To
The Members,
Shradha AI Technologies Limited
(Formerly known as Shradha Industries Limited)
Your Directors have immense pleasure in presenting the Thirty-Fifth
(35th) Annual Report of your Company together with the Audited Financial Statements for
the financial year 2023-2024 ended 31st March, 2024.
1. FINANCIAL PERFORMANCE :
a. FINANCIAL SUMMARY AND HIGHLIGHTS:-
Key highlights of the financial results of your Company prepared as per
the Indian Accounting Standards ("Ind AS") for the financial year ended March
31,2024 are as under:
(Amount in Lakhs)
| Particulars |
Current Financial Year 2023-2024 |
Previous Financial Year 2022-2023 |
| Revenue from Operation |
1727.41 |
520.44 |
| Other Income |
149.97 |
120.30 |
| Profit/loss before Depreciation, Finance
Costs, Exceptional items and Tax Expense |
872.23 |
106.57 |
| Less: Depreciation/ Amortisation/ Impairment |
5.86 |
0.03 |
| Profit /loss before Finance Costs,
Exceptional items and Tax Expense |
866.37 |
106.54 |
| Less: Finance Costs |
3.44 |
0.00 |
| Profit / Loss before Exceptional items and
Tax Expense |
862.93 |
106.54 |
| Add/(less): Exceptional items |
-- |
-- |
| Profit before Tax (PBT) |
862.93 |
106.54 |
| Less: Tax Expense (Current & Deferred) |
223.78 |
35.53 |
| Profit after Tax (PAT) (1) |
639.15 |
71.01 |
| Other Comprehensive Income/loss (2) |
956.81 |
305.82 |
| Total Comprehensive Income (1+2) |
1595.96 |
376.84 |
| Earning Per Share (in Rs.) |
2.70 |
1.86 |
The financial performance of the Company for the
year 2023-2024 ended on 31st March, 2024 is summarized below (Rs. In lacs):
• During the current financial year 2023-2024 ended 31st March
2024, the Company's total Revenue from operation is Rs. 1727.41 /- as against Rs. 520.44/-
in the corresponding previous financial year 2022-2023 ended 31st March 2023.
• Income from other sources is Rs. 149.97/- as against Rs.
120.30/- in the corresponding Previous financial year 20222023 ended 31st March 2023.
• The Profit after tax (PAT) for the financial year 2023-2024
ended 31st March 2024 is Rs. 639.15/- as against Profit of
Rs. 71.01 /- of the corresponding previous financial year 2022-2023
ended 31st March 2023.
• The Total Comprehensive Income for the financial year 2023-2024
ended 31st March 2024 is Rs. 1595.96/- as against Total Comprehensive Income of Rs.
376.84/- of the corresponding previous financial year 2022-2023 ended 31st March 2023.
• Earnings per share as on 31st March 2024 is Rs. 2.70/- vis a vis
Rs. 1.86 /- as on 31st March 2023.
b. TRANSFER TO RESERVES:-
As per financials, the net movement in the Reserves of the Company as
at 31st March 2024 (Financial year 2023-2024):
| Particulars |
Financial Year 2023-2024 |
Financial Year 2022-2023 |
|
Amount in Lacs |
|
| 1 Securities Premium Reserve |
624.50 |
624.50 |
| 2 Capital Redemption Reserve |
2.00 |
2.00 |
| 3 General Reserve |
213.03 |
213.03 |
| 4 Investment Revaluation Reserve |
1919.85 |
1091.96 |
| 5 Surplus in Statement of Profit and Loss |
1607.20 |
991.52 |
| Tota Reserves and Surplus |
4366.57 |
2923.00 |
The Members are advised to refer the Note No. 17 as given in the
financial statements which forms the part of the Annual Report for detailed information.
c. DIVIDEND:-
During the Financial Year 2023-2024 under review, the Board of
Directors of your Company has at its Meeting held on 02nd November 2023 declared an
Interim Dividend @ 10% i.e. RS. 0.50/- Paisa (Fifty Paisa Only) per Equity Share of face
value of Rs. 05/- each fully paid-up for the current financial year 2023-2024 ended 31st
March 2024 which was paid to the members, whose names appeared on the Register of Members
of the Company on 17th November 2023;. The Gross interim dividend payout, was Rs. 121.91
Lakhs.
Your Directors recommended a final dividend @ 15% i.e. Rs. 0.75 Paisa/-
(Seventy five paisa Only) per Equity Share of face value of Rs.05/- each to be
appropriated from the profits of the year 2023-2024 subject to the approval of the
shareholders (members) at the ensuing Thirty Fifth (35th) Annual General Meeting and will
be paid to those members whose names appear on the Register of Members on Friday, 05th
July 2024 ("Record Date"). Our Company has formal dividend distribution policy
and the said dividend pay-out is in compliance with the applicable Secretarial Standard -3
(SS-3) on Dividend issued by the Institute of Company Secretaries of India and the Policy
can be accessed at: https://shradhaaitechnologies.com/investor-info
d. CHANGES IN CAPITAL AND DEBT STRUCTURE :
During the financial year 2023-2024 under review, the Company has made
changes in the capital structure of the Company. The members of the Company in their
Extra-Ordinary General Meeting held on 09th September 2023, approved the Sub-division of
Share Capital of the Company, accordingly, the Share Capital of the Company, was
sub-divided from One [01] Equity Share of face value of Rs.10/- (Ten) each fully paid up
into Two [02] Equity Shares of face value of Rs.5/- (Five) each fully paid up. The revised
capital Structure of the Company is as follows:-
| Particulars |
31st March 2024 |
31st March 2023 |
| Authorised Share Capital For FY 2023-24:
2.46.80.000 Equity Shares of Rs. 05/- each and
1.60.000 Preference Shares of Rs. 10/- each |
12,50,00,000 |
12,50,00,000 |
| For FY 2022-23: |
|
|
| 1.23.40.000 Equity Shares of Rs. 10/- each
and
1.60.000 Preference Shares of Rs. 10/- each |
|
|
| Issued, Subscribed and Paid-Up Share Capital |
|
|
| For FY 2023-24: |
|
|
| 2,43,80,968 Equity Shares of Rs. 05/- each |
12,19,04,840 |
12,19,04,840 |
| For FY 2022-23: |
|
|
| 1,21,90,484 Equity Shares of Rs. 10/- each |
|
|
i. Disclosure Under Section 43(A)(ii) Of The
Companies Act, 2013 :-
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule
4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is included in the report.
ii. Disclosure Under Section 54(1)(D) Of The Companies Act, 2013 :-
The Company has not issued any sweat equity shares during the year
under review and hence the provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.
iii. Disclosure Under Section 62(1)(B) Of The Companies Act, 2013 :-
The Company does not have any Employees Stock Option Scheme and hence
the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014 are not applicable.
iv. 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 Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014.
v. Transfer To Investor Education And Protection Fund (IEPF) :
Pursuant to the provisions of Sections 124, 125 and other applicable
provisions, if any, of the Act, read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (hereinafter referred to
as 'IEPF Rules'), all the unpaid and unclaimed dividends are required to be transferred by
the Company to the Investor Education and Protection Fund ('the IEPF') established by the
Government of India, after the completion of Seven Years.
However, there was no amount liable or due to be transferred to
Investor Education and Protection Fund during the financial year 2023-2024 ended 31st
March 2024.
• CHANGES IN DEBT STRUCTURE :-
Debentures / Bonds / Warrants or Any Non-Convertible Securities:
During the year under review, the Company has not issued any
debentures, bonds, warrants or any non-convertible securities. As on date, the Company
does not have any outstanding debentures, bonds warrants or any nonconvertible securities.
• CREDIT RATING OF SECURITIES :
During the financial year 2023-2024 under review the Company has not
taken or issued any unsupported bank borrowings or plain vanilla bonds or any debt
instruments and neither has obtained any credit rating from credit rating agencies.
e. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS :
Reference may be made to Note No. 12 of the Financial Statements for
loans to Bodies Corporate. As regards details of Investments in Bodies Corporate are given
in Note No. 5 of the Standalone Financial Statements.
f. DETAILS OF DEPOSITS :
During the financial year 2023-2024 ended 31st March 2024 under review,
the Company has neither invited nor accepted any public deposits within the meaning of
Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 (as amended). As such, no specific details prescribed in Rule 8(1)
of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.
2. BUSINESS AND OPERATIONS:
i. State Of The Company's Affairs :-
In the financial year 2023-24, Shradha AI Technologies Limited embarked
on a new chapter in its growth trajectory with our successful direct listing on the Main
Board of BSE. This strategic move has not only enhanced our visibility in the marketplace
but also strengthened our capital base, enabling us to further our expansion and innovate
within our core business segments.
Segment 1- Wholesale Trading of Hardware
Our hardware trading segment has continued to show robust performance
this year. We have successfully expanded our product range and penetrated new geographic
markets. Key partnerships with reliable suppliers have been instrumental in ensuring
product quality and consistency, vital for customer satisfaction and retention. Despite
volatile market conditions, we have managed to sustain a steady growth in sales volume,
attributed to our dynamic pricing strategy and exceptional service delivery.
Segment 2- Development and Maintenance of Software
The software segment has been pivotal in our transformation towards
integrating more technology-driven solutions across our operations. Our focus has been on
developing customized solutions for small to medium enterprises (SMEs), a niche that
presents considerable growth opportunities. Our maintenance and customer support services
have also expanded, driven by our commitment to ensuring high client satisfaction and
retention rates. The development team has been strengthened with the addition of skilled
personnel, aimed at boosting our innovation capabilities and speeding up the deployment of
new software updates and features. Discussion on state of Company's affairs has been
covered in the Management Discussion and Analysis Report.
ii. Change In The Nature Of Business :-
There is no change in the nature of business during the financial year
2023-24.
iii. Material Changes And Commitments, If Any, Affecting The Financial
Position Of The Company Having Occurred Since The End Of The Year And Till The Date Of The
Report :-
There have been no material changes and commitments, since the closure
of the Financial Year ended 31st
March 2024 up to the date of this Report that would affect your
Company's financial position.
iv. Details Of Revision Of Financial Statement Or The Board's Report:-
There is no occasion whereby the Company has either revised or required
to revise the Financial Statements or the Board's Report of the Company in respect of any
of the three preceding financial years either voluntarily or pursuant to the order of any
judicial authority. As such, no specific details are required to be given or provided.
3. GOVERNANCE AND ETHICS :
• Corporate Governance:
Your Company embeds sound Corporate Governance practices and constantly
strives to adopt emerging best practices. It has always been the Company's endeavour to
excel through better Corporate Governance and fair and transparent practices. A Report on
Corporate Governance forms part of this Report.
A Certificate from CS Riddhita Agrawal, Practicing Company Secretary,
conforming compliance to the conditions of Corporate Governance as stipulated under
Regulation 27 and 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is annexed to this Report.
• Board's Composition and Independence
The Board of the Company is duly constituted. None of the directors of
the Company is disqualified under the provisions of the Act or the Listing Regulations.
The Board of Directors of your Company comprises of Six (6) Directors out of which One (1)
is Executive Director, One (1) Non-Executive and Non-Independent Director and Four (4) are
Non-Executive and Independent Directors as on 31st March, 2024.
The Board at its meeting held on 13th October, 2023 had appointed Mr.
Vineet Ladhania (DIN: 08113413) as an Additional Director in the category of Independent
Director of the Company with effect from 13th October, 2023 upon recommendation of the
Nomination and Remuneration Committee. Further, the shareholders of the Company had
approved the appointment of Mr. Vineet Ladhania (DIN: 08113413) as an Independent Director
at the extra Ordinary General Meeting held on 06th November 2023.
The Shareholders of the Company had approved the re-appointment of Mr.
Ajay Kumar Gandhi (DIN: 09516767) as an Independent Director for the second term of
consecutive One (01) year, i. e from the conclusion of 07th November 2023 up to 06th
November, 2024 and reappointment of Ms. Anjana Tolani (DIN: 09794298) as an Independent
Director for the second term consecutive One (01) year, i. .e from the conclusion of 18th
November 2023 up to 17th November, 2024.
During the FY 2023-24, Mr. Swapnil Shivkumar Agrawal (DIN: 01709908),
ceased to be an Independent Director of the Company w.e.f 06th November, 2023 upon
completion of his tenure.
In accordance with the provisions of the Act and Articles of
Association of the Company, Mrs. Archana Bhole (DIN: 06737829), Non-Executive, Non
Independent Director, retires by rotation and being eligible, offers herself for
reappointment at the ensuing AGM. Her appointment is placed for approval of the members
and forms part of the notice of the 35th AGM. The information about the Director seeking
re-appointment as per Secretarial Standards on General Meetings and Regulation 36(3) of
the Listing Regulations has been given in the notice convening the 35th AGM.
The changes in the composition in the Board of the Company briefly
explained in the Corporate Governance Report of the Company. The present composition of
the Board of Directors and Key Managerial Personnel is as follows:
The present composition of the Board of Directors and Key Managerial
Personnel is as follows:
| 1 Mr. Sunil Raisoni (DIN 00162965) |
: Managing Director |
| 2 Mrs. Archana Pankaj Bhole (DIN 06737829) |
: Director (Non-Executive, Non-Independent) |
| 3 Ms. Anjana Tolani (DIN 09794298) |
: Director (Non-Executive, Independent) |
| 4 Mr. Kalpesh Bafna (DIN 07484027) |
: Director (Non-Executive, Independent) |
| 5 Mr. Ajay Kumar Gandhi (DIN 09516767) |
: Director (Non-Executive, Independent) |
| 6 Mr Vineet Ladhania (DIN: 08113413) |
: Director (Non-Executive, Independent) |
| 7 Mr. Pritam Raisoni |
: Chief Financial Officer (CFO) |
| 8 Ms. Harsha Bandhekar
(ICSI Membership No. ACS 54849) |
: Company Secretary & Compliance Officer |
• Disqualifications of Directors:-
During the financial year 2023-2024 under review, the Directors of the
Company have made necessary disclosures, as required under various provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and accordingly the Company has received Form DIR-8 from all Directors
as required under the provisions of Section 164(2) of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the
same. The Company in conformity of compliance with the conditions as stipulated under
Listing Regulations and Non-disqualification of Directors has obtain a certificate from CS
Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 &
Certificate of Practice No. 12917), that none of the Directors of your Company is
disqualified and is annexed to the Corporate Governance Report of the Company.
• Independent Directors:-
During the year under review, pursuant to the recommendation of the
Nomination and Remuneration Committee, the Board approved appointment of Mr Vineet
Ladhania (DIN: 08113413) w.e.f. 13th October 2023 and re-appointment of Mr. Ajay Kumar
Gandhi (DIN 09516767) and Ms. Anjana Tolani (DIN 09794298) for a period of One (01) year
w.e.f. 07th November 2023 and 18th November 2023 respectively. Mr. Swapnil Shivkumar
Agrawal, (DIN - 01709908) ceased to be as an Independent Director of the Company due to
expiration of his term.
Further, the said appointments/ re-appointments was approved by
shareholders of the Company vide special resolutions at an extra ordinary general meeting
of the Company which was held on dated 06th November 2023.
• Declaration By Independent Directors And Statement On Compliance
Of Code Of Conduct:-
The Company has received declarations from the Independent Directors of
the Company, to the effect that they
(i) meets the criteria of independence as provided in Section 149(6) of
the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (as amended) ["Listing Regulations"] and also,
duly complied with Code of Conduct prescribed in Schedule IV to the Act; (ii) was or is
not disqualified from being appointed and/or continued to act, as a Director of the
Company in terms of the provisions of Section 164 of the Companies Act, 2013; and (iii)
was or is not debarred from holding the office of a Director pursuant to any order of the
SEBI or such other authority.
The Board has laid down a Code of Conduct and Ethics for the Board
Members and Senior Management Personnel of the Company. All Board Members and Senior
Management Personnel have affirmed compliance with the Code of Conduct for financial year
2023-2024.
• Board Meetings:-
During the Financial Year 2023-2024, the Board of Directors met Nine
(9) times i.e., on (1) 15th April 2023, (2) 15th May 2023, (3) 24th July 2023, (4) 11th
August 2023, (5) 21st August 2023 (6) 11th September 2023 (7) 13th October 2023 (8) 02nd
November 2023 and (9) 24th January 2024. The maximum gap between any two consecutive
meetings was less than one hundred and twenty days, as stipulated under Section 173(1) of
the Act, and Regulation 17(2) of the Listing Regulations and the Secretarial Standard by
the Institute of Company Secretaries of India. The details of which are given in the
Corporate Governance Report.
• Committees of the Board:-
The Board has in place the Committee(s) as mandated under the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There are currently three Committees of the Board,
namely:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders' Relationship Committee
4) Corporate Social Responsibility Committee
Details of terms of reference of the Committees, Committee membership
changes, and attendance of Directors at meetings of the Committees are provided in the
Corporate Governance report, which forms part and parcel of this Report. In addition, the
Board constitutes other committees to perform specific roles and responsibilities as may
be specified by the Board from time to time.
• Company's Policy On Director's Appointment And Remuneration :-
In terms of Section 178 of the Act and Regulation 19 of the Listing
Regulations, the Board of your Company, on recommendation of the Nomination and
Remuneration Committee ('NRC'), had adopted a "Remuneration Policy for Directors, Key
Managerial Personal ('KMP') and other employees" ('Remuneration Policy').
The Company's Remuneration Policy is directed towards designing
remuneration so as to attract, retain, and reward talent who will contribute to long term
success of the Company and build value for its shareholders. The said policies are made
available on the Company's website, which can be accessed using the link
https://shradhaaitechnologies.com/investor-info.
• Board Evaluation :-
Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with its Nomination and Remuneration Committee,
has formulated a framework containing, inter alia, the criteria for performance evaluation
of the entire Board of the Company, its Committees and individual directors, including
Independent Directors. The framework is monitored, reviewed and updated by the Board, in
consultation with the Nomination and Remuneration Committee, in accordance with the
compliance requirements.
Evaluation of Directors was based on criteria such as participation and
contribution in Board and Committee meetings, representation of shareholder interest and
enhancing shareholder value, experience and expertise to provide feedback, and guidance to
top management on business strategy, governance, risk and understanding of the
organization's strategy, etc.
6.9 REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES:-
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
a) The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year :
| Name of Director |
Designation |
Ratio to Median Remuneration |
| Mr. Sunil Raisoni |
Managing Director |
5.75:1 |
b) The percentage increase in remuneration of each director, Chief
Financial Officer, Company Secretary in the financial year :
| Name of the Directors & KMPs other than
Directors |
Designation |
% Increase in remuneration in the financial
year 2023-2024 |
| Mr. Sunil Raisoni |
Managing Director |
No change |
| Mr. Pritam Raisoni |
Chief Financial Officer |
NA |
| Ms. Harsha Bandhekar |
Company Secretary |
25.03% |
c) In the financial year 2023-24, there was an increase of 5.54% in the
median remuneration of employees.
d) The number of permanent employees on the rolls of Company as on 31st
March 2024:- 84.
e) Affirmation: Remuneration paid to Director/s, Key Managerial
Personnel (KMP) and Employees of the Company is as per the remuneration policy of the
Company.
• Remuneration Received By Managing / Whole Time Director From
Holding Or Subsidiary Company :-
The Company does not have any Holding Company or subsidiary Company
within the meaning of Section 2(46) and Section 2(87) respectively of the Companies Act
2013 and therefore the disclosure under the provisions of Section 197(14) of the Companies
Act 2013 read with the rules made there under, towards payment of any commission or
remuneration from Holding or Subsidiary Company is not applicable.
• Directors' Responsibility Statement :-
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the Annual Accounts (Financial Statements),
the applicable Accounting Standards had been followed along with proper explanation,
relating to material departures;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profits of the Company for that financial year;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) the Directors had prepared the Annual Accounts (Financial
Statements) on going concern basis;
(v) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls were adequate and
operating effectively; and
(vi) the Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and regulations and that such systems were adequate
and operating effectively.
• Related Parties Transaction:
During the year, the Company had entered into
contract/arrangement/transaction with related parties which were on arms' length basis.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is enclosed as "Annex - A" to this Report.
Systems are in place for obtaining prior omnibus approval of the Audit & Risk
Management Committee on an annual basis for transactions with related parties which are of
a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus
approval so granted and a statement giving details of all transactions with related
parties are placed before the Audit Committee for their review on a periodic basis. The
Company has formulated a policy for dealing with related party transactions which is also
available on website of the Company at https://shradhaaitechnologies.com/.
• Vigil Mechanism / Whistle Blower Policy :
The Company has formulated a comprehensive Whistle Blower Policy in
line with the provisions of Section 177(9) and 177(10) of the Act and Regulation 22 of the
Listing Regulations with a will to enable the stakeholders, including directors,
individual employees to freely communicate their concerns about illegal or unethical
practices and to report genuine concerns to the Audit Committee of the Company. The
Whistle Blower Policy has been placed in the website of the Company at
https://shradhaaitechnologies.com/.
• Risk Management :
The Company is aware of the risks involved in the business. It conducts
regular analysis and takes remedial actions to manage/mitigate the situation. Your Company
has implemented a mechanism for risk management and formulated a Risk Management Policy.
The Company has been consciously following a policy of risk management by diversifying its
products, services, markets and customers. The Risk Management is overseen by the Audit
Committee of the Company on a continuous basis.
4. INTERNAL FINANCIAL CONTROLS AND AUDIT
• Internal Financial Controls :-
Adequate internal financial controls are in place which ensures the
reliability of financial and operational information. The regulatory and statutory
compliances are also ensured. The internal control systems and procedures commensurate
with the size and nature of business. These procedures are designed to ensure:
(a) that all assets and resources are used efficiently and are
adequately protected;
(b) that all the internal policies and statutory guidelines are
complied with; and
(c) the accuracy and timing of financial reports and management
information is maintained.
The Company has appointed Internal Auditors to check and have an
effective internal control and risk- mitigation system, which are assessed and
strengthened with standard operating procedures. The Company has built adequate internal
control systems which aimed at achieving efficiency in operations, optimum utilization of
resources, effective monitoring and compliance with all applicable laws. The Internal
Audit function monitors the effectiveness of controls, and also provides an independent
and objective assessment of the overall governance processes in the Company, including the
application of a systematic risk management framework.
The Audit Committee of the Board reviews the adequacy and effectiveness
of the internal control system and suggests improvement to strengthen the same. There were
no adverse remarks or qualification on accounts of the Company from the Internal Auditors.
• Statutory Auditors And Their Report :-
M/s. Paresh Jairam Tank & Co., Chartered Accountants, (ICAI Firm
Registration No. 139681W), Nagpur has been re-appointed as the Statutory Auditors of the
Company for a second term of five [05] years i.e. from the conclusion of the 33rd Annual
General Meeting up to the conclusion of the 38th Annual General Meeting to be held for the
financial year ending 31st March, 2027. The Company has received the consent from the
Auditors and confirmation to the effect that they are not disqualified to be appointed as
the Auditors of the Company in the terms of the provisions of the Companies Act, 2013 and
the Rules made thereunder.
• Internal Auditors :-
M/S V. K. Surana & Co, Chartered Accountant in Practice (ICAI Firm
Registration No. 110634W), Nagpur has been appointed as Internal Auditors of the Company
for F.Y. 2023-24. Internal Auditors are appointed by the Board of Directors of the Company
on a yearly basis, based on the recommendation of the Audit Committee. The Internal
Auditor reports their findings on the Internal Audit of the Company, to the Audit
Committee on a quarterly basis. The scope of internal audit is approved by the Audit
Committee.
• Secretarial Auditors :-
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors, on the recommendations of the Audit Committee of the Company, has
approved and appointed CS Riddhita Agrawal, Company Secretary in Practice, Mumbai
(Membership No. FCS 10054 & Certificate of Practice No. 12917) as the Secretarial
Auditor of the Company for the financial year 2023-2024 ended 31st March 2024 after
obtaining a certificate of her consent and eligibility to undertake the Secretarial Audit
for the year 2023-2024 ending 31st March, 2024. Further, CS Riddhita Agrawal, Company
Secretary in Practice, Mumbai, (Membership No. FCS 10054 & Certificate of Practice No.
12917) was appointed by the Board of Directors as the Annual Secretarial Compliance
Auditor pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February, 2019 read
with Regulation 24(A) of the Listing Regulations, to conduct Annual Secretarial Compliance
Audit of all applicable SEBI Regulations and circulars/guidelines issued thereunder. The
said Secretarial Compliance report is in addition to the Secretarial Audit Report by
Practicing Company Secretaries under Form MR - 3 and is required to be submitted to Stock
Exchanges within 60 days of the end of the financial year.
• Secretarial Audit Report :
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had
appointed CS Riddhita Agrawal, Company Secretary in Practice, Mumbai, (Membership No. FCS
10054 & Certificate of Practice No. 12917), to undertake the Secretarial Audit of your
Company for the year ended 31st March 2024.
The comments made by the Secretarial Auditors are self-explanatory.
Their report is annexed herewith as an "Annex - B" to this Report.
• Cost Auditors :-
The provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and
Auditor) Rules, 2014 are not applicable for the business activities carried out by the
Company.
• Frauds Reported By Auditor :-
During the Financial year 2023-2024 ended 31st March 2024 under
review:-
(a) there is no fraud occurred, noticed and/or reported by the
Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 (as amended);
(b) the observations made by the Statutory Auditors on the financial
statements including the affairs of the Company are self-explanatory and do not contain
any qualification, reservation, adverse remarks or disclaimer thereof.
As such, no specific information, details or explanations required to
be given or provided by the Board of Directors of the Company.
• Explanations in response to Auditors' Qualifications :
The Audit Report/s submitted by the Statutory Auditors, Secretarial
Auditor and Internal Auditor of the Company, for the financial year 2023-2024 ended 31st
March, 2024 do not contain any qualification or adverse remarks. The observations made by
all the Auditors in their respective Report/s are self-explanatory and as such, do not
call for any further explanations.
5. SOCIAL RESPONSIBILITY AND SUSTAINABILITY
• Corporate Social Responsibility (CSR) :
The Company does not fall under the criteria as prescribed under
Section 135 of the Companies Act, 2013, for making CSR activities, however in view of to
fulfill the social responsibility towards society and as a good corporate governance
practice the Company has continued to undertake the Corporate Social Responsibility (CSR)
activities. The Company has Corporate Social Responsibility (CSR) Committee and statutory
disclosures with respect to CSR Committee and an Annual Report on CSR Activities forms
part of this Board of Director's Report as "Annex-C".
• Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo :
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, for the financial year 2023-2024 ended 31st March,
2024 as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in "Annex - D"
to this report.
6. DISCLOSURES :
• Annual Return :
In terms of the requirements of Section 134(3)(a) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 the copy of the Annual Return in
prescribed format is available on the website of the Company
https://shradhaaitechnologies.com/.
• Subsidiaries, Associates And Joint Ventures:
The Company has no Subsidiary Companies within the meaning of Section
2(87) of the Companies Act, 2013. Also, it has no Associate Companies within the meaning
of Section 2(6) of the Companies Act, 2013. Thus, Report on performance and financial
position of the Subsidiaries, Associates and Joint Ventures is not applicable
• Material Orders Of Judicial Bodies Or Regulators :
During the financial year 2023-2024 under review, no significant and
material orders is passed by any of the
Regulators / Courts / Tribunals which would impact the going concern
status of the Company and its future operations.
• Compliance With Secretarial Standards :
The Company have 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. During
the year under review the Company was in compliance with the Secretarial Standards, i.e.,
SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and
"General Meetings" respectively.
Further, the Company has, to the extent, voluntarily adopted for the
compliance of Secretarial Standard - 4 ('SS- 4') on Report of the Board of Directors for
the financial year 2023-2024 ended 31stMarch 2024.
• Corporate Insolvency Resolution Process Initiated Under The
Insolvency And Bankruptcy Code, 2016 (IBC) :
During the financial year 2023-2024 ended 31st March, 2024 under
review, no such event occurred by which Corporate Insolvency Resolution Process can be
initiated under the Insolvency And Bankruptcy Code, 2016 (IBC). As such, no specific
details are required to be given or provided.
• Details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof:
The above-mentioned clause is not applicable to the Company, as there
were no instances where your Company required the valuation for one time settlement or
while taking the loan from the Banks or Financial institutions.
• Failure To Implement Any Corporate Action :
During the financial year 2023-2024 ended 31stMarch, 2024 under review,
the Company has not failed to implement any corporate action within the specified time
Limit as declared under Section 125 of the Companies Act 2013 and relevant rules made
there under. As such, no specific details are required to be given or provided.
• Industrial Relations, Health And Safety :-
In our ongoing commitment to fostering a robust industrial relations
framework, we have made significant strides in enhancing our engagement with employees at
all levels, ensuring that their voices are heard and valued in our decision-making
processes. Our focus on health and safety remains paramount, particularly as we navigate
the challenges of maintaining a safe workplace in a rapidly changing industrial landscape.
Moving forward, we will continue to invest in training and development programs that
empower our workforce and reinforce our commitment to maintaining an healthy work
environment.
7. ADDITIONAL DISCLOSURES UNDER LISTING
REGULATIONS:
• Statement of Deviation Or Variation
During the year under review the Company have been fully utilized the
funds raised by issue of shares on right basis during the previous financial year 2022-23
for the objects as stated in the Letter of Offer dated 19th January 2023. hence the
provision of Regulation 32(1) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is applicable to the company.
The Company has submitted the statement(s) and report as required under Regulation 32 of
the SEBI LODR Regulation to both the exchanges where the shares of the Company are listed,
namely, Metropolitan Stock Exchange of India (MSEI) and BSE Limited and on timely basis.
• Management Discussion And Analysis Report (MDAR) :-
The Management Discussion and Analysis Report on the operations of the
Company, as required under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided
in a separate section and forms an integral part of this Report.
• Compliance Certificate from Secretarial Auditor regarding
compliance of conditions of Corporate Governance:
A certificate from CS Riddhita Agrawal, Company Secretary in Practice,
Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917 & Peer Review
Certificate No 1838/2002), and Secretarial Auditor of the Company regarding compliance of
conditions of Corporate Governance annexed to the Corporate Governance
Report, which form an integral part of the Board's Report of the
Company.
• No Disqualification Certificate from Company Secretary in
Practice:
A certificate from CS Riddhita Agrawal, Company Secretary in Practice),
Secretarial Auditor of the Company of, certifying that none of the Directors on the Board
of the Company have been debarred or disqualified from being appointed or continuing as
directors of companies by Board / Ministry of Corporate Affairs or any such Statutory
Authority, as stipulated under Regulation 34(3) read with Schedule V of the Listing
Regulations, is attached to this Report
• Suspension Of Trading:
The equity shares of the Company have been listed and actively traded
on the Metropolitan Stock Exchange of India Limited (MSE) effective 13th December, 2017
and on BSE w.e.f. 11th September 2023. There was no occasion wherein the equity shares of
the Company have been suspended for trading during the financial year 2023-2024 ended 31st
March, 2024.
• Payment Of Listing And Depositories Fees :-
The Securities of your company are listed at Metropolitan Stock
Exchange of India Limited (MSEI) w.e.f. 13th December 2017 and BSE w.e.f. 11th September
2023.The Company, has duly paid the requisite annual listing fees for the Financial Year
2023-2024 to the Metropolitan Stock Exchange of India Limited (MSE) and BSE Limited and
there are no arrears. The shares of the Company are compulsorily traded in dematerialized
form and the Company, has also duly paid the requisite annual custodian and other fees for
the Financial Year 20232024, to the National Securities Depository Limited (NSDL) and
Central Depository Service (India) Limited (CDSIL).
8. OTHER MATTERS :-
• Dematerialization of Shares :-
As on 31st March, 2024, 2,39,95,654 Equity Shares of the Company
aggregating to 98.42% of the Issued, Subscribed and Paid-Up Share Capital were held in
dematerialized form through depositories namely National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSIL) and remaining 385314 Equity
Shares of the Company aggregating to 1.58 % of the Issued, Subscribed and Paid-Up Share
Capital were held in Physical.
• Code Of Conduct For Business Principles & Ethics And
Prevention Of Insider Trading And Other Code And Policies Of The Company :-
The Company has adopted the Code of Conduct for Regulating, Monitoring
and Reporting of Trading by Insiders in accordance with the requirement of SEBI
(Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013. The Code of
Conduct is applicable to all Directors and designated persons of the Company who are
expected to have access to unpublished price sensitive information relating to the
Company. The Code of Conduct lays down guidelines, which advises them on procedures to be
followed and disclosures to be made, while dealing with securities of the Company and
cautions them of the consequences of violations.
• Disclosures Pertaining To The Sexual Harassment of Women At The
Workplace (Prevention, Prohibition And Redressal) Act, 2013:
Your Company is committed to create and provide an environment free
from discrimination and harassment including sexual harassment for all its employees. Your
Company has in place Prevention of Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013 which mandates no tolerance against any conduct amounting to
workplace sexual harassment. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the financial year 2023-2024, the Company has not received any
complaint of sexual harassment. The Certificate by the Directors of the Company, to that
effect is enclosed herewith as an "Annex - E" which forms part and parcel of
this report.
ACKNOWLEDGEMENT
Your Director's take this opportunity to express their deep and sincere
gratitude to the customers and investors for their confidence and patronage, as well as to
the vendors, bankers, financial institutions, and business associates, regulatory and
governmental authorities for their co-operation, support and guidance. Your Directors
would like to express a deep sense of appreciation for the support extended by the
Company's unions and commitment shown by the employees in its continued robust performance
on all fronts.
| Sd/- |
Sd/- |
| Sunil Raisoni |
Archana Bhole |
| Managing Director |
Director |
| DIN:00162965 |
DIN:06737829 |
| Address : Plot No. 75, Shivaji Nagar, |
Address : Plot No. 11 Maskey Layout, Santaji |
| Shankar Nagar, S. O, |
Society, Narendra Nagar, Nagpur 440015, |
| Nagpur - 440010 , Maharashtra, India |
Maharashtra, India |
| Place : Nagpur |
| Date : 30th May 2024 |
|