 41 Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the 41st Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form are being sent in the permitted mode.

    • st
  • K. Members may also note that the Notice of the 41 Annual General Meeting and the Annual Report for the year ended March 31, 2022 will also be available on the Company's website www.idreamfilminfra.com. The physical copies of the same will remain open for inspection at the Registered Office of the Company during business hours on working days, upto the date of the Annual General Meeting.

  • L. E-Voting: In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended after 2014, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard 2, the Company is providing a facility to the members to exercise their votes electronically through the electronic voting service facility arranged by Central Depository Services (India) Limited ('CDSL') i.e. Remote e-voting. The facility for voting through ballot paper, will also be made available at the venue of the Annual General Meeting and the members attending the Annual General Meeting, who have not already cast their votes by Remote e-voting shall be able to exercise their right at the Annual General Meeting through ballot paper. Members who have cast their votes by remote e voting prior to Annual General Meeting may attend the Annual General Meeting but shall not be entitled to cast their votes again.

The instructions for e-Voting are as under:

A In case of members receiving the notice by e-mail:

  • th

  • (i) The e-voting period begins at 9.00 a.m. on Monday, 26 September, 2022 and ends at 5.00 p.m. on Wednesday, 28th September, 2022. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Thursday, 22nd September, 2022,may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. Any person who becomes a member of the Company after dispatch of the Notice of meeting and holding shares as on the cut-off date may obtain their User ID and password in the manner as mentioned below. A person who is not a member as on the cut-off date should treat this Notice for information purposes only.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on ‘Shareholders’/ ‘Members’.

(iv) Now Enter your User ID credentials

4

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

  • (v) Next enter the Image Verification as displayed and Click on ‘Login’.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository Participant are
requested to use the first two letters of their name and the 8 digits of the sequence number in
the PAN field.
In case the sequence number is less than 8 digits enter the applicable number of 0's before
the number after the first two characters of the name in capital letters. E.g. If your
name is Ramesh Kumar with serial number 1 then enter RA00000001 in the PAN field.
DOB Enter the Date of Birth as recorded in your demat account or in the company records for
the said demat account or folio in dd/mm/yyyy format
Dividend
Bank Details
OR Date of
Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
your demat account or in the company records in order to login.
If both the details are not recorded with the depository or company please enter the
member id / folio number in the Dividend Bank details field as mentioned above.
  • (viii) After entering these details appropriately, click on ‘SUBMIT’ tab.

  • (ix) Members holding shares in physical form will then reach directly the EVSN selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat

  • holders for voting for resolutions of any other company on which they are eligible to vote, provided that company

  • opts for e voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (xi) Click on the relevant EVSN for the ‘IDream Film Infrastructure Company Limited’ on which you choose to vote.

  • (xii) On the voting page, you will see ‘RESOLUTION DESCRIPTION’ and against the same the option ‘YES/NO’ for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xiii) On the voting page enter the number of shares (which represents no. of votes) as on the cut-off date under 'For/Against'.

  • (xiv) Click on the “Resolutions File Link” if you wish to view the entire Resolutions details.

  • (xv) After selecting the resolution you have decided to vote on, click on ‘SUBMIT’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘OK’, else to change your vote, click on ‘CANCEL’ and accordingly modify your vote.

  • (xvi) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

  • (xvii) Shareholders holding multiple folios/ demat accounts shall choose the voting process separately for each folio/ demat account.

5

  • (xviii) Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.

  • (xix) During the voting period, shareholders can login any number of times till they have voted on the resolution(s).

  • (xx) You can also take out print of the voting done by you by clicking on ‘Click here to print’ option on the Voting page

  • (xxi) If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on ‘Forgot Password’ & enter the details as prompted by the system.

(xxii) Note for Non – Individual Shareholders and Custodians

  - Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

  - A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]

  - After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  - The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

  - A scanned copy of the Board Resolution and Power of Attorney which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. They may also send across a hard copy of the documents to the Scrutinizer.
  • (xxiii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

  • B. In case of share holders receiving the Notice by post:

  • For share holders whose email IDs are not registered with the Company/Depositary Participant(s) and who received the

  • physical copy of the Annual General Meeting Notice, the following instructions may be noted:

  • i) The user ID and initial password is provided at the bottom of the Annual General Meeting Notice.

ii) Follow all the steps from i) to xxii) mentioned above to cast your vote successfully.

  • M. For issues relating to voting through Physical Ballot and e–voting: you may contact the Company as well Bigshare Services Private Limited, 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400 059, E-mail: [email protected].

  • N. Mr. Jayesh M. Shah partner of M/s Rathi & Associates, Company Secretaries in practice has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the same.

The Scrutinizer shall immediately after the conclusion of the voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through Remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make not later than forty-eight (48) hours from the conclusion of the voting at the Annual General Meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, forthwith to the Chairman of the Company or a person authorized by her in writing who shall countersign the same.

Based on the Scrutinizer's Report received on Remote e-voting and voting at the meeting, the Chairman or any other Director so authorized will declare the results of the voting forth with. The Results along with the Scrutinizer's Report shall be placed on the Company's website www.idreamfilminfra.com and will be communicated to BSE Limited, immediately after the result is declared. The same shall also be placed on the website of CDSL.

  • O. Route Map providing directions to reach the venue of the Meeting is given at the end of Annual Report as per the requirement of Secretarial Standards -2 on General Meetings.

  • P. Members who would like to receive notices, letters, annual reports, documents and any other correspondence by electronic mode are requested to register their email addresses and changes therein, from time to time, with Company's Registrar and Transfer Agent in respect of shares held in physical form and with respective Depository Participants ('DP') where the shares are held in dematerialized form. Shareholders holding shares in physical form can send their email address for registration to the Company's Registrar and Transfer Agent quoting the Folio Number and Name.

6

  • Q. All documents referred to in the accompanying Notice will remain open for inspection at the Registered Office of the Company during normal business hours (9.30 A.M. to 6.00 P.M.) on all working days up to and including the date of the Annual General Meeting of the Company.

  • R. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 with respect to the Special Businesses as set out in the Notice is annexed hereto and forms part of this Notice.

By order of the Board

Kalpana Morakhia Managing Director (DIN: 00336451)

Place: Mumbai

Date : 2nd September, 2022

7

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 2

The Audit Committee have appointed M/s. Kanu Doshi Associates LLP, Chartered Accountants, having Firm Registration No. 104746W/W100096 as the Statutory Auditors of the Company to hold office from the conclusion of the 41stAnnual General Meeting up to the conclusion of 46thAnnual General Meeting, subject to ratification by Members at Annual General Meeting of the Company.

Kanu Doshi Associates LLP ('KDA'), founded in year 1979, offers wide array of professional services in the fields of Audit & Assurance, Accountancy, Tax, Internal Financial Control, Regulatory matters etc. KDA also offers business advisory services in fields of merger & acquisitions, restructuring, fund raising, valuation, due diligence, etc. through its consulting arm i.e. KDA Corporate Advisors LLP.

In accordance with Section 139 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 made there under, M/s. Kanu Doshi Associates LLP have certified that they are eligible to be appointed as Statutory Auditors of the Company and they satisfy the criteria as provided in Section 141 of the Act. The certificate is available for inspection of the shareholders at the Registered Office of the Company during business hours on any working day except Saturday. None of the Directors and/ or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 2. The Board recommends the resolution set forth in Item No. 2 for the approval of Members as an Ordinary Resolution.

8

Item No. 3 Details of Directors seeking appointment at the Annual General Meeting:

Pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 on General Meetings

Name of the Director Mrs. Kalpana Shripal Morakhia
DIN 00336451
Father's name Mr. Shrenik Lalbhai Kasturbhai
Date of Birth th
7 December, 1957
Age 65years
Present residential address A 2-6, Prithvi Apartment, Altamount Road,
Mumbai – 400026MaharashtraIndia
Qualification Bachelor of Arts
Experience/expertise in functional areas 26 Years
Terms and conditions of re-appointment NA
Details of remuneration NA
Date of first appointment on the Board th
11 February,2021
Shareholding in the Company Nil
Relationship with other Directors, Manager and
other Key Managerial Personnel of the Company
No relationship
Number of board meetings attended
duringthe Financial Year 2021-22
All Board Meetings attended
Directorshipin other Companies Membership/ Annexure attached
Chairmanship of the committees of other companies
(consists membership / chairmanship of Audit
Committee, Nomination and Remuneration Committee
& Stakeholders' Relationship Committee)
NA

ANNEXURE

Interest in other Companies

Sr. No. CIN/LLPIN Name of The Company Designation Date Of Appointment
18/06/1984
1. U65990GJ1981PTC004190 Anukul Investments
PrivateLimited
Director
2. U65990MH2000PTC127298 Aha Holdings
PrivateLimited
Wholetime Director 25/06/2007
3. U67120MH1998PTC117578 Uranus Holdings
Private Limited
Director 17/03/2002
4. U67190KA2010PTC055238 Finhorizon Consulting
Services Private Limited
Additional Director 12/08/2020
5. U74900MH2008PTC183004 Creo Lifestyles
Private Limited
Director 31/05/2008
6. U93000MH1995PTC085890 Aha Entertainment
Private Limited
Director 01/02/2007
7. AAI-1607 Sona Lank Investment
And TradingLlp
Designated Partner 03/01/2017
8. U74120MH2008PLC316737 Smaaash Leisure Limited Director 30/11/2009
9. U92413MH2009PTC197424 Smaaash Entertainment
Private Limited
Director 30/11/2009
9

Directors’ Report

To

The Members

IDream Film Infrastructure Company Limited

(formerly known as SoftBPO Global Services Limited)

st

The Directors have pleasure in presenting the Forty First (41 ) Annual Report of the Company together with the Audited Financial Statements for the year ended 31 st March, 2022.

1. FINANCIAL STATEMENTS & RESULTS

a. FINANCIAL RESULTS :

st

The Company's performance during the year ended 31 March, 2022 as compared to the previous financial year, is summarized below:

summarized below:
(Amount in Lacs)
Particulars For the Financial Year
st
ended 31 March 2022
For the Financial Year
st
ended 31 March 2021
Total Income 1.14 0.29
Less: Expenses 38.93 23.43
Loss before Exceptional and Extra-Ordinary items and tax
(37.79)
(23.14)
Profit /(Loss) Before Tax (37.79) (23.14)
Less: Provision for Tax - -
Income Tax of earlieryears w/off - -
Profit / (Loss) After Tax (37.79) (23.14)
  • b. OPERATIONS:

During the year under review, the Company did not undertake any business operations. The Company incurred a Net Loss of INR 37.79 Lacs due to administrative and other fixed expenses.

  • c. 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. During the year under review, our Company did not have any Associate or Joint Venture Company. The performance and financial position of the subsidiary Company for the year ended 31 st March, 2022 is attached and marked as Annexure I and forms part of this Report.

No company has become or ceased as subsidiary, associate and joint venture, during the year under review.

d. 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.

e. TRANSFER TO RESERVES:

In view of loss incurred during the year under review, our Directors have not recommended transfer of any amount to reserves.

f. REVISION OF FINANCIAL STATEMENT:

During the year under review, there was no revision of the financial statements pertaining to previous financial years.

g. 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.

10

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

h. 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.

  • i. 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.

j. 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.

k. 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.

l. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS AND SECURITIES:

Full 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 Annexure III which forms part of this Report. The Company has not given guarantee made investments or provided securities during the financial year under review.

m. SHARE CAPITAL:

During the year under review, the Company has not issued 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, 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, 2013 read 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:

During the financial year under review Mrs. Kalpana Shripal Morakhia (DIN: 00336451) resigned from her position as a Managing Director of the Company w.e.f. 28 th September, 2021 due to personal reasons.

Since no Director is liable to retire by rotation at this Annual General Meeting, Section 152(6) is not applicable.

Mrs. Kalpana Morakhia (DIN: 00336451) was thereafter appointed as the Managing Director of the Company for a period commencing from 29 th September, 2021 to 29 th September, 2026, upon the terms and conditions as may be agreed upon between the Company and Mrs. Kalpana Morakhia. Her appointment is subject to the approval from the Members at the ensuing Annual General Meeting.

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-à-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 6 (Six) times during the financial year ended 31st March, 2022 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

11

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

st

the year ended 31 March, 2022, 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 st March, 2022 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. NOMINATION AND REMUNERATION COMMITTEE:

NOMINATION AND REMUNERATION COMMITTEE: NOMINATION AND REMUNERATION COMMITTEE: NOMINATION AND REMUNERATION COMMITTEE: NOMINATION AND REMUNERATION COMMITTEE:
st
The composition of the committee as on 31 March, 2022 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 IV to this Report.

d. AUDIT COMMITTEE:

The composition of the Audit Committee is in conformity with the provisions of the said section.

st
The composition of the audit committee as on 31 March, 2022 was as under:
st
The composition of the audit committee as on 31 March, 2022 was as under:
st
The composition of the audit committee as on 31 March, 2022 was as under:
st
The composition of the audit committee as on 31 March, 2022 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.

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 Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

12

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

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:

th

Mrs. Kalpana Morakhia who was designated as the Managing Director w.e.f 29 September, 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:

ST

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH, 2022:

st

The observations / emphasis of matter made by the Statutory Auditors in their report for the financial year ended 31 March, 2022 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.

ST

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH, 2022:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from M/s. Rai Parihar & Co., Company Secretaries. M/s. Rai Parihar & Co., Company Secretaries, Practicing Company Secretary having Certificate of Practice No. 18411 had been appointed to issue Secretarial Audit Report for the financial year 2021-22.

Secretarial Audit Report issued by M/s. Rai Parihar & Co., Company Secretaries, in Form MR-3 for the financial year 2021-22 is marked as Annexure V and forms part of this Report.

13

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c.

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 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 Companies (Accounts) Rules, 2014 and the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31 st March, 2022 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 http://www.idreamfilminfra.com/wp-content/uploads/2022/09/Form_MGT_7_Softbpo%20(final)2.pdf

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 2021-22 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 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 VI 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.

14

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

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 Rahul Kate Managing Director Director (DIN: 00336451) (DIN: 08099915)

Date : 2nd September, 2022 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: [email protected] Website: www.idreamfilminfra.com

15

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

ANNEXURE - I

Form AOC-1

PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

[Pursuant to first proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014]

(Information in respect of each Subsidiary/ Associate Companies/ Joint Venture Companies to be presented with amounts in Rupees)

Part A: Subsidiaries

(Amount in Lacs)

1. Name of the Subsidiary AHA Parks Limited
W holly owned Subsidiary Company
2. Date since when Subsidiary was acquired 19/ 03/ 2003
3. Reporting period for the subsidiary
concerned, if different from the holding
company's reporting period
Reporting period of the said
subsidiary company is not different
from the Holding Company.
4. Reporting currency and Exchange rate
as on the last date of the relevant Financial
Year in the case of foreign subsidiaries
Not Applicable
5. Share Capital 5.00
6. Reserves and Surplus (260.26)
7. Total Assets 0.48
8. Total Liabilities 0.48
9. Investments -
10. Turnover -
11. Profit Before Taxation (1.21)
12. Provision for Taxation -
13. Profit After Taxation (1.21)
14. Proposed Dividend -
15. % of Shareholding 100%
16. Contribution to the overall performance
of the Company during the period under
report.
Not applicable, since the Company has not
undertaken any business operations during
the year under review.

Notes:

1)Names of subsidiaries which are yet to commence operations : None

  • 2) Names of subsidiaries which have been liquidated or sold during the year : None

Part B Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

The Company did not have any Associate Company or Joint Venture during the Financial Year 2021-2022. Notes:

  1. Names of associates or joint ventures which are yet to commence operations : None

  2. Names of associates or joint ventures which have been liquidated or sold during the year : None

For and on behalf of the Board

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915 Date: 2nd September, 2022 Place: Mumbai

16

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

ANNEXURE - II

Form AOC-2

[Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014)]

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

Details of contracts or arrangements or transactions not at arm's length basis – Not Applicable

2. Details of material contracts or arrangement or transactions at arm's length basis

(Amount in Lacs)

Name(s) of the related
Party
Nature of
relationship
Nature of contracts
/ arrangements /
transactions
Duration of the
contracts /
arrangements /
transactions
Salient terms of the
contracts or
arrangements or
transactions including
the value if any
AHA Holdings Pvt Ltd Holding Company Loans Taken Ongoing 8.87
AHA Holdings Pvt Ltd Holding Company Interest paid
(including unwinding
of Interest)
Ongoing 28.47
AHA Parks Limited Subsidiary Company Loans given to
subsidiary
Ongoing 0.99
AHA Parks Limited Subsidiary Company Provision for doubtful
loans and advances
Ongoing 1.37
AHA Parks Limited Subsidiary Company Interest Received Ongoing 0.38

The transactions mentioned above are at arm's length and therefore approval of Board of Directors is not required. There is no amount paid as advance.

For and on behalf of the Board

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915 Date: 2nd September, 2022 Place: Mumbai

17

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

ANNEXURE - III

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

DETAILS OF LOANS AND INVESTMENTS:

(Amount in Lacs)

DETAILS OF LOAN AND INVESTME TS: (Amount in Lacs)
Name of the
Party
Nature & Purpose
of transactions
Amount at the
beginning of the
year(01/04/2021)
Transactions
during the year
Balance at the
end of the year
(31/3/2022)
AHA Parks Limited Investment 5.00 - 5.00
AHA Parks Limited Loan Given 253.16 1.37** 254.53
` Accrued interest accounted for
Details for guarantees given:**
(Amount in INR)
Name of the Party Purpose for giving corporate guarantee Amount of guarantee
- - -

For and on behalf of the Board

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915

Date: 2nd September, 2022 Place: Mumbai

18

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

ANNEXURE - IV

NOMINATION & REMUNERATION POLICY

Charter Purpose

The purpose of the Nomination and Remuneration Committee (the "committee") of the Board of Directors (the "Board") shall be to assist the Board in discharging its responsibilities relating to compensation of the Company's executive directors and other senior level employees. The committee has the overall responsibility of approving and evaluating the adequacy of the compensation plans, policies, programs and succession plans for Company's Executive Directors and the Chief Executive Officer.

Membership and organization

The committee will be appointed by the Board and will serve at its discretion. The committee shall consist of not less than three members two of them shall be Independent Directors.

The members of the committee will be appointed by the Board and may be removed by the Board in its discretion. The Board shall designate a member of the committee as the chairperson.

Responsibilities

The committee shall have the following responsibilities and authority:

The committee shall annually review and approve for the CEO and Executive Directors the corporate goals and objectives applicable to the CEO / Executive Directors, evaluate at least annually the CEO's / Executive Directors' performance in light of those goals and objectives, and determine and approve the CEO's/ Executive Directors and shall also annually review:

  • (a) annual base salary,

  • (b) annual incentive bonus, including the specific goals and amount,

  • (c) equity compensation,

  • (d) employment agreements, severance arrangements, and change in control agreements / provisions, and

  • (e) Any other benefits, compensation or arrangements, based on this evaluation.

The committee, in consultation with the CEO, shall review the performance of all the executive directors each quarter, on the basis of detailed performance parameters set for each of the executive directors at the beginning of the year. The committee may, from time-to-time, also evaluate the usefulness of such performance parameters, and make necessary amendments.

The committee is responsible for administering the Company's equity incentive plans, including the review and grant of awards to eligible employees under the plans and the terms and conditions applicable to such awards, subject to the provisions of each plan.

The committee may also make recommendations to the Board with respect to incentive compensation plans. The committee may review the Company's incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk.

The committee shall review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.

The committee shall annually review its own performance and shall present the results of the evaluation to the Board. The committee shall conduct this evaluation in such manner as it deems appropriate.

The committee shall have the responsibility to maintain regular contact with the leadership of the Company. This should include interaction with the Company's leadership development institute, review of data from the employee survey and regular review of the results of the annual leadership evaluation process.

19

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

Advisors

The Committee may seek the advice of the external specialized agencies in fixation and evaluation of remuneration of the CEO, executive directors and other senior level personnel. The committee shall have the sole authority to select, retain and terminate the services of any compensation consultant to be used to assist in the evaluation of compensation for the CEO, executive directors or senior management, and shall have the sole authority to approve the consultant's fees and other retention terms and oversee the consultant's work. The compensation committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The committees shall set the compensation, and oversee the work, of its external legal counsel, accountants and other advisors with respect to compensation matters.

The committee shall receive appropriate funding from the Company, as determined by the committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, external legal counsel and any other advisors with respect to compensation matters.

  • In retaining or seeking advice from compensation consultants, outside counsel and other advisors, the committee must take into consideration the recommendation of the Board in this regards.

  • The committee may retain, or receive advice from, any compensation advisor as they may deem fit and proper, including directors that are not independent, after considering the specified factors. The committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.

Meetings and reports

The committee shall meet as and when need arise at such times and places as it deems necessary to fulfill its responsibilities.

  • The committee is governed by the same rules regarding meetings (including through video conferencing meetings), action

  • without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

  • The committee shall make regular reports to the Board regarding its actions and make recommendations to the Board as appropriate.

  • The committee shall prepare such reports as may be required by any law, rule or regulation to which the Company is subject.

  • The committee may invite such members of management to its meetings as it deems appropriate. However, the committee shall meet regularly without such members present, and the CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed or determined.

Compensation

Members of the Committee shall receive such fees, if any, for their services as committee members as may be determined by the Board.

For and on behalf of the Board

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915

Place: Mumbai

nd

Date: 2 September, 2022

20

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

ANNEXURE - V

Form No. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2022

To

The Members

IDream Film Infrastructure Company Limited

(formerly known as SoftBPO Global Services Limited)

Flat No. B-4501& B-4601, Lodha Bellissimo, Lodha Pavilion,

Apollo Mill Compound, Mahalaxmi, Mumbai - 400 011

Dear Sirs,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by IDREAM FILM INFRASTRUCTURE COMPANY LIMITED ( Formerly known as SoftBPO Global Services Limited ) (hereinafter called “the Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended 31st March, 2022, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

  1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by IDREAM FILM INFRASTRUCTURE COMPANY LIMITED ( Formerly known as SoftBPO Global Services Limited ) (hereinafter called “the Company”) as given in Annexure I , for the Financial Year ended on 31st March, 2022, according to the provisions of:

  2. (i) The Companies Act, 2013 ('the Act') and the rules made thereunder;

  3. (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

  4. (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

  5. (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment;

  6. (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

    • i. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

    • ii. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and;

    • iii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

  7. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 ('SEBI Act') were not applicable to the Company under the Financial Year under report:-

21

  • (i). The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

  • (ii). The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

  • (iii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

  • (iv) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

  • (v) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; and

  • (vi) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

  • We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws specifically applicable to the Company:

  • Income Tax Act, 1961

  • Service Tax Rules, 1994

  • The Cinematography Act, 1952

  • The Cinematography (Certification) Rules, 1983

  • The Information Technology Act, 2000 (Relevant Provisions)

We have also examined compliance with the applicable clauses of the Secretarial Standards and during the financial year under report, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including one woman director in compliance with the provisions of the Companies Act, 2013.

Adequate Notice is given to all Directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Based on the records and process explained to us for compliances under the provisions of other specific acts applicable to the Company. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The Company has not undertaken any event/ action having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

For RAI PARIHAR & CO.
COMPANY SECRETARIES
Place: Indore JITENDRA PARIHAR
th
Date : 26 August, 2022
Partner
ACS: 40734
COP: 18411
UDIN:- A040734D000850433

Note:

This report is to be read with our letter of even date which is annexed as 'ANNEXURE-II' and forms an integral part of this report.

22

ANNEXURE – I

List of documents verified

  1. Memorandum & Articles of Association of the Company;

  2. Minutes of the Board of Directors and Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee of the Company along with the respective Attendance Registers for meetings held during the Financial Year under report;

  3. Minutes of General Body Meetings held during the Financial Year under report;

  4. Proof of circulation and delivery of notice, agenda and notes to agenda for Board and Committee Meetings.

  5. Proof of circulation of draft as well as certified signed Board & Committee meetings minutes as per Secretarial Standards.

  6. Policies framed by the Company viz.

  7. Policy on Related Party Transactions,

  8. Policies on Material Subsidiaries,

  9. Whistle Blower Policy,

  10. Corporate Social Responsibility Policy,

  11. Risk Management Policy & Framework,

  12. Nomination & Remuneration Policy,

  13. Code of Conduct for Independent Directors,

  14. Internal Financial Controls;

  15. Statutory Registers viz.

  16. Register of Directors & KMP,

  17. Register of Directors' Shareholding,

  18. Register of loans, guarantees and security and acquisition made by the Company (Form No. MBP-2),

  19. Register of Contracts with related party and contracts and Bodies etc. in which directors are interested (Form No. MBP-4)

  20. Register of Charges (Form No. CHG-7);

  21. Copies of Notice, Agenda and Notes to Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings as well as resolutions passed by circulation;

  22. Declarations received from the Directors of the Company pursuant to the provisions of Section 184(1), Section 164(2) and Section 149(7) of the Companies Act, 2013;

  23. Intimations received from directors under the prohibition of Insider Trading Code;

  24. e-Forms filed by the Company, from time to time, under applicable provisions of the Companies Act, 2013 and attachments thereof during the Financial Year under report;

  25. Intimations / documents / reports / returns filed with the Stock Exchanges pursuant to the provisions of Listing Agreement

  26. entered with the Stock Exchanges and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year under report;

  27. E-mails evidencing dissemination of information related to closure of Trading window;

  28. Internal Code of Conduct for prevention of Insider Trading by Employee/Directors/ Designated Persons of the Company;

  29. Compliance Certificate placed before the Board of Directors from time to time; Quarterly Related Party Transactions statements;

23

ANNEXURE II

To,

The Members,

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

( Formerly known as SoftBPO Global Services Limited )

Flat No. B-4501& B-4601, Lodha Bellissimo, Lodha Pavilion,

Apollo Mill Compound, Mahalaxmi , Mumbai - 400 011

Our report of even date is to be read along with this letter.

  1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

  2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices that we followed provide a reasonable basis for our opinion.

  3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

  4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

  5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

  6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For RAI PARIHAR & CO. COMPANY SECRETARIES

Place: Indore Date : 26th August, 2022

JITENDRA PARIHAR Partner ACS: 40734 COP: 18411 UDIN:- A040734D000850433

24

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

ANNEXURE - VI

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The following Management Discussion and Analysis Report has been prepared in accordance with the Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with a view to provide an analysis of the business and financial statements of the Company for the F.Y. 2021-22, hence it should be read in conjunction with the respective financial statements and notes thereon.The Company's management accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present the Company's state of affairs and profits for the year. Investors are cautioned that this discussion contains forward looking statements that involve risks and uncertainties. The Company undertakes no obligations to publicly update or revise any forwardlooking statements, whether as a result of new information, future events, or otherwise.

Business Overview:

IDream Film Infrastructure Company Limited was established in 1981 as a rental and leasing house primarily catering to the media industry.

Economic Outlook:

The Indian Media and Entertainment sector is expected to grow by 11.4 per cent in 2022 and is expected to reach Rs. 3.14 crore. The sector is expected to touch $30.9 billion (2.23 trillion) by 2024 at a CAGR of 11 per cent.

The Media & Entertainment sector in India is expected to cross INR2.4 trillion (US$34 billion) by 2022, at a CAGR of 13%. The country has emerged as the fastest growing major economy and a safe haven for long-term growth, due to improvement in the macro-economic situation.

The Indian GDP is expected to grow at 7%-8% over the next five years backed by strong domestic demand. With recent Government initiatives such as “Make in India”, growth could be even higher. India's prospects are a bright spot as growth in other emerging markets slows down. India is poised to become the third-largest economy of the world by 2030.

Business Outlook:

The Company has incurred a loss of INR 37.79 Lacs in the financial year 2021-22.Further, Company is making efforts to re-commence its core business activities.

The Foreign Direct Investment (FDI) inflows in the Information and Broadcasting (I&B) sector (including Print Media) has been continuously show net inflow since more than a decade.

Internal control system and their adequacy:

The Company has adequate internal control procedures commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Company's resources and compliance with policies, procedures and statutory requirements. Further, auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems.

Risk Management:

The Board of Directors of the Company has designed a Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual / strategic business plans and in periodic management reviews.

25

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

Financial Performance:

The Company's financial performance is covered in Directors' Report to the Members.

Opportunities and Threats:

Due to changing demographics and economic conditions in India, coupled with consumers willing to spend more on a variety of leisure and entertainment services, the filmed entertainment business is set to grow in the years to come. With a proliferation of television channels and new platforms of delivery available today, there is a significant demand for quality programming in a variety of genres, formats and languages, putting content providers in the television space in an extremely favorable position.

The Company is exposed to specific risks that are particular to its businesses and the environment within which it operates, including competition risk, interest rate volatility, human resource risk, execution risk and economic cycle.

Outlook:

Going forward, technology will also be one of the key differentiators for driving revenue & profitability. These discussions led to the development of our long-term strategy along with an action plan that would help us exploit the available opportunities and measure progress against key milestones and take corrective action when required.

For and on behalf of the Board

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915

Date : 2nd September, 2022 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: [email protected] Website: www.idreamfilminfra.com

26

Independent Auditors Report

To

The Members of

Idream Film Infrastructure Company Limited (Formerly Softbpo Global Services Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (FORMERLY SOFTBPO GLOBAL SERVICES LIMITED (“the Company”), which comprise the Standalone Balance Sheet as at March 31, 2022, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity, the Standalone Statement of Cash Flows for the year then ended and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (“the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, the loss, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibility for the Audit of the Standalone Financial Statements' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter Auditors Response
A. Going Concern Assumption
The company has accumulated losses as on the
Balance Sheet date amounting to Rs. 405.39
lakhs against the paid-up capital of Rs. 15
lakhs, resulting into negative net worth. It
raises a question on the future viability of the
company as a going concern. Hence considered
a Key Audit Matter.
In assessing the appropriateness of the going concern assumption used
in preparing the financial statements, our procedures included, amongst
others:
Confirmation from the ultimate holding company of providing
financial support.
Assessing the cash flow requirements of the company over 12
months from 31 March, 2022 based on budgets and forecasts.
The operational and growth plan of the company.
Review the pattern of expenditures in previous years
Considering the liquidity of existing assets on the balance sheet. .
Considering potential downside scenarios and the resultant impact
on available funds.

27

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

Other Information

The Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company's Annual Report, but does not include the standalone financial statements and our Auditors' Report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management' Responsibility for the Standalone Financial Statements

The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under Section 133 of the Act (“Ind AS”). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The management and Board of Directors are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  •  Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  •  Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

  •  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  •  Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  •  Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

  1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

  2. As required by Section 143(3) of the Act, based on our audit we report that:

  3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

  4. b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid standalone financial statements have been kept by the Company so far as it appears from our examination of those books.

  5. c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

  6. d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

  7. e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164(2) of the Act.

  8. f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

  9. g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:

    • i. The Company does not have any pending litigations which would impact its Standalone Ind AS financial statements;

29

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

  • ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

  • iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the group during the year ended March 31, 2022.

  • iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or granted loans or Invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

  • (b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

  • (c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

  • v. The Company has not declared or paid dividend during the year. Hence compliance with section 123 of the Companies Act, 2013 is not applicable.

For M L BHUWANIA AND CO LLP

Chartered Accountants FRN: 101484W / W100197

Vijay Kumar Jain

Partner Membership No. 108374 UDIN: 22108374AJWZOJ2822

Place: Mumbai

Date: May 30, 2022

30

Annexure A to the Independent Auditor’s Report

Referred to in paragraph 1 of 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report on the standalone financial statements of the company for the year ended March 31, 2022, we report the following:

  • i The Company does not have any fixed assets. Consequently, clause 3(i) of the Order is not applicable.

  • ii (a) According to the information and explanations provided to us, the Company's nature of operations does not require it to hold inventories. Consequently, clause 3(ii)(a) of the order is not applicable.

  • (b) The Company has not been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, during the year from

    • banks. Hence reporting under clause 3(ii)(b) is not applicable.

iii The Company has not made investments in, provided any guarantee or security or granted any advances in the nature of

  • loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. The company has granted loan to its wholly owned subsidiary.

  • (a) The Company has provided loans to its wholly owned subsidiary during the year. The Company has not provided any

  • advances in the nature of loans or stood guarantee, or provided security to any other entity during the year.

  • (A) The aggregate amount during the year and balance outstanding as at the balance sheet date with respect to loan to

subsidiary are as under:

subsidiary are as under:
Particulars Relationship
with the entity
Aggregate amount
given during the year
Balance Outstanding as
at the balance sheet date
Loan Given Subsidiary Rs. 0.99 Rs. 254.53
  • (b) In our opinion, the investments made, during the year are, prima facie, not prejudicial to the Company's interest.

  • (c) In respect of loan or advances in the nature of loans, the schedule of repayment of principal and payment of interest has been stipulated and repayment were regular.

  • (d) The Company does not have any principal and interest which are overdue for more than ninety days, hence reporting under clause 3(iii) (d) of the order is not applicable.

  • (e) There are no loan or advances in the nature of loans granted which has fallen due during the year and has been renewed or

    • extended or fresh loan granted to settle the overdue of the existing loans given to the same party, hence reporting under clause 3(iii) (e) of the order is not applicable.
  • (f) Companies has not provided any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year, hence reporting under clause 3(iii) (f) of the order is not applicable.

  • iv In our opinion and according to information and explanations provided to us the company has complied with provisions of

  • sections 186 of the Companies Act, 2013 in respect of investments made and section 185 of the Companies Act, 2013 is not applicable as there were no loans, securities and guarantees given during the year.

  • v. The Company has not accepted any deposits or amounts which are deemed to be deposits. Accordingly, clause 3 (v) of the Order is not applicable to the Company.

  • vi. The Central Government has not prescribed maintenance of cost records for the company under sub section (1) of section

  • 148 of the Companies Act, 2013. Accordingly, clause 3 (vi) of the Order is not applicable to the Company.

  • vii (a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues

    • including Goods and Services Tax, Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax,

    • Excise Duty, Customs Duty, Value Added Tax, Cess and other statutory dues applicable to it with the appropriate authorities.

    • There were no undisputed amounts payable were outstanding as at March 31, 2022 for a period of more than six months from the date they became payable.

  • (b) There are no statutory dues referred to in sub-clause (a) above which have not been deposited on account of any dispute.

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IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

  • viii There were no transactions relating to previously unrecorded income which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961);

  • ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

  • (b) The Company has not been declared wilful defaulter by any bank or financial institution or other lender;

  • (c) The term loan taken by the company has been applied for the purpose for which the loans were taken.

  • (d) On an Overall examination of the standalone financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

  • (e) On an Overall examination of the standalone financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

  • (f) The Company has not raised any loans during the year on pledge of securities held in its subsidiaries, joint ventures or associate companies during the year, and hence reporting under clause 3(ix)(f) of the Order is not applicable.

  • x) (a) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year, hence reporting under clause 3(x)(a) of the order is not applicable.

  • (b) The Company has not made any preferential allotment or private placement of shares or Convertible debentures (fully or partly or optionally convertible) during the year, hence reporting under clause 3(x)(b) of the Order is not applicable.

  • xi) (a) No Fraud by the Company and no fraud on the Company has been noticed or reported during the year, hence reporting under clause 3(xi)(a) of the Order is not applicable.

  • (b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under

    • rule 13 of Companies (Audit and Auditors) Rule, 2014 with the Central Government during the year and up to the date of this report.
  • (c) As per the information provided to us, no whistle-blower complaints were received by the Company during the year, hence reporting under clause 3(xi)(c) of the Order is not applicable.

  • xii. The Company is not a Nidhi Company, hence reporting under clause 3(xii)(a), 3(xii)(b) and 3(xii)(c) of the Order is not applicable.

  • xiii. According to the information and explanations provided to us, and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and Section 188 of the Act, where applicable, and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

  • xiv. (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

  • (b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

  • xv. According to the information and explanations given to us, and based on our examination of the records of the Company, the

  • Company has not entered into any non-cash transactions with directors, hence provisions of section 192 of the Companies Act, 2013 are not applicable.

  • xvi. (a) The Company is not required to be registered under Sec 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934), hence reporting under clause 3(xvi) (a) of the Order is not applicable.

  • (b) The Company has not conducted any Non-Banking Financial or Housing Finance activities, hence reporting under clause 3(xvi)(b) of the Order is not applicable.

  • (c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, hence reporting under clause 3(xvi)(c) of the Order is not applicable.

  • (d) The Company has received information from its Holding Company, that there is no Core Investment Company in the Group, hence reporting under clause 3(xvi)(d) of the Order is not applicable.

32

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

xvii. The Company has incurred cash losses of Rs. 15.35 lacs and Rs. 15.32 lacs during the financial year covered by our audit and the immediately preceding financial year respectively.

  • xviii. There has been no resignation of the statutory auditors of the Company during the year.

  • xix. On the basis of financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements and our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

  • We however state that this is not an assurance as to the future viability of the Company. We further state that our reporting is

  • based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

  • xx. The provisions of the section 135 of Companies Act, 2013, related to Corporate Social Responsibility, are not applicable to the company, hence reporting under clause 3(xx) of the Order is not applicable.

For M L BHUWANIA AND CO LLP

Chartered Accountants FRN: 101484W / W100197

Vijay Kumar Jain

Partner Membership No. 108374 UDIN: 22108374AJWZOJ2822

Place: Mumbai

Date: May, 30, 2022

33

Annexure B to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

Referred to in paragraph 2(f) of 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report on the standalone financial statements of the company for the year ended March 31, 2022.

Opinion

We have audited the internal financial controls over financial reporting of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (FORMERLY SOFTBPO GLOBAL SERVICES LIMITED (“the Company”) as of March 31, 2022 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, to the best of our knowledge and according to the information and explanations provided to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2022, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Management's Responsibility for Internal Financial Controls

The Company's management and Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Standalone financial statements, whether due to fraud or error.

34

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For M L BHUWANIA AND CO LLP

Chartered Accountants FRN: 101484W / W100197

Vijay Kumar Jain

Partner Membership No. 108374 UDIN: 22108374AJWZOJ2822

Place: Mumbai

Date: May 30, 2022

35

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

Standalone Balance Sheet as at March 31, 2022

(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)
Particulars Note
No.
As at
March 31, 2022
As at
March 31, 2021
ASSETS
(1) Non Current Assets
(a) Financial Assets
i)Non Current Investments 2 - -
ii) Loans 3 - -
Total Non Current Assets - -
(2) Current Assets
(a) Financial Assets
i)Cash and Cash Equivalents 4 0.16 0.11
(b) Other Current Assets 5 0.05 0.05
Total Current Assets 0.21 0.16
TOTAL ASSETS 0.21 0.16
EQUITIES AND LIABILITIES
EQUITY
(a)EquityShare capital 6 15.00 15.00
(b) Other Equity 7 (405.39) (367.61)
Total Equity (390.39) (352.61)
LIABILITIES
(1) Non - Current Liabilities
(a) Financial Liabilities
i)Borrowings 8 359.79 328.47
Total Non Current Liabilities 359.79 328.47
(2) Current Liabilities
(a)Financial Liabilities
(i)Tradepayables
(a)total outstandingdues of micro enterprises and - -
small enterprises
(b) total outstanding dues of creditors other than
micro enterprises and small enterprises 9 8.96 7.83
(ii)Other Financial Liabilities 10 21.54 16.12
(b) Other Current Liabilities 11 0.31 0.35
Total Current Liabilities 30.81 24.30
TOTAL EQUITY AND LIABILITIES 0.21 0.16
Summary of significant accounting policies
1
The accompanyingnotes are an integralpart of the financial statements.

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) Standalone Statement of Profit & Loss for the year ended March 31, 2022

(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)
Particulars Note
No.
2021 - 22 2020 - 21
Other Income 12 1.14 0.29
Total Income 1.14 0.29
Expenses
Finance Cost 13 28.47 12.93
Other expenses 14 10.46 10.50
Total Expenses 38.93 23.43
Profit before exceptional items and tax (37.79) (23.14)
Add: Exceptional Items - -
Profit /(Loss)before tax (37.79) (23.14)
Less: Tax Expense
1)Current Tax - -
2)Deferred Tax - -
Total Tax Expenses - -
Profit / (Loss) after Tax A (37.79) (23.14)
Other Comprehensive Income
A.(i)Items that will not be reclassified toprofit or loss - -
(ii) Income tax relating to items that will not be - -
reclassified to profit or loss
B.(i)Items that will be reclassified toprofit or loss - -
(ii)Income tax relatingto items that will be - -
reclassified toprofit or loss
Total Other Comprehensive Income for theyear B - -
Total Comprehensive Income for theyear (A+B) (37.79) (23.14)
Earning per equityshare:(Face Value Rs. 10/- each) 15
(1) Basic (25.19) (15.43)
(2) Diluted (25.19) (15.43)
Summary of significant accounting policies
1
The accompanying notes are an integral part of the financial statements.

As per our report of even date attached For and on behalf of the Board of Directors of For M L Bhuwania And Co. LLP IDream Film Infrastructure Company Limited Chartered Accountants FRN: 101484W/W100197 Kalpana Morakhia Rahul Kate Managing Director Director Vijay Kumar Jain DIN: 00336451 DIN: 08099915 Partner Membership No: 108374 Place: Mumbai Umesh Bhise Vishakha Poladia Date: 30th May, 2022 Chief Financial Officer Company Secretary

37

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

Standalone Cash Flow Statement for the year ended March 31, 2022

(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)
Particulars
Year ended
March 31, 2022
Year ended
March 31, 2021
A.Cash Flow from Operating Activities
Net Profit before taxation
Adjustments for:
Interest Paid
Interest Received
Allowance for Bad & Doubtful Loans
Operating Profit before Working Capital changes
Adjustments for working capital changes:
Increase / (Decrease) in Other Current Assets
Increase/(Decrease) in Trade Payable
Increase/(Decrease) in Other Liabilities
CASH GENERATED FROM OPERATIONS
Net Cash inflow/(outflow) from Operating activities
B.Cash Flow from Investing Activities
Loan to subsidiary company
Net Cash inflow from/ (outflow) from Investing activities
C.Cash Flow From Financing Activities
Loan from Holding Company
Interest Paid
Net Cash inflow from/ (outflow) from Financing activities
Net increase / (decrease) in cash and cash equivalents
Opening Cash and Cash Equivalents
Closing Cash and Cash Equivalents
Note:
1. Cash & Cash Equivalents includes
Balance with Bank on Current Account
Cash on Hand
A.
B.
C.
Cash Flow from Operating Activities
Net Profit before taxation
Adjustments for:
Interest Paid
Interest Received
Allowance for Bad & Doubtful Loans
Operating Profit before Working Capital changes
Adjustments for working capital changes:
Increase / (Decrease) in Other Current Assets
Increase/(Decrease) in Trade Payable
Increase/(Decrease) in Other Liabilities
CASH GENERATED FROM OPERATIONS
Net Cash inflow/(outflow) from Operating activities
Cash Flow from Investing Activities
Loan to subsidiary company
Net Cash inflow from/ (outflow) from Investing activities
Cash Flow From Financing Activities
Loan from Holding Company
Interest Paid
Net Cash inflow from/ (outflow) from Financing activities
Net increase / (decrease) in cash and cash equivalents
Opening Cash and Cash Equivalents
Closing Cash and Cash Equivalents
(37.79)
28.47
(0.38)
1.37
(8.34)
-
1.13
(0.04)
(7.26)
(23.14)
12.93
(0.29)
0.90
(9.61)
-
1.51
(0.14)
(8.25)
(7.26) (8.25)
(0.97) (0.61)
(0.97) (0.61)
8.87
(0.60)
9.23
(0.51)
8.27 8.71
0.05 (0.14)
0.11
0.16
0.25
0.11
0.05 (0.14)
  1. Cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash flows.

  2. Previous year's figures have been Re-grouped/ Re-arranged, wherever considered necessary.

As per our report of attached even date For M L Bhuwania And Co. LLP Chartered Accountants FRN: 101484W/W100197 Vijay Kumar Jain Partner Membership No: 108374 Place: Mumbai Date: 30th May, 2022

For and on behalf of the Board of Directors of IDream Film Infrastructure Company Limited

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915 Umesh Bhise Vishakha Poladia Chief Financial Officer Company Secretary

38

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

Standalone Statement of changes in equity for the year ended 31st March, 2022

(a) Equity Share Capital


(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)
Particulars No of Shares Amount
Balance as at 31st March, 2020 150,000 15.00
Changes in equity share capital during the year - -
Balance as at 31st March, 2021 150,000 15.00
Changes in equityshare capital duringtheyear - -
Balance as at 31st March, 2022 150,000 15.00

(b) Other Equity

Particulars Reserves & Surplus Reserves & Surplus Other
components of
Equity (Loans
from Holding
Company
Total
Retained
Earnings
Securities
Premium
Balance as at 31st March, 2020 (474.05) 10.00 137.55 (326.50)
Profit/(Loss)for theyear (23.14) - - (23.14)
Other Component of Equity during the year - - (17.96) (17.96)
Balance as at 31st March, 2021 (497.20) 10.00 119.59 (367.61)
Profit/(Loss)for theyear (37.79) - - (37.79)
Other Component of Equityduringtheyear - - - -
Balance as at 31st March, 2022 (534.99) 10.00 119.59 (405.39)

The accompanying notes are an integral part of the financial statements.

As per our report of even date attached

For M L Bhuwania And Co. LLP

Chartered Accountants FRN: 101484W/W100197

Vijay Kumar Jain

For and on behalf of the Board of Directors of IDream Film Infrastructure Company Limited

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915

Partner

Membership No: 108374 Place: Mumbai Umesh Bhise Vishakha Poladia Date: 30th May, 2022 Chief Financial Officer Company Secretary

39

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

1. Notes to financial statements for the Year Ended March 31, 2022

Note 1A Company Overview

The Company ("Idream Film Infrastructure Company Limited") is an existing public limited company incorporated on 3rd October, 1981 under the provisions of the Indian Companies Act, 1956 and deemed to exist within the purview of the Companies Act, 2013 having its registered office at Flat No B-4501& B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi, Mumbai - 400011. The equity shares of the Company are listed on BSE Limited (“BSE”). The financial statements are presented in Indian Rupee (₹).

Note1B Significant Accounting Policies

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

(A) Basis Of Preparation Of Financial Statement

i) Compliance with Ind AS

The financial statements Complies in all material aspects with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (the "Act") and other relevant provisions of the Act and other accounting principles generally accepted in India.

The financial statements were authorized for issue by the Company's Board of Directors on 30th May, 2022.

These financial statements are presented in Indian Rupees (INR), which is also the functional currency. All the amounts have been rounded off to the nearest lacs, unless otherwise indicated.

ii) Historical cost convention

These financial statements have been prepared on historical cost basis, except for certain financial instruments which are measured at fair value or amortised cost at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company’s normal operating cycle.

iii) Current and Non Current Classification.

All assets and liabilities have been classified as current or non-current as per the Company's operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.

(B) Use of estimates and judgements

The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively.

(C) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

40

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

(I) Financial Assets (I) Classification The Company classifies its financial assets in the following measurement categories: (a) those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss); and (b) those measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. (a) For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. (b) For investments in debt instruments, this will depend on the business model in which the investment is held. (c) For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company reclassifies debt investments when and only when its business model for managing those assets changes. (ii) Measurement At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. (a) Debt instruments Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments: Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income using the effective interest rate method.

Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other income or other expenses (as applicable). Interest income from these financial assets is included in other income using the effective interest rate method.

Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in

41

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

the statement of profit and loss within other income or other expenses (as applicable) in the period in which it arises. Interest income from these financial assets is included in other income or other expenses, as applicable.

(b) Equity Instruments

The Company subsequently measures all equity investments at fair value (except investment in subsidiaries which are at amortised cost). Where the Company’s management has selected to present fair value gains and losses on equity investments in other comprehensive income and there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company’s right to receive payments is established.

Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income or other expenses, as applicable in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

(iii) Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime credit losses (ECL) to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed.

For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.

(iv) Derecognition of financial assets

A financial asset is derecognised only when -

(a) The Company has transferred the rights to receive cash flows from the financial asset or

(b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

(II) Financial Liabilities

(I) Measurement

Financial liabilities are initially recognised at fair value, reduced by transaction costs (in case of financial liability not at fair value through profit or loss), that are directly attributable to the issue of financial liability. After initial

42

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

recognition, financial liabilities are measured at amortised cost using effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash outflow (including all fees paid, transaction cost, and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. At the time of initial recognition, there is no financial liability irrevocably designated as measured at fair value through profit or loss.

(ii) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

(D) Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits with banks, other short term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes outstanding bank overdraft shown within current liabilities in statement of financial balance sheet and which are considered as integral part of company’s cash management policy.

(E) Cash Flow statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

(F) Income tax policy

Current Tax

Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income Tax Act, 1961.

Deferred Tax

Deferred tax resulting from " timing difference " between book and taxable profit is accounted for using the tax rates and laws that have been enacted or substantively enacted as on the Balance Sheet date. The deferred tax assets is recognised and carried forward only to the extent that there is a reasonable certainty that the asset will be realised in future.

(G) Revenue Recognition:

(i) Revenue from sale of products and services are recognised at a time on which the performance obligation is satisfied.

(ii) Interest income is recorded on a time proportion basis taking into account the amounts invested and the rate of interest.

(H) Borrowing Cost:

Borrowing costs, which are directly attributable to the acquisition, construction or production of a qualifying assets

are capitalised as a part of the cost of the assets. Other borrowing costs are recognised as expenses in the year in which they are incurred .

43

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

(I) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

  • the profit attributable to owners of the Company; and

  • by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.

ii) Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:

  • the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and

  • the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

(J) Impairment of Assets:

Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(K) Contingencies / Provisions:

A provision is recognised when an company has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and reliable estimate can be made.

(L) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. Trade and other payables are recognised, initially at fair value, and subsequently measured at amortised cost using effective interest rate method.

(M) Investments

On transition to Ind AS, equity investments are measured at fair value, with value changes recognised in Other Comprehensive Income, except for those mutual fund for which the Company has elected to present the fair value changes in the Statement of Profit and Loss.

(N) Operating Cycle

Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non current.

(O) Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the

44

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

Companies (Indian Accounting Standards) Amendment Rules, 2022, as below.

Ind AS 16 – Property Plant and equipment – The amendment clarifies that excess of net sale proceeds of items produced over the cost of testing, if any, shall not be recognised in the profit or loss but deducted from the directly attributable costs considered as part of cost of an item of property, plant, and equipment. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2022. The Company has evaluated the amendment and there is no impact on its financial statements.

Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets – The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2022, although early adoption is permitted. The Company has evaluated the amendment and the impact is not expected to be material.

45

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

2









3




4




5


NON CURRENT INVESTMENTS (Rs. In Lacs) (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021







Investments in Equity Instruments of Wholly Owned
Subsidiary Companies
Unquoted
Trade Investment (At Cost)
50,000 (Previous year 50,000) shares of Rs 10/- each of
AHA Parks Limited
Total Value of Investments
Less: Provision for dimunition in value of investments
5.00
5.00
(5.00)
5.00
5.00
(5.00)
Net Value of Investments - -
LOANS (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021



(Unsecured, Considered doubtful)
Loans and Advances to Related Parties
- Loan to Subsidiary Company
- Less: Provision for doubtful loans and advances
-
254.53
(254.53)
-
253.16
(253.16)
- -
CASH AND CASH EQUIVALENTS (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021

Balance With Banks
- In Current account
0.15 0.10
Cash on Hand 0.01 0.01
Total 0.16 0.11
OTHER CURRENT ASSETS (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021

Advance recoverable in cash or kind or for value to
be received
0.05 0.05
Total 0.05 0.05

46

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

6






EQUITY SHARE CAPITAL (Rs. In Lacs) (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021






Authorized Shares
65,00,000 Equity shares, Rs. 10 /-par value
(Previous Year: 65,00,000 equity shares Rs. 10/- each)
Issued, Subscribed and Fully Paid Up Shares
1,50,000 Equity Shares, Rs. 10/- par value
(Previous Year: 1,50,000 equity shares Rs. 10/- each)
Total Issued, Subscribed and Fully Paid Up Share Capital
650.00 650.00
650.00 650.00
15.00 15.00
15.00 15.00

Note No. 6.1

The reconciliation of the number of shares outstanding at the beginning and at the end of reporting period 31-03-2022:

Particulars As at March 31, 2022 As at March 31, 2022 As at March 31, 2021 As at March 31, 2021
No. of
Shares
Amount
(Rs. in Lacs)
No. of
Shares
Amount
(Rs. in Lacs)
Number of shares at the beginning
Add: Shares issued during the year
Less : Shares Bought back (If any)
Number of shares at the end
150,000
-
-
15.00
-
-
150,000
-
-

15.00
-
-
150,000 15.00 150,000
15.00

Note No. 6.2

Terms/rights attached to equity shares

(A) The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of

the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note No. 6.3

The details of shareholders holding more than 5% shares in the company :

Name of the Shareholders No. of
Shares
held
% held as
at March
31, 2022

No. of
Shares
held
% held as
at March
31, 2021
AHA Holdings Private Limited
(Holding Company)
90,000 60.00 90,000 60.00

47

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

Note No. 6.4

Shares of the company held by holding company

Name of the Shareholders No. of
Shares
held
% held as
at March
31, 2022

No. of
Shares
held
% held as
at March
31, 2021
AHA Holdings Private Limited
(Holding Company)
90,000 60.00 90,000 60.00

Note No. 6.5

The Details Of Share Held by Promoters :

Name of the Shareholders No. of
Shares
held
% held as
at March
31, 2022

No. of
Shares
held
% held as
at March
31, 2021
AHA Holdings Private Limited
(Holding Company)
90,000 60.00 90,000 60.00

7 OTHER EQUITY

Particulars As at
March 31, 2022
As at
March 31, 2021






Reserves & Surplus*
Securities Premium#
Retained Earnings ##
Opening Balance

Add:Net Profit after tax transferred from statement of profit &loss
Other Components of Equity
-Long term loan from Holding Company
10.00
(497.19)

(37.79)
(534.98)
119.59
10.00
(474.05)
(23.14)
(497.20)
119.59
(405.39) (367.61)

# Securities Premium

The amount received in excess of the par value of Equity shares issued have been classified as securities premium. In accordance with the provision of Section 52 of Indian Companies Act, 2013, the securities premium account can only be utilised for the purposes of issue bonus shares, repurchasing the Company's shares, redemption of preference shares

and debentures, and offsetting direct issue costs and discount allowed for the issue of shares or debentures.

## Retained Earnings

Retained earnings includes the Company's cumulative earning and losses respectively.

  • For movement, refer statement of changes in equity.

48

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

9




8



BORROWINGS (Rs. In Lacs) (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Unsecured
From Related Parties:
Loan from HoldingCompany
359.79 328.47
Total 359.79 328.47
TRADE PAYABLES (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Dues of micro enterprises and small enterprises (Refer Note No 9.1)
Dues other than micro enterprises and small enterprises(Refer Note No 9.1)
-
8.96
-
7.83
Total 8.96 7.83
Note No 9.1:

Micro enterprises and Small enterprises have been identified by the Company on the basis of the information available. Total outstanding dues of Micro and Small enterprises, which are outstanding for more than the stipulated period and other disclosures as per Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) are given below:








Particulars As at
March 31, 2022
As at
March 31, 2021
(a) Dues remaining unpaid
- Principal
- Interest on above
(b) Interest paid in terms of Section 16 of MSMED Act
- Principal paid beyond the appointed date
- Interest paid in terms of Section 16 of MSMED Act
(c ) Amount of interest due and payable for the period of delay on
payments made beyond the appointed dayduringtheyear
-
-
-
-
-
-
-
-
-
-
(d) Amount of interest accrued and unpaid - -

Note No. 9.2

Trade payables ageing as on March 31, 2022

Particulars Outstandingfor the following period from the due date ofpayment Outstandingfor the following period from the due date ofpayment Outstandingfor the following period from the due date ofpayment Outstandingfor the following period from the due date ofpayment
Less than 1 year 1-2 years 2-3 years Total
(i) MSME
(ii) Others
(iii)Unbilled Dues
-
1.75
-
-
5.25
-
-
-
-
-
7.00
1.96
Total 1.75 5.25 - 8.96

49

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

Trade payables ageing as on March 31, 2021

Particulars
Outstandingfor the following period from the due date ofpayment
Less than 1 year
1-2 years
2-3 years
Total
(i) MSME
-
-
-
-
(ii) Others
6.22
0.25
0.50
7.59
(iii)Unbilled Dues
-
-
-
0.24
Total
6.22
0.25
0.50
7.83
10 OTHER FINANCIAL LIABILITIES
(Rs. In Lacs)
As at
As at
March 31, 2022 March 31, 2021
Interest payable
21.54
16.12
Total
21.54
16.12
Particulars
11 OTHER CURRENT LIABILITIES
(Rs. In Lacs)
As at
As at
March 31, 2022 March 31, 2021
Statutory Dues Payable
0.31
0.35
Total
0.31
0.35
Particulars
Particulars Outstandingfor the following period from the due date ofpayment Outstandingfor the following period from the due date ofpayment Outstandingfor the following period from the due date ofpayment Outstandingfor the following period from the due date ofpayment
Less than 1 year 1-2 years 2-3 years Total
(i) MSME
(ii) Others
(iii)Unbilled Dues
-
6.22
-
-
0.25
-
-
0.50
-
-
7.59
0.24
Total 6.22 0.25 0.50 7.83
(Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Interest payable 21.54 16.12
Total 21.54 16.12
(Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Statutory Dues Payable 0.31 0.35
Total 0.31 0.35

50

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

12




13




14





















12




13




14





















OTHER INCOME (Rs. In Lacs) (Rs. In Lacs)
Particulars 2021-22 2020-21

Interest Income
Balance Written back
0.38
0.76
0.29
-
TOTAL 1.14 0.29
FINANCE COSTS (Rs. In Lacs)
Particulars 2021-22 2020-21


Interest Expenses on Long Term Borrowings
Unwinding of interest on Long Term Borrowings
TOTAL
6.03
22.44
5.10
7.83
28.47 12.93
OTHER EXPENSES (Rs. In Lacs)
Particulars 2021-22 2020-21




















Advertisement, Publicity & Sales Promotion
Custodial Fees
Domain Registration Fees
Legal & Professional Fees
Listing Charges
Printing & Stationery
Rates & Taxes
Payment to Statutory Auditors (Refer Note no. 14.1)
Registration and Filing Fees
Share Transfer Fees
Allowance for Bad & Doubtful loans
Miscellaneous Expenses
TOTAL
Note No. 14.1
Payment to Statutory Auditors
(A) Payment to Statutory Auditors
As Auditors :
Audit Fees (including Limited Review)
Other Services
Towards GST
Total Auditors Remuneration
0.31
0.11
0.08
2.74
3.60
0.35
0.03
1.09
0.11
0.63
1.37
0.04
0.48
0.11
0.15
3.00
3.54
0.39
0.03
1.09
0.19
0.58
0.90
0.04
10.46 10.50
0.42
0.50
0.17
0.42
0.50
0.17
1.09 1.09

51

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

15 EARNING PER SHARE
2021-22
2020-21
(A) Profit attributable to Equity Shareholders (Rs. In Lacs)
(37.79)
(23.14)
(B) No. of Equity Share outstanding during the year.
150,000
150,000
(C) Face Value of each Equity Share (Rs. In Lacs)
10
10
(D) Basic & Diluted earning per Share (Rs. In Lacs)
(25.19)
(15.43)
Particulars
15 EARNING PER SHARE
2021-22
2020-21
(A) Profit attributable to Equity Shareholders (Rs. In Lacs)
(37.79)
(23.14)
(B) No. of Equity Share outstanding during the year.
150,000
150,000
(C) Face Value of each Equity Share (Rs. In Lacs)
10
10
(D) Basic & Diluted earning per Share (Rs. In Lacs)
(25.19)
(15.43)
Particulars
15 EARNING PER SHARE
2021-22
2020-21
(A) Profit attributable to Equity Shareholders (Rs. In Lacs)
(37.79)
(23.14)
(B) No. of Equity Share outstanding during the year.
150,000
150,000
(C) Face Value of each Equity Share (Rs. In Lacs)
10
10
(D) Basic & Diluted earning per Share (Rs. In Lacs)
(25.19)
(15.43)
Particulars
15 EARNING PER SHARE
2021-22
2020-21
(A) Profit attributable to Equity Shareholders (Rs. In Lacs)
(37.79)
(23.14)
(B) No. of Equity Share outstanding during the year.
150,000
150,000
(C) Face Value of each Equity Share (Rs. In Lacs)
10
10
(D) Basic & Diluted earning per Share (Rs. In Lacs)
(25.19)
(15.43)
Particulars
Particulars 2021-22 2020-21
(A) Profit attributable to Equity Shareholders (Rs. In Lacs)
(B) No. of Equity Share outstanding during the year.
(C) Face Value of each Equity Share (Rs. In Lacs)
(D) Basic & Diluted earning per Share (Rs. In Lacs)
(37.79)
150,000
10
(25.19)
(23.14)
150,000
10
(15.43)

16 Financial risk management

The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of

these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include

loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

Considering the state of affairs of the company, the Company is exposed to liquidity risk. The Company’s senior

management oversees the management of these risks.

A Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a

reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities – trade payables and other financial liabilities .

Liquidity risk management

The Company’s Senior Management is responsible for liquidity and funding as well as settlement management. In

addition, processes and policies related to such risks are overseen by senior management.

Maturities of non – derivative financial liabilities (Rs. in Lacs)

As at 31 March 2022

Maturities of non – derivative financial liabilities
(Rs. in Lacs)
Maturities of non – derivative financial liabilities
(Rs. in Lacs)
Maturities of non – derivative financial liabilities
(Rs. in Lacs)
Maturities of non – derivative financial liabilities
(Rs. in Lacs)
Maturities of non – derivative financial liabilities
(Rs. in Lacs)
As at 31 March 2022














Particulars Upto 1
Year
Between 1 and 3
Years
Beyond
3 Years
Total
Financial Liabilities - Non-Current
Borrowings
Financial Liabilities - Current
Trade payables
Other Financial Liabilities
-
8.96
21.54
-
-
-
359.79
-
-
359.79
8.96
21.54
Total 30.50 - 359.79 390.29
As at 31 March 2021
Particulars Upto 1
Year
Between 1 and 3
Years
Beyond
3 Years
Total
Financial Liabilities - Non-Current
Borrowings
Financial Liabilities - Current
Trade payables
Other Financial Liabilities
-
-
-
7.83
16.12
-
-
-
-
-
328.47
-
-
-
-
328.47
-
-
7.83
16.12
Total 23.95 - 328.47 352.47

52

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

17 FAIR VALUE MEASUREMENT

Financial instruments by category

Financial instruments by category Financial instruments by category Financial instruments by category Financial instruments by category
18 Related Party Disclosures:
a) Name of the related party and description of relationship.
Sr. No. Related Parties
Nature of Relationship
1
Mrs. Shamika Kadam
Key Management Personnel
(Resigned as Managing Director on 11.02.2021)
2
Mrs. Kalpana Morakhia
Key Management Personnel
(Appointed as Managing Director on 11.02.2021)
3
Mr. Umesh Bhise (CFO)
Key Management Personnel
4
Ms. Vishakha Poladia (Company Secretary)
Key Management Personnel
(Resigned on 17.09.2020 & Re-Appointed on 16.03.2021)
Key Management Personnel
5
AHA Parks Limited
Subsidiary Company
6
AHA Holdings Pvt Ltd
Holding Company
Particulars
As at March 31, 2022
As at March 31, 2021
FVTPL
Amortised
FVTPL
Amortised
Cost
Shares
Cost
Financial assets
Cash and cash equivalents
-
0.16
-
0.11
Total financial assets
-
0.16
-
0.11
Financial liabilities
Borrowings
359.79
-
328.47
-
Trade Payables
-
8.96
-
7.83
Other Payables
-
21.54
-
16.12
Total financial liabilities
359.79
30.50
328.47
23.95
Particulars
As at March 31, 2022 As at March 31, 2021
FVTPL
Amortised
Cost
FVTPL
Shares
Amortised
Cost
Financial assets
Cash and cash equivalents
- 0.16 - 0.11
Total financial assets - 0.16 - 0.11
Financial liabilities
Borrowings
Trade Payables
Other Payables
359.79
-
-
-
8.96
21.54
328.47
-
-
-
7.83
16.12
Total financial liabilities 359.79 30.50 328.47 23.95
Related Party Disclosures:
a) Name of the related party and description of relationship.
Sr. No. Related Parties Nature of Relationship
1
2
3
4
5
6
Mrs. Shamika Kadam
(Resigned as Managing Director on 11.02.2021)
Mrs. Kalpana Morakhia
(Appointed as Managing Director on 11.02.2021)
Mr. Umesh Bhise (CFO)
Ms. Vishakha Poladia (Company Secretary)
(Resigned on 17.09.2020 & Re-Appointed on 16.03.2021)
AHA Parks Limited
AHA Holdings Pvt Ltd
Key Management Personnel
Key Management Personnel
Key Management Personnel
Key Management Personnel
Key Management Personnel
Subsidiary Company
Holding Company








b) Details of Transactions during the year with related parties. b) Details of Transactions during the year with related parties. b) Details of Transactions during the year with related parties. b) Details of Transactions during the year with related parties. b) Details of Transactions during the year with related parties. b) Details of Transactions during the year with related parties. b) Details of Transactions during the year with related parties. b) Details of Transactions during the year with related parties.
Sr. No. Related Parties Nature of Transactions during the year 2021-22
(Rs. in Lacs)
2020-21
(Rs. in Lacs)
1
2
AHA Holdings Pvt Ltd
AHA Parks Limited
Loans Taken
Interest Paid (Including unwinding of interest)
Loans given to subsidiary
Provision for doubtful loans and advances
Interest received
31.31
28.47
0.99
1.37
0.38
35.01
12.93
0.61
0.90
0.29
c) Balances at end of the year with related parties.
(Rs. in Lacs)
Sr.
No.
Related Parties
Nature of Transactions
during theyear
As at
March 31, 2022
As at
March 31, 2021
1
2
AHA Holdings Pvt Ltd
AHA Parks Limited
Loans Repayable
Interest Payable
Loan Receivable
Provision for doubtful loans and advances
Investments in Shares
Provision for dimunition in value of Investments
359.79
21.54
254.53
254.53
5.00
5.00
328.47
16.12
253.16
253.16
5.00
5.00

53

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

19 The company has accumulated losses as on the Balance Sheet date amounting Rs. 405.39 Lacs (Previous Year - Rs.367.61

Lacs against the paid up capital of Rs. 15 lacs. In view of the Management, the company's accounts are prepared on going

concern basis considering the fact that its holding company will provide continuous financial support.

20 The management assessed that Cash and Cash equivalents, loans, other balances with Banks, trade receivables, trade payables and other current liabilities/assets approximate their carrying amounts largely due to the short-term maturities of these instruments.

21 The company has assessed the possible effects that may result from the COVID-19 pandemic on the carrying amounts of other assets / liabilities. Based on the current indicators of economic conditions, the company expects to recover the carrying amount of all its assets. The Management has also assessed and concluded that no material uncertainty exists,

which raises a doubt on the company’s ability to continue as a going concern in the near future. The actual impact of the

COVID-19 pandemic may be different from that estimated as at the date of approval of these financial statements and the

company will continue to closely monitor any material changes to the economic conditions in the future.

22 Ratios:

The Following are applicable analytical ratios for the year ended 31 March, 2022 and 31 March, 2021:

Particulars Refer note
for Variances
2021-22 2020-21 Variances(%)
(i) Current Ratio =(Current Assets/Current Liabilities)
(Times)
(ii) Debt – Equity Ratio =(Total Debt (a) /Shareholder’s
Equity) (Times)
(iii) Debt Service Coverage Ratio= (Earnings aviable for
debt service(b)/ Debt Service©) (Times)
(iv) Return on Equity (ROE) = (Net Profits after taxes/
Average Shareholder’s Equity) (%)
(v) Trade payables turnover ratio =(Purchases of services
and other expenses/Average Trade Payables) (Times)
(vi) Net profit ratio= (Net Profit/Total Income)
(vii) Return on capital employed (ROCE) = (Earning
before interest and taxes/Effective Capital
Employed (d)
1
2

2
3
0.01
(0.92)
(36.79)
10.17%
1.25
(33.15)
(38.72)
0.01
(0.93)
(22.14)
6.97%
1.48
(79.80)
(23.68)
3.50%
-1.07%
66.16%
45.97%
-16.04%
-58.46%
63.54%

Notes:

  1. Increase in debt during the year.

  2. Increase in loss during the year.

  3. Increase in finance cost during the year.

23 Benami Property

No proceeding has been initiated or pending against the group for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder

54

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

24 Relationship with Struck off Companies

The Company has no transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

  • 25 Registration of charges or satisfaction with Registrar of Companies

  • The Company has no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.

26 Previous year figures have been regrouped and rearranged wherever considered necessary to make them comparable with those of the current year.

For M L Bhuwania And Co. LLP

Chartered Accountants FRN: 101484W/W100197

Vijay Kumar Jain

For and on behalf of the Board of Directors of

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915

Partner

Membership No: 108374 Place: Mumbai Date: 30th May, 2022

Umesh Bhise Vishakha Poladia Chief Financial Officer Company Secretary

55

Consolidated Auditors Report

To

The Members of

Idream Film Infrastructure Company Limited (Formerly Softbpo Global Services Limited)

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (FORMERLY SOFTBPO GLOBAL SERVICES LIMITED (“Holding Company”) and its subsidiary (Holding Company and its subsidiary together referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2022, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (“the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of their consolidated state of affairs of the Company as at March 31, 2022, their consolidated loss, the consolidated other comprehensive income, their consolidated changes in equity and their consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibility for the Audit of the Consolidated Financial Statements' section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI), and we have fulfilled our other ethical responsibilities in accordance with the provisions of the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter Auditors Response
A. Going Concern Assumption
The Group has accumulated losses as on the
Balance Sheet date amounting to Rs. 406.12
lakhs against the paid up capital of Rs. 15 lakhs,
resulting into negative net worth. It raises a
question on the future viability of the company
as a going concern. Hence considered a Key
Audit Matter.
In assessing the appropriateness of the going concern assumption used
in preparing the financial statements, our procedures included, amongst
others:
Confirmation from the ultimate holding company of providing
financial support.
Assessing the cash flow requirements of the company over 12
months from 31 March 2022 based on budgets and forecasts.
The operational and growth plan of the company.
Review the pattern of expenditures in previous years
Considering the liquidity of existing assets on the balance sheet. .
Considering potential downside scenarios and the resultant impact
on available funds.
56

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

Other Information

The Holding Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company's Annual Report, but does not include the consolidated financial statements and our Auditors' Report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, compare with the financial statements if the subsidiary audited by the other auditor, to the extent it relates to this entity and, in doing so, place reliance on the work of the other auditor and consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Other information so far as it relates to the subsidiary is traced from their financial statements audited by the other auditor. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Consolidated Financial Statements

The Holding Company's management and Board of Directors are responsible for the matters stated in Section 134(5) of Act with respect to the preparation and presentation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (“Ind AS”) specified under section 133 of the Act. The respective company's management and Board of Directors of the company included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each entity and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the management and Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective management and Board of Directors of the company included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective management either intends to liquidate or cease operations, or has no realistic alternative but to do so.

The respective management and Board of Directors of the company included in the Group are responsible for overseeing the financial reporting process of the Group.

Auditor's Responsibility for the Audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

57

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

  •  Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control

  •  Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

  •  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  •  Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  •  Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  •  Obtain sufficient appropriate audit evidence regarding the financial information of the entity and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of the entity included in the consolidated financial statements of which we are the independent auditors. For the other entity included in the consolidated financial statements, which have been audited by other auditor, such other auditor remains responsible for the direction, supervision and performance of the audit carried out by him. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters:

  • a) We did not audit the financial statements / financial information of the subsidiary, whose financial statements reflect unconsolidated total assets of Rs.0.48 Lakhs as at 31st March 2022, unconsolidated total revenue of Rs. 0.02 Lakhs and other comprehensive income of Rs. Nil for the year ended March 31, 2022, unconsolidated net loss Rs. (1.21) Lakhs for the

58

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IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

  • year ended March 31, 2022 and unconsolidated net cash inflow of Rs. 0.01 Lakhs for the year ended on that date, as considered in the consolidated financial statements. This financial statements / financial information have been audited by other auditor whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, and our report in

  • terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary are based solely on the reports of the other auditor.

  • Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is

  • not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditor.

Report on other Legal and Regulatory Requirements

  1. As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditor on separate

  2. financial statements / information of subsidiary, referred to in the paragraph on 'Other Matters' section above, we report, to the extent applicable, that:

  3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

  4. b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books, returns and the reports of the other auditor.

  5. c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

  6. d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

  7. e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2022 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary company, none of the directors of the Group company is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164(2) of the Act.

  8. f) With respect to the adequacy of internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in “Annexure A”.

  9. g) With respect to the matter to be included in the Auditor's Report under section 197(16):

    • In our opinion and according to the information and explanations given to us, no managerial remuneration has been paid or

    • provided during the year. Hence reporting as required by section 197(16) is not applicable. The Ministry of Corporate

    • Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

  10. h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit

    • and Auditor's) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations

    • given to us and based on the consideration of the report of the other auditor on the financial statements / information of the subsidiary, as noted in the paragraph on 'Other Matters':

    • i. The Group does not have any pending litigations which would impact its Consolidated Ind AS financial statements;

    • ii. The Group did not have any material foreseeable losses on long term contracts including derivatives contacts;

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IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

  • iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the group during the year ended March 31, 2022.

  • iv. (a) The respective Managements of the Holding Company and its subsidiary which is company incorporated in India, whose financial statements have been audited under the Act, have represented that, to the best of their knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Group to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any such subsidiary (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

    • (b) The respective Managements of the Holding Company and its subsidiary which is company incorporated in India, whose financial statements have been audited under the Act, have represented that, to the best of their knowledge and belief, no funds have been received by the Company or such subsidiary from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Group shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

    • (c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

  • v. Holding Company has not declared or paid dividend during the year. Hence compliance with section 123 of the Companies Act, 2013 is not applicable.

  • With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor's Report) Order, 2020 (the “Order”/ “CARO”) issued by the Central Government in terms of Section 143(11) of the Act, to be included in the Auditor's Report, according to the information and explanations given to us, and based on the CARO reports issued for the Holding Company and its subsidiary included in the consolidated financial statements of the Holding Company, to which reporting under CARO is applicable, we report that there are no qualifications or adverse remarks in these CARO reports.

For M L BHUWANIA AND CO LLP

Chartered Accountants FRN: 101484W / W100197

Vijay Kumar Jain

Partner Membership No. 108374 UDIN: 221083374AJWZXZ1632

Place: Mumbai

Date: May, 30, 2022

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35

Annexure A to the Consolidated Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

Referred to in paragraph (f) of 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report on the consolidated financial statements of the company for the year ended March 31, 2022.

Opinion

In conjunction with our audit of the consolidated financial statements of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (FORMERLY SOFTBPO GLOBAL SERVICES LIMITED (“the Holding Company”) as of and for the year ended March 31, 2022, we have audited the internal financial control over financial reporting of the Holding Company and its subsidiary company as of that date.

In our opinion to the best of our knowledge and according to the opinion expressed in the report of other auditor, the Holding Company and its subsidiary company, in all material respects, have an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2022, based on the criteria for internal controls over financial reporting established by the respective companies, wherever applicable, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

Management's Responsibility for Internal Financial Controls

The respective company's management and Board of Directors of Holding Company and its subsidiary company, are responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the respective companies, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective 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, as required under the Companies Act, 2013

Auditors' Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor in terms of their reports referred to in the paragraph on 'Other Matters', is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Holding Company and its subsidiary.

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IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other Matters

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to consolidated financial statements in so far as it relates to subsidiary company, is based on the corresponding reports of the auditor of such company.

For M L BHUWANIA AND CO LLP

Chartered Accountants FRN: 101484W / W100197

Vijay Kumar Jain

Partner Membership No: 108374 UDIN: 22108374AJWZXZ1632

Place: Mumbai Date: May 30, 2022

62

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
(Formerly known as Softbpo Global Services Limited)
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
(Formerly known as Softbpo Global Services Limited)
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
(Formerly known as Softbpo Global Services Limited)
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
(Formerly known as Softbpo Global Services Limited)
IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
(Formerly known as Softbpo Global Services Limited)
Consolidated Balance Sheet as at March 31, 2022
(Rs. In Lacs)
Particulars Note
No.
As at
March 31, 2022
As at
March 31, 2021
ASSETS
(1) Current Assets
(a) Financial Assets
i) Cash and Cash Equivalents 2 0.27 0.21

ii) Bank balances other than (i) above
3 0.29 0.29
iii) Other financial assets 4 0.08 0.05

(b) Other current assets
5 0.05 0.06

Total Current Assets
0.69 0.61
TOTAL ASSETS 0.69 0.61
EQUITIES AND LIABILITIES
EQUITY
(a) Equity Share capital 6 15.00 15.00
(b) Other Equity 7 (406.12) (368.49)

Total Equity

(391.12)
(353.49)

LIABILITIES
(1) Non - Current Liabilities
(a) Financial Liabilities

i) Borrowings
8 359.79 328.47

Total Non Current Liabilities
359.79 328.47
(2) Current Liabilities
(a) Financial Liabilities

(i) Trade payables
9

(a) total outstanding dues of micro enterprises and
- -

small enterprises

(b) total outstanding dues of creditors other than
micro enterprises and small enterprises 10.13 9.11

(ii)Other Financial Liabilities
10 21.54 16.12
(b)Other Current Liabilities 11 0.35 0.40
Total Current Liabilities 32.02 25.63
TOTAL EQUITY AND LIABILITIES 0.69 0.61
Summary of significant accounting policies
1

As per our report of even date attached For and on behalf of the Board of Directors of For M L Bhuwania And Co. LLP IDream Film Infrastructure Company Limited Chartered Accountants FRN: 101484W/W100197 Rahul Kate

FRN: 101484W/W100197 Kalpana Morakhia Rahul Kate Managing Director Director Vijay Kumar Jain DIN: 00336451 DIN: 08099915 Partner Membership No: 108374 Place: Mumbai Umesh Bhise Vishakha Poladia Date: 30th May, 2022 Chief Financial Officer Company Secretary 63

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) Consolidated Statement of Profit & Loss for the year ended March 31, 2022

(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)
Particulars Note
No.
2021 - 22 2020 - 21
Revenue from Operations
Other Income 12 0.78 0.02
Total Income 0.78 0.02
Expenses
Finance Cost 13 28.47 12.93
Other expenses 14 9.94 10.78
Total Expenses 38.41 23.71
Profit before exceptional items and tax (37.63) (23.69)
Less: Exceptional Items - -
Profit /(Loss)before tax (37.63) (23.69)
Less: Tax Expense - -
Total Tax Expenses - -
Profit after Tax A (37.63) (23.69)
Other Comprehensive Income
A.(i)Items that will not be reclassified toprofit or loss - -
(ii)Income tax relatingto items that will not be - -
reclassified to profit or loss
B. (i) Items that will be reclassified to profit or loss - -
(ii)Income tax relatingto items that will be - -
reclassified toprofit or loss
Total Other Comprehensive Income for theyear B - -
Total Comprehensive Income for theyear (A+B) (37.63) (23.69)
Earning per equityshare:(Face Value Rs. 10/- each) 15
(1)Basic (25.09) (15.79)
(2) Diluted (25.09) (15.79)
Summary of significant accounting policies
1
The accompanyingnotes are an integralpart of the financial statements.

As per our report of even date attached For M L Bhuwania And Co. LLP

Chartered Accountants FRN: 101484W/W100197

Vijay Kumar Jain Partner Membership No: 108374 Place: Mumbai Date: 30th May, 2022

For and on behalf of the Board of Directors of IDream Film Infrastructure Company Limited

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915 Umesh Bhise Vishakha Poladia Chief Financial Officer Company Secretary

64

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited) Consolidated Cash Flow Statement for the year ended March 31, 2022

(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)
Particulars
Year ended
March 31, 2022
Year ended
March 31, 2021
A.Cash Flow from Operating Activities
Net Profit before taxation
Operating Profit before Working Capital changes
Adjustments for:
Interest Received
Interest Paid
Adjustments for working capital changes:
Increase / (Decrease) in Other Current Assets
Increase/(Decrease) in Trade Payables
Increase/(Decrease) in Other Current Liabilities
CASH GENERATED FROM OPERATIONS
Net Cash inflow/(outflow) from Operating activities
B.Cash Flow from Investing Activities
Net Cash inflow from/ (outflow) from Investing activities
C.Cash Flow From Financing Activities
Loan from Holding Company
Interest Paid
Net Cash inflow from/ (outflow) from Financing activities
Net increase / (decrease) in cash and cash equivalents
Opening Cash and Cash Equivalents
Closing Cash and Cash Equivalents
Note:
1
Cash & Cash Equivalents includes
Balance with Bank on Current account
Cash on Hand
A.
B.
C.
Cash Flow from Operating Activities
Net Profit before taxation
Operating Profit before Working Capital changes
Adjustments for:
Interest Received
Interest Paid
Adjustments for working capital changes:
Increase / (Decrease) in Other Current Assets
Increase/(Decrease) in Trade Payables
Increase/(Decrease) in Other Current Liabilities
CASH GENERATED FROM OPERATIONS
Net Cash inflow/(outflow) from Operating activities
Cash Flow from Investing Activities
Net Cash inflow from/ (outflow) from Investing activities
Cash Flow From Financing Activities
Loan from Holding Company
Interest Paid
Net Cash inflow from/ (outflow) from Financing activities
Net increase / (decrease) in cash and cash equivalents
Opening Cash and Cash Equivalents
Closing Cash and Cash Equivalents
(37.63)
(37.63)
(0.02)
28.47
-
1.02
(0.05)
(8.21)
(23.69)
(23.69)
(0.02)
12.93
-
2.06
(0.14)
(8.88)
(8.21) (8.88)
- -
8.87
(0.60)
9.23
(0.51)
8.27 8.71
0.06 (0.16)
0.21
0.27
0.37
0.21
0.06 (0.16)

2 Cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash flows.

  • 3 Previous year's figures have been Re-grouped / Re-arranged , wherever considered necessary.

As per our report of even date attached For M L Bhuwania And Co. LLP Chartered Accountants

FRN: 101484W/W100197

Vijay Kumar Jain

Partner Membership No: 108374 Place: Mumbai Date: 30th May, 2022

For and on behalf of the Board of Directors of IDream Film Infrastructure Company Limited

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915 Umesh Bhise Vishakha Poladia Chief Financial Officer Company Secretary

65

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

Consolidated Statement of changes in equity for the year ended 31st March, 2022

  • (a) Equity Share Capital
(a) Equity Share Capital Equity Share Capital Equity Share Capital

(Rs. In Lacs)
Particulars No of Shares Amount
Balance as at 1st April, 2020 150,000 15.00
Changes in equity share capital during the year - -
Balance as at 31st March, 2021 150,000 15.00
Changes in equityshare capital duringtheyear - -
Balance as at 31st March, 2022 150,000 15.00

(b) Other Equity

Particulars Reserves & Surplus Reserves & Surplus Other
components of
Equity (Loans
from Holding
Company
Total
Retained
Earnings
Securities
Premium
Balance as at 31st March, 2020 (474.39) 10.00 137.54 (326.85)
Profit/(Loss)for theyear (23.69) - - (23.69)
Other Component of Equity
duringtheyear
- - (17.96) (17.96)
Balance as at 31st March, 2021 (498.08) 10.00 119.59 (368.49)
Profit/(Loss)for theyear (37.63) - - (37.63)
Other Component of Equity
during the year
- - - -
Balance as at 31st March, 2022 (535.71) 10.00 119.60 (406.12)

The accompanying notes are an integral part of the financial statements.

As per our report of even date attached For M L Bhuwania And Co. LLP

For and on behalf of the Board of Directors of IDream Film Infrastructure Company Limited

Chartered Accountants FRN: 101484W/W100197

FRN: 101484W/W100197 Kalpana Morakhia Rahul Kate Managing Director Director Vijay Kumar Jain DIN: 00336451 DIN: 08099915 Partner Membership No: 108374 Place: Mumbai Umesh Bhise Vishakha Poladia Date: 30th May, 2022 Chief Financial Officer Company Secretary

66

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

1. Notes to financial statements for the Year Ended March 31, 2022

Note 1A Company Overview

The Company ("Idream Film Infrastructure Company Limited") is an existing public limited company incorporated on 3rd October, 1981 under the provisions of the Indian Companies Act, 1956 and deemed to exist within the purview of the Companies Act, 2013 having its registered office at Flat No B-4501& B-4601, Lodha Bellissimo, Lodha Pavilion, Apollo Mill Compound, Mahalaxmi, Mumbai - 400011. The equity shares of the Company are listed on BSE Limited (“BSE”). The financial statements are presented in Indian Rupee (₹).

Note1B Significant Accounting Policies

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

(A) Basis Of Preparation Of Financial Statement

i) Compliance with Ind AS

The financial statements Complies in all material aspects with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (the "Act") and other relevant provisions of the Act and other accounting principles generally accepted in India.

The financial statements were authorized for issue by the Company's Board of Directors on 25th June, 2021.

These financial statements are presented in Indian Rupees (INR), which is also the functional currency. All the amounts have been rounded off to the nearest lacs, unless otherwise indicated.

ii) Historical cost convention

These financial statements have been prepared on historical cost basis, except for certain financial instruments which are measured at fair value or amortised cost at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company’s normal operating cycle.

iii) Current and Non Current Classification.

All assets and liabilities have been classified as current or non-current as per the Company's operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.

(B) Use of estimates and judgements

The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively.

(C) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

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IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

(I) Financial Assets (i) Classification The Company classifies its financial assets in the following measurement categories: (a) those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss); and (b) those measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. (a) For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. (b) For investments in debt instruments, this will depend on the business model in which the investment is held. (c) For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company reclassifies debt investments when and only when its business model for managing those assets changes. (ii) Measurement At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. (a) Debt instruments Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments: Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income using the effective interest rate method. Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other income or other expenses (as applicable). Interest income from these financial assets is included in other income using the effective interest rate method. Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in

68

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

the statement of profit and loss within other income or other expenses (as applicable) in the period in which it arises. Interest income from these financial assets is included in other income or other expenses, as applicable.

(b) Equity Instruments

The Company subsequently measures all equity investments at fair value. Where the Company’s management has selected to present fair value gains and losses on equity investments in other comprehensive income and there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company’s right to receive payments is established. .

Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income or other expenses, as applicable in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

(iii) Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime credit losses (ECL) to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed.

For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.

(iv) Derecognition of financial assets

A financial asset is derecognised only when -

(a) The Company has transferred the rights to receive cash flows from the financial asset or

(b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

(II) Financial Liabilities

(i) Measurement

Financial liabilities are initially recognised at fair value, reduced by transaction costs(in case of financial liability not at fair value through profit or loss), that are directly attributable to the issue of financial liability. After initial recognition, financial liabilities are measured at amortised cost using effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash outflow (including all fees paid, transaction cost, and other

69

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. At the time of initial recognition, there is no financial liability irrevocably designated as measured at fair value through profit or loss.

(ii) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

(D) Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits with banks, other short term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes outstanding bank overdraft shown within current liabilities in statement of financial balance sheet and which are considered as integral part of company’s cash management policy.

(E) Income tax policy

Current Tax

Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income Tax Act, 1961.

Deferred Tax

Deferred tax resulting from " timing difference " between book and taxable profit is accounted for using the tax rates and laws that have been enacted or substantively enacted as on the Balance Sheet date. The deferred tax assets is recognised and carried forward only to the extent that there is a reasonable certainty that the asset will be realised in future.

(F) Revenue Recognition:

(i) Revenue from sale of products and services are recognised at a time on which the performance obligation is satisfied.

(ii) Interest income is recorded on a time proportion basis taking into account the amounts invested and the rate of interest.

(G) Borrowing Cost:

Borrowing costs, which are directly attributable to the acquisition, construction or production of a qualifying assets

are capitalised as a part of the cost of the assets. Other borrowing costs are recognised as expenses in the year in which they are incurred .

(H) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

  • the profit attributable to owners of the Company; and

  • by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.

70

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

ii) Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:

  • the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and

  • the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

(I) Impairment of Assets:

Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in

use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately

identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(J) Contingencies / Provisions:

A provision is recognised when an company has a present obligation as a result of past event; it is probable that an

outflow of resources embodying economic benefit will be required to settle the obligation and reliable estimate can be made.

(K) Cash Flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and

item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

(L) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. Trade and other payables are recognised, initially at fair value, and subsequently measured at amortised cost using effective interest rate method.

(M) Investments

On transition to Ind AS, equity investments are measured at fair value, with value changes recognised in Other

Comprehensive Income, except for those mutual fund for which the Company has elected to present the fair value changes in the Statement of Profit and Loss.

(N) Operating Cycle

Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their

realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non current.

(O) Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, as below.

Ind AS 16 – Property Plant and equipment – The amendment clarifies that excess of net sale proceeds of items produced over the cost of testing, if any, shall not be recognised in the profit or loss but deducted from the directly attributable costs considered as part of cost of an item of property, plant, and equipment. The effective date for

71

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

adoption of this amendment is annual periods beginning on or after April 1, 2022. The Company has evaluated the amendment and there is no impact on its financial statements.

Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets – The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2022, although early adoption is permitted. The Company has evaluated the amendment and the impact is not expected to be material.

72

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

2




3



CASH AND CASH EQUIVALENTS (Rs. In Lacs) (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Balance With Banks
- On Current Account
Cash on Hand
0.25
0.02
0.19
0.02
Total 0.27 0.21
BANK BALANCES (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Margin Money Account (Refer Note No 3.1) 0.29 0.29
Total 0.29 0.29
Note No. 3.1
Margin money deposits amounting to Rs. 0.29/- Lac (Previous Year - Rs. 0.29/-
Lac) are lying with bank.
5



4

OTHER FINANCIAL ASSETS (Rs. In Lacs) (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Interest Receivable on Fixed Deposits 0.08 0.05
Total 0.08 0.05
OTHER CURRENT ASSETS (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Advance Recoverable in Cash or Kind or for Value to be
Received
0.05 0.06
Total 0.05 0.06

73

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

6






EQUITY SHARE CAPITAL (Rs. In Lacs) (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021






Authorized Shares
65,00,000 Equity shares, Rs. 10 /-par value
(Previous Year: 65,00,000 equity shares Rs. 10/- each)
Issued, Subscribed and Fully Paid Up Shares
1,50,000 Equity Shares, Rs. 10/- par value
(Previous Year: 1,50,000 equity shares Rs. 10/- each)
Total Issued, Subscribed and Fully Paid Up Share Capital
650.00 650.00
650.00 650.00
15.00 15.00
15.00 15.00

Note No. 6.1

The reconciliation of the number of shares outstanding at the beginning and at the end of reporting period 31-03-2022:

Particulars As at March 31, 2022 As at March 31, 2022 As at March 31, 2021 As at March 31, 2021
Amount
(Rs.)
No. of
Shares
Amount
(Rs.)
No. of
Shares
Number of shares at the beginning
Add: Shares issued during the year
Less : Shares Bought back (If any)
Number of shares at the end
1,500,000
-
-
150,000
-
-
1,500,000
-
-
150,000
-
-
1,500,000 150,000 1,500,000 150,000

Note No. 6.2

Terms/rights attached to equity shares

(A) The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note No. 6.3

The details of shareholders holding more than 5% shares in the company :

Name of the Shareholders No. of
Shares
held
% held as
at March
31, 2022

No. of
Shares
held
% held as
at March
31, 2021
AHA Holdings Private Limited
(Holding Company)
90,000 60.00 90,000 60.00

74

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

Note No. 6.4

The Details Of Share Held by Promoters :

Name of the Shareholders Name of the Shareholders No. of
Shares
held
No. of
Shares
held
% held as
at March
31, 2022

No. of
Shares
held

No. of
Shares
held
% held as
at March
31, 2021

AHA Holdings Private Limited
(Holding Company)
90,000 60.00 90,000 60.00
Particulars As at
March 31, 2022
As at
March 31, 2021




Reserves & Surplus*
Securities Premium#
Retained Earnings##
Other Components of Equity
-Longterm loan from HoldingCompany
10.00
(535.71)
119.59
10.00
(498.08)
119.59
TOTAL OTHER EQUITY (406.12) (368.49))

7 OTHER EQUITY (Rs. In Lacs)

# Securities Premium Reserve

The amount received in excess of the par value of Equity shares issued have been classified as securities premium. In accordance with the provision of Section 52 of Indian Companies Act, 2013, the securities premium account can only be utilised for the purposes of issue bonus shares, repurchasing the Company's shares, redemption of preference shares and debentures, and offsetting direct issue costs and discount allowed for the issue of shares or debentures.

## Retained Earnings

Retained earnings includes the Company's cumulative earning and losses respectively.

  • For movement, refer statement of changes in equity.
8



BORROWINGS (Rs. In Lacs) (Rs. In Lacs)
Particulars As at
March 31 2022
As at
March 31, 2021


Unsecured
From Related Parties:
Loan from HoldingCompany
359.79 328.47
Total 359.79 328.47

75

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

9


TRADE PAYABLES (Rs. In Lacs) (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Dues of micro and small enterprises (Refer Note No 9.1)
Dues other than micro and small enterprises(Refer Note 9.1)
-
10.13
-
9.11
Total 10.13 9.11

Note No 9.1: Micro enterprises and Small enterprises have been identified by the Company on the basis of the information available. Total outstanding dues of Micro and Small enterprises, which are outstanding for more than the stipulated period and other disclosures as per Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) are given below:








(Rs. In Lacs) (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
(a) Dues remaining unpaid
- Principal
- Interest on above
(b) Interest paid in terms of Section 16 of MSMED Act
- Principal paid beyond the appointed date
- Interest paid in terms of Section 16 of MSMED Act
(c ) Amount of interest due and payable for the period of delay on
payments made beyond the appointed day during the year
-
-
-
-
-
-
-
-
-
-
(d) Amount of interest accrued and unpaid - -

Note No. 9.2

Trade payables ageing as on March 31, 2022

Particulars Outstandingfor the following period from the due date ofpayment Outstandingfor the following period from the due date ofpayment Outstandingfor the following period from the due date ofpayment Outstandingfor the following period from the due date ofpayment
Less than 1 year 1-2 years 2-3 years Total
(i) MSME
(ii) Others
(iii)Unbilled Dues
-
2.72
-
-
5.46
-
-
-
-
-
8.17
1.96
Total 2.72 5.46 - 10.13
Trade payables ageing as on March 31, 2021
Particulars Outstandingfor the following period from the due date ofpayment
Less than 1 year 1-2 years 2-3 years Total
(i) MSME
(ii) Others
(iii)Unbilled Dues
-
7.50
-
-
0.25
-
-
0.50
-
-
8.88
0.24
Total 7.50 0.25 0.50 9.11

76

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

11 OTHER CURRENT LIABILITIES
Statutory Dues Payable
Total
Particulars
10 OTHER FINANCIAL LIABILITIES
Interest payable
Total
Particulars
11 OTHER CURRENT LIABILITIES
Statutory Dues Payable
Total
Particulars
10 OTHER FINANCIAL LIABILITIES
Interest payable
Total
Particulars
(Rs. In Lacs) (Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Interest payable 21.54 16.12
Total 21.54 16.12
(Rs. In Lacs)
Particulars As at
March 31, 2022
As at
March 31, 2021
Statutory Dues Payable 0.35 0.40
Total 0.35 0.40

77

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

12




13




14




















12




13




14




















OTHER INCOME (Rs. In Lacs) (Rs. In Lacs)
Particulars 2021-22 2020-21

Interest Income
Balance Written back
0.02
0.76
0.02
-
TOTAL 0.78 0.02
FINANCE COSTS (Rs. In Lacs)
Particulars 2021-22 2020-21

Interest Expenses on Long Term Borrowings
Unwindingof interest on LongTerm Borrowings
6.03
22.44
5.10
7.83
TOTAL 28.47 12.93
OTHER EXPENSES (Rs. In Lacs)
Particulars 2021-22 2020-21




















Payment to Statutory Auditors (Refer Note No. 14.1)
Advertisement, Publicity & Sales Promotion
Custodial Fees
Domain Registration Fees
Legal & Professional Fees
Listing Charges
Printing & Stationery
Profession Taxes
Registration and Filing Fees
Share Transfer Fees
Prior Period Expenses
Miscellaneous Expenses
TOTAL
Note No. 14.1
Payment to Statutory Auditors
(A) Payment to Statutory Auditors
As Auditors :
Audit Fees (including Limited Review)
Other Services
Towards Goods & Service Tax
Total Auditors Remuneration
1.49
0.31
0.11
0.08
3.14
3.60
0.35
0.06
0.13
0.63
-
0.04
1.64
0.48
0.11
0.15
3.47
3.54
0.39
0.06
0.22
0.58
0.12
0.02
9.94 10.78
0.82
0.50
0.17
0.97
0.50
0.17
1.49 1.64

78

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

15 EARNING PER SHARE
2021-22
2020-21
(A) Profit attributable to Equity Shareholders (Rs. in Lacs)
(37.63)
(23.69)
(B) No. of Equity Share outstanding during the year.
150,000
150,000
(C) Face Value of each Equity Share (Rs.)
10.00
10.00
(D) Basic & Diluted earning per Share (Rs. in Lacs)
(25.09)
(15.79)
Particulars
15 EARNING PER SHARE
2021-22
2020-21
(A) Profit attributable to Equity Shareholders (Rs. in Lacs)
(37.63)
(23.69)
(B) No. of Equity Share outstanding during the year.
150,000
150,000
(C) Face Value of each Equity Share (Rs.)
10.00
10.00
(D) Basic & Diluted earning per Share (Rs. in Lacs)
(25.09)
(15.79)
Particulars
15 EARNING PER SHARE
2021-22
2020-21
(A) Profit attributable to Equity Shareholders (Rs. in Lacs)
(37.63)
(23.69)
(B) No. of Equity Share outstanding during the year.
150,000
150,000
(C) Face Value of each Equity Share (Rs.)
10.00
10.00
(D) Basic & Diluted earning per Share (Rs. in Lacs)
(25.09)
(15.79)
Particulars
2021-22 2020-21
(37.63)
150,000
10.00
(25.09)
(23.69)
150,000
10.00
(15.79)

16 Financial risk management

The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of

these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include

loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

Considering the state of affairs of the company, the Company is exposed to liquidity risk. The Company’s senior

management oversees the management of these risks.

A Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities – trade payables and other financial liabilities.

Liquidity risk management

The Company’s Senior Management is responsible for liquidity and funding as well as settlement management. In

addition, processes and policies related to such risks are overseen by senior management.

Maturities of non – derivative financial liabilities (Rs. in Lacs)

As at 31 March 2022

Maturities of non – derivative financial liabilities
(Rs. in Lacs)
Maturities of non – derivative financial liabilities
(Rs. in Lacs)
Maturities of non – derivative financial liabilities
(Rs. in Lacs)
Maturities of non – derivative financial liabilities
(Rs. in Lacs)
Maturities of non – derivative financial liabilities
(Rs. in Lacs)
As at 31 March 2022
Particulars Upto 1
Year
Between 1 and 3
Years
Beyond
3 Years
Total
Financial Liabilities - Non-Current
Borrowings
Financial Liabilities - Current
Trade payables
Other Financial Liabilities
-
10.13
21.54
-
-
-
359.79
-
-
359.79
10.13
21.54
Total 31.67 - 359.79 391.46
As at 31 March 2021
Particulars Upto 1
Year
Between 1 and 3
Years
Beyond
3 Years
Total
Financial Liabilities - Non-Current
Borrowings
Financial Liabilities - Current
Trade payables
Other Financial Liabilities
-
9.11
16.12
-
-
-
328.47
-
-
328.47
9.11
16.12
Total 25.23 - 328.47 353.70

79

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

17 FAIR VALUE MEASUREMENT

Financial instruments by category

Financial instruments by category
Particulars
As at March 31, 2022 As at March 31, 2021
FVTPL
Amortised
Cost
FVTPL Amortised
Cost
Financial assets
Cash and cash equivalents
Bank balances other than Cash and cash equivalents
Other Receivable
-
-
-
0.27
0.29
0.08
-
-
-
0.21
0.29
0.05
Total financial assets - 0.64 - 0.55
Financial liabilities
Borrowings
Trade Payables
Other Payables
359.79
-
-
-
10.13
21.54
328.47
-
-
-
9.11
16.12
Total financial liabilities 359.79 31.67 328.47 25.23

18 Related Party Disclosures:

a) Name of the related party and description of relationship.








Sr. No. Related Parties Nature of Relationship
1
2
3
4
5
6
7
Mrs. Shamika Kadam
(Resigned as Managing Director on 11.02.2021)
Mrs. Kalpana Morakhia
(Appointed as Managing Director on 11.02.2021)
Mr. Umesh Bhise (CFO)
Ms. Vishakha Poladia (Company Secretary)
(Resigned on 17.09.2020 & Re-Appointed on 16.03.2021)
Mr. Shripal Morakhia - Director
Mr. Rupesh Mohite - Director
AHA Holdings Pvt Ltd
Key Management Personnel
Key Management Personnel
Key Management Personnel
Key Management Personnel
Key Management Personnel
Key Management Personnel
Holding Company
  • b) Details of Transactions during the year with related parties.





Sr. No. Sr. No. Related Parties Related Parties Nature of Transactions during the year Nature of Transactions during the year 2021-22
(Rs. in Lacs)
2020-21
(Rs. in Lacs)
1 AHA Holdings Pvt Ltd Loans Taken
Interest Expenses
31.31
28.47
35.01
12.93
c) Balances at end of the year with related parties.
(Rs. in Lacs)
Sr.
No.
Related Parties
Nature of Transactions
during theyear
As at
March 31, 2022
As at
March 31, 2021
1 AHA Holdings Pvt Ltd Loans Repayable 359.79 328.47

80

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

  • 19 The group has accumulated losses as on the Balance Sheet date amounting Rs. 406.12 Lacs (Previous Year -Rs. 368.49

Lacs against the paid up capital of Rs. 15 lacs. In view of the Management, the Group's accounts are prepared on going

  • concern basis considering the fact that its ultimate holding company will provide continuous financial support.

20 The management assessed that Cash and Cash equivalents, loans, other balances with Banks, trade receivables, trade payables and other current liabilities/assets approximate their carrying amounts largely due to the short-term maturities of these instruments.

21 Additional Information as required to Consolidated Financial Statements to Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary.

(Rs. in Lacs)







Particulars Net Assets Net Assets Share of Profit or Loss Share of Profit or Loss
% of
Consolidated
Net Assets
Rupees
in Lacs
% of
Profit / (Loss)
including OCI
Rupees
in Lacs
Idream Film Infrastructure Company Limited
Subsidiary Company
AHA Parks Limited
Total
Adjustments arising out of Consolidation
MinorityInterest
60.46%
39.54%
100%
(390.39)
(255.26)
(645.65)
254.53
-
96.90%
3.10%
100%
(37.79)
(1.21)
(39.00)
1.37
-
Total (391.12) (37.63)

22 The group has assessed the possible effects that may result from the COVID-19 pandemic on the carrying amounts of

other assets / liabilities. Based on the current indicators of economic conditions, the group expects to recover the

carrying amount of all its assets. The Management has also assessed and concluded that no material uncertainty exists,

which raises a doubt on the group’s ability to continue as a going concern in the near future. The actual impact of the

  • COVID-19 pandemic may be different from that estimated as at the date of approval of these financial statements and

  • the group will continue to closely monitor any material changes to the economic conditions in the future.

23 Ratios:

The Following are applicable analytical ratios for the year ended 31 March, 2022 and 31 March, 2021:

Particulars Refer note
for Variances
2021-22 2020-21 Variances(%)
(i) Current Ratio =(Current Assets/Current Liabilities)
(Times)
(ii) Debt – Equity Ratio =(Total Debt (a) /Shareholder’s
Equity) (Times)
(iii) Debt Service Coverage Ratio= (Earnings aviable for
debt service(b)/ Debt Service(c)) (Times)
(iv) Return on Equity (ROE) = (Net Profits after taxes/
Average Shareholder’s Equity) (%)
(v) Trade payables turnover ratio =(Purchases of services
and other expenses/Average Trade Payables) (Times)
(vi) Net profit ratio= (Net Profit/Total Income)
(vii) Return on capital employed (ROCE) = (Earning
before interest and taxes/Effective Capital
Employed (d))
1
2

2
3
0.02
(0.92)
(36.63)
0.10%
1.03
(48.25)
(38.54)
0.02
(0.93)
(22.69)
0.07%
1.33
(1,184.58)
(24.21)
-9.47%
-1.01%
61.43%
41.93%
-22.55%
-95.93%
59.20%

Notes:

  1. Increase in debt during the year.

  2. Increase in loss during the year.

  3. Increase in finance cost during the year.

81

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as Softbpo Global Services Limited)

24 Benami Property

No proceeding has been initiated or pending against the group for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder

25 Relationship with Struck off Companies

The Company has no transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

26 Registration of charges or satisfaction with Registrar of Companies

The Company has no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.

  • 27 Previous year figures have been regrouped and rearranged wherever considered necessary to make them comparable with

those of the current year.

For M L Bhuwania And Co. LLP

Chartered Accountants FRN: 101484W/W100197

Vijay Kumar Jain

For and on behalf of the Board of Directors of

Kalpana Morakhia Rahul Kate Managing Director Director DIN: 00336451 DIN: 08099915

Partner

Membership No: 108374 Place: Mumbai Date: 30th May, 2022

Umesh Bhise Vishakha Poladia Chief Financial Officer Company Secretary

82

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

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( Formerly SoftBPO Global Services Limited )
Registered Office: Flat No. B-4501 & B-4601, Lodha Bellissimo, Lodha Pavillion,
Apollo Mill Compound, Mahalaxmi, Mumbai 400 011.
Tel.: 022 6740 0900 Fax: 022 6740 0988
Email: [email protected] Website: www.idreamfilminfra.com
CIN : L51900MH1981PLC025354
FORM NO. MGT- 11
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the Member(s):
Registered Address:
Email ID:
DP ID / Client Id / Folio No.:
I/ We being the member(s) of shares of the above named Company hereby appoint:
1. Name:
Address:
E-mail Id: Signature or failing him/her
2. Name:
Address:
E-mail Id: Signature: or failing him/her
3. Name:
Address:
E-mail Id: Signature: or failing him/her.
as my / our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the 41st Annual General Meeting of IDream Film
Infrastructure Company Limited to be held on Thursday, 29th September, 2022 at Unit No. 404, New Udyog Mandir No. 2, Mogul Lane,
Mahim (West), Mumbai - 400 016 at 12:00 Noon and at any adjournment thereof in respect of resolutions, as indicated below:
Resolution Resolution Type of I/We assent I/we dissent
No. resolution to the to the
Ordinary / resolution resolution
Special (For) * (For)
Ordinary Business
1. Adoption of the Audited Standalone & Consolidated Financial Statements Ordinary
of the Company for the year ended 31st March, 2022 together with the
Reports of the Board of Directors and Auditors thereon.
2. To appoint M/s.kanuDoshi Associates LLP, Chartered Accountants (Firm Ordinary
Registration No. 104746W/W100096), as the Statutory Auditors of the
Company for a period of 5 years, to hold office from the conclusion of this
Annual General Meeting until conclusion of the Forty Sixth Annual General
Meeting and to authorize the Board of Directors to fix their remuneration
Special Business
3. To appoint Mrs. KalpanaShripalMorakhia (DIN: 00336451) as the Ordinary
Managing Director of the Company for a period of five (5) years from
29th September, 2021 to 29thSeptember, 2026
Signed this day of September, 2022.
AFFIX
Signature of shareholder(s): RE.1
REVENUE
STAMP
Signature of Proxy holder(s) :
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Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not

  • less than 48 hours before the commencement of the Meeting.

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2. For the resolutions, explanatory statement and notes, please refer to the notice of the 41 Annual General Meeting.

3. A Proxy need not be a member of the Company.

4. A person can act as a proxy on behalf of the members not exceeding 50 and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights.

5. A member holding more than 10% of the total share capital carrying voting rights may appoint a single person as Proxy and such person shall not act as proxy for any other member.

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall be accepted to the exclusion to the vote of the other joint holders. Seniority shall be determined by the order in which the name stands in the register of members.

7. The proxy may vote for or against the agenda items specified in the Notice of Annual General Meeting.

  • 8 * This is optional. Please put a tick mark ( ) in appropriate column against the resolution indicated above. In case a member wishes his/her vote to be used differently, he/she should indicate the number of shares under the columns 'For', 'Against'. In case

  • the member leaves the column(s) blank, the proxy will be entitled to vote in the manner he/ she thinks appropriate

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

( Formerly SoftBPO Global Services Limited )

Registered Office: Flat No. B-4501 & B-4601, Lodha Bellissimo, Lodha Pavillion, Apollo Mill Compound, Mahalaxmi, Mumbai 400 011.

Tel.: 022 6740 0900 Fax: 022 6740 0988 Email: [email protected] Website: www.idreamfilminfra.com CIN : L51900MH1981PLC025354

BALLOT FORM [Pursuant to Section 109(5) of the Companies Act, 2013 and Rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

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st
th
41 Annual General Meeting ('AGM') – Thursday, 29 September, 2022
(To be returned to Scrutinizer appointed by the Company)
st
th
41 Annual General Meeting ('AGM') – Thursday, 29 September, 2022
(To be returned to Scrutinizer appointed by the Company)
Name of the First named Shareholder (in block letters)
Registered postal address of the first named Shareholder
(In block letters)
Name(s) of the Joint Holder(s)
Registered Folio No. / DP Id Client Id (Applicable to investors
holding shares in dematerialized form)
No. of shares held and class of shares
I/We hereby exercise my/our vote in respect of the resolution(s) enumerated below and more clearly specified in the Notice of the Company
st
to be passed at the 41 AGM of the Company, for the businesses stated in the said Notice by conveying my/ our assent or dissent to the said
resolutions in the relevant box below:
Item
No.
Resolution Type of
resolution
Ordinary /
Special
Type of
resolution
Ordinary /
Special
I/We assent
to the
resolution
(For)
I/we dissent
to the
resolution
(Against)
I/we abstain
to vote on
the resolution
(Abstain)
Ordinary Business
1. Adoption of the Audited Standalone and Consolidated
Financial Statements of the Company for the year ended
st
31 March, 2022 together with the Reports of the Board of
Directors and Auditors thereon.
Ordinary
2. To appoint M/s. Kanu Doshi Associates LLP, Chartered
Accountants (Firm Registration No. 104746W/W100096),
as the Statutory Auditors of the Company for a period of
5 years, to hold office from the conclusion of this Annual
General Meeting until conclusion of the Forty Sixth Annual
General Meeting and to authorize the Board of Directors to
fix their remuneration:
Ordinary
Special Business
3. To appoint Mrs. Kalpana Shripal Morakhia (DIN: 00336451)
as the Managing Director of the Company for a period of five
(5) years from 29th September, 2021 to 29th September,
2026
Ordinary
Place: Mumbai
Date:
Email:
Signature of Member / Beneficial Owner
Tel No~~:~~

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

(Formerly SoftBPO Global services Limited)

Registered Office: Flat No. B-4501 & B-4601, Lodha Bellissimo, Lodha Pavillion, Apollo Mill Compound, Mahalaxmi, Mumbai 400 011.

Tel.: 022 6740 0900 Fax: 022 6740 0988

Email: [email protected] Website: www.idreamfilminfra.com CIN : L51900MH1981PLC025354

ENTRANCE PASS / ATTENDANCE SLIP (To be presented at the entrance)

41ST ANNUAL GENERAL MEETING ON THURSDAY, 29TH SEPTEMBER, 2022 AT UNIT NO. 404, NEW UDYOG MANDIR No. 2, MOGUL LANE, MAHIM (WEST), MUMBAI - 400 016 at 12:00 Noon

I/We certify that I am a member/proxy for the member of the Company.

I/We hereby record my/our presence at the 41st Annual General Meeting of the Company held on Thursday, 29th September, 2022 at Unit No. 404, New Udyog Mandir No. 2, Mogul Lane, Mahim (West), Mumbai - 400 016 at 12:00 noon and / or any adjournment thereof.

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Name: Regd. Folio. No.: No. of Shares held: DP. ID. No.: Client ID. No.: Name of Proxy/Representative, if any: Signature of the Shareholder(s)/ Proxy/ Representative:

Note:

  1. Member/ Proxy attending the Meeting must fill-in this Attendance Slip and hand it over at the entrance of the venue of this Meeting. Members/ proxy are requested to bring a copy of the Annual Report at the meeting.

  2. Bodies Corporate, whether a Company or not, who are members, may attend through their authorised representatives appointed under Section 113 of the Companies Act, 2013. A copy of authorisation should be deposited with the Company.

IDREAM FILM INFRASTRUCTURE COMPANY LIMITED

Route Map - 41 AGMst

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IDream Film Infrastructure Company Limited

Flat No. B-4501 & B-4601, Lodha Bellissimo, Lodha Pavillion, Apollo Mill Compound, Mahalaxmi, Mumbai 400 011.