TO
THE MEMBERS OF THE COMPANY
Your Directors feel great pleasure in presenting 04th Annual
Report on the business and operations of the Company together with the Audited Financial
Statements for the year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lakhs except EPS)
S. NO. |
PARTICULARS |
CURRENT YEAR
ENDED 31ST MARCH, 2024 |
PREVIOUS YEAR
ENDED 31ST MARCH, 2023 |
|
|
Standalone |
Consolidated |
Standalone |
Consolidated |
1. |
Total Revenue |
5367.46 |
6904.76 |
2414.23 |
2414.23 |
2. |
Other Income |
18.71 |
24.31 |
- |
- |
3. |
Total Income |
5386.17 |
6929.07 |
2414.23 |
2414.23 |
4. |
Profit before Depreciation
& Amortization |
1909.66 |
2348.62 |
967.46 |
967.46 |
5. |
Expenses, Finance Cost and
Tax Less : Depreciation and Amortization Expenses |
12.69 |
27.03 |
16.65 |
16.65 |
6. |
Finance Cost |
8.25 |
13.64 |
64.24 |
64.24 |
7. |
Profit before Tax |
1888.72 |
2307.95 |
886.57 |
886.57 |
8. |
Less: Provision for Tax |
385.20 |
488.21 |
265.97 |
265.97 |
9. |
Deferred Tax |
- |
(1.28) |
- |
- |
10. |
MAT Credit Entitlement |
- |
- |
- |
- |
11. |
Profit after Tax |
1503.52 |
1821.02 |
620.60 |
620.60 |
12. |
Interim Dividend |
- |
- |
- |
- |
13. |
Profit for the year |
1503.52 |
1821.02 |
620.60 |
620.60 |
14. |
Earnings per share (EPS) |
|
|
|
|
|
Basic |
20.00 |
24.22 |
11.14 |
11.14 |
|
Diluted |
20.00 |
24.22 |
11.14 |
11.14 |
2. REVIEW OF OPERATIONS
During the year under review on Standalone basis, the Company’s
Revenue from Operations stood at Rs. 5367.46 lakhs compared to Rs. 2414.23 lakhs in the
previous year. The Net Profit for the year stood at Rs. 1503.52 Lakhs as against Rs.
620.60 Lakhs reported in the Previous Year.
During the year under review on Consolidated basis, the Company’s
Revenue from Operations stood at Rs. 6904.76 lakhs compared to Rs. 2414.23 lakhs in the
previous year. The Net Profit for the year stood at Rs. 1821.02 Lakhs as against Rs.
620.60 Lakhs reported in the Previous Year.
3. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of
business of the company. However, after end of the Financial Year 2023-24 and before the
date of Board Report, the Company has amended and add additional objects to its business
vide Extra-Ordinary General Meeting held on 02nd May, 2024,.
4. CHANGE OF REGISTERED OFFICE
During the Year under review, There has been no change of registered
office of the company. However, after end of the Financial Year 2023-24 and before the
date of Board Report, the Company has its shifted its registered office from
901-A-Block, Mondeal Square, Nr. Iscon Elegance, S.G. Highway, Prahladnagar,
Ahmedabad-380015 To 1301, Maple Trade Centre, Nr. Surdhara Circle, Sal Hospital
Road, Thaltej, Memnagar, Ahmedabad-380052 w.e.f. 19th May, 2024.
5. CHANGE IN MANAGEMENT
In view of the appointments and resignation of Directors in the
Board of the Company, following is the revised Composition of the Board;
SR |
NAME OF THE |
DESIGNATION |
DIN/PAN |
STATUS |
NO. |
DIRECTORS |
|
|
|
1. |
HETANG ARUNKUMAR SHAH |
Managing Director |
02710970 |
Promoter/ Chairman |
2. |
HETAL CHATURBHAI PATEL |
Non-Executive |
08381794 |
Non- Independent |
3. |
EKTA ANKIT PATEL |
Non-Executive |
09574878 |
Independent Director |
4. |
NISHITA MAYANK SANGHVI |
Non-Executive |
09574964 |
Independent Director |
After end of Financial Year and before date of Board Report, following
is the revised Composition of the Board;
SR |
NAME OF THE |
DESIGNATION |
DIN/PAN |
STATUS |
NO. |
DIRECTORS |
|
|
|
1. |
PRATIK RAMJIBHAI KAKADIA |
Managing Director |
07282179 |
Promoter/ Chairman |
2. |
HETAL CHATURBHAI PATEL |
Non-Executive |
08381794 |
Non- Independent |
3. |
DHARMISHTHA PRASHANT PATEL |
Non-Executive |
10673623 |
Independent Director |
4. |
RITESH SHIVKUMAR MISHRA |
Non-Executive |
10674791 |
Independent Director |
6. ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF
ASSOCIATION
During the Year, the Company has not altered its Memorandum of
Association and Articles of Association. However, after end of the Financial Year and
before the date of Board Report, Pursuant to the Extra-ordinary General Meeting held on 02nd
May 2024, the Company has altered its Memorandum of Association by inserting additional
object of the company.
7. DIVIDEND AND RESERVES
In order to conserve resources and to meet financial requirements to
implement its future plans, your Directors do not propose any dividend for the year under
review.
During the year under review Nil was transferred to General Reserves.
8. SHARE CAPITAL OF THE COMPANY
As on March 31, 2024, the Authorized, Issued, Subscribed and Paid-Up
share capital of the Company was as follows:
Share Capital |
No. of Equity Shares |
Face Value ( ) |
Total Capital (In ) |
Authorized Capital |
1,00,00,000 |
10/- |
10,00,00,000/- |
Issued/Subscribed and Paid
up Capital |
79,96,493 |
10/- |
7,99,64,930/- |
Further, During the year, there was no change in the authorized share
capital of the company, which was Rs. 10,00,00,000/- comprising of 1,00,00,000 Equity
Shares of Rs. 10/- each.
During the Year Company has increased its Paid up Capital in the manner
set forth below:
Initial Public Offer
Date of Allotment |
No of Equity Shares |
Face Value ( ) |
Issue Price ( ) |
Consideration |
07/06/2023 |
24,25,000 |
10/- |
135/- |
Cash Consideration |
Listing of Shares on SME exchange of NSE
Your directors are pleased to inform you that the Company’s
securities have been listed on SME
Exchange of NSE Limited from 12th June, 2023.
The company got its equity shares listed via Initial Public Offer on
SME Exchange of NSE Limited:
The Company made initial Public Offer (IPO) for 24,25,000 Equity Shares
for cash at a price of Rs. 135/- per share including a premium of Rs. 125/- per share
aggregating to Rs. 3,273.75 Lakhs through an Initial Public Offer.
9. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES ON
INITIAL PUBLIC OFFER
The sum of 3,273.75 Lakhs raised during the year 2023-24 through issue
of Equity Shares on Initial Public Offer has been fully utilized for the purpose for which
it was raised as stated in letter of offer for right issue and there has been no deviation
or variation in utilization of the money from Initial Public Offer.
10. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company, as required under Regulation 34 read with Schedule V of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as 'Listing Regulations') and as approved by the Board of
Directors, is provided in a separate section and forms an integral part of this Report.
11. ANNUAL RETURN:
The Annual Return of the Company will be placed on the website of the
company pursuant to the provisions of Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules 2014, the web link of the same is at https://www.sahanasystem.com/
12. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014; However, the Company has borrowed money as
Unsecured Loan from Mr. Pratik Kakadia who is the promoter of the Company and M/s. Bartek
Enterprise which is relative of KMP. However, as on date of board report, Mr. Pratik
Kakadia is Managing Director of the company and as on 31st March, 2024, the
company has repaid Loan to M/s. Bartek Enterprise.
13. DIRECTORS’ RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following statement in terms of
Section 134(3) (c) of the Companies Act, 2013:
a. That in the preparation of the Annual Accounts for the year ended
31st March, 2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. That the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit of the company for that period;
c. That the directors have taken proper and sufficient care 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 have been prepared on a going concern basis;
e. That the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
f. That the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
14. CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20,
21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46
and Para C, D and E of Schedule V shall not apply to a listed entity being listed on SME
Exchange of NSE. Thereby presently the Company is not required to comply with the above
provisions of Corporate Governance.
Accordingly, the Report on Corporate Governance and Certificate
regarding compliance of conditions of Corporate Governance are not made a part of the
Annual Report.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company contributes progressively to the socio-economic and
environmental advancement of the planet with Corporate Social Responsibility’
("CSR") at the very core of its existence. To meet its goals, the Company drives
its corporate social responsibility agenda through its CSR arm. The CSR Committee has
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company as specified under
Schedule VII of the Act, which has been approved by the Board. The CSR Policy may be
accessed on the Company’s website at
https://www.sahanasystem.com/code-of-conduct-policies. The annual report on CSR showing
initiatives undertaken by the Company during the year under review containing particulars
as specified under Section 135 of the Companies Act, 2013 read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is as per Annexure-VI
to the Report.
16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING / OUTGO:
Details regarding Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details
regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo for the year under review are as follows:
A. Conservation of Energy a. Steps taken or impact on conservation
of energy The Operations of the Company do not consume energy intensively. However,
Company continues to implement prudent practices for saving electricity and other energy
resources in day-to-day activities. b. Steps taken by the Company for utilizing alternate
sources of energy Though the activities undertaken by the Company are not energy
intensive, the Company shall explore alternative sources of energy, as and when the
necessity arises.
B. Technology Absorption a. The efforts made towards technology
absorption The Company continues to take prudential measures in respect of technology
absorption, adaptation and take innovative steps to use the scarce resources effectively.
b. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) Not Applicable
C. The Particulars of Foreign Exchange and Outgo for the year under
review are:
(Rs. in Lakhs)
PARTICULARS |
YEAR ENDED 31ST MARCH,
2024 |
YEAR ENDED 31ST MARCH,
2023 |
FOREIGN EXCHANGE EARNING |
405.88 |
135.22 |
FOREIGN EXCHANGE OUTGO |
NIL |
NIL |
17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year under review, no employee was in receipt of
remuneration exceeding the limits as prescribed under provisions of Section 197 of the
Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The necessary disclosure with respect to the remuneration of Directors
and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been
appended as Annexure I to this Report.
18. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required by Regulation 34(2) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow
Statement is appended. As the Company have two subsidiary Companies, therefore, the
company has published consolidated financial statements.
19. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence as
prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board received a declaration from all the directors under Section
164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the
directors of the company is disqualified under the provisions of the Companies Act, 2013
("Act") or under the SEBI (Listing
Obligation and Disclosure Requirements) Regulations 2015.
(I) APPOINTMENT & RESIGNATION OF DIRECTORS
During the financial year 2023-24, there were no changes in the board
of directors of the company-
Accordingly, at present, the structure of Board of Directors is as
follows:
SR. NO. |
DESIGNATION |
NAME OF DIRECTORS |
1. |
Managing Director &
Chairman |
Mr. HETANG ARUNKUMAR SHAH |
2. |
Non-Executive & Non-
Independent |
Mr. HETAL CHATURBHAI PATEL |
3. |
Independent Director
(Non-Executive) |
Ms. EKTA ANKIT PATEL |
4. |
Independent Director
(Non-Executive) |
Mr. NISHITA MAYANK SANGHVI |
After end of the Financial Year 2023-24 and before date of Board
Report, there were following changes in the board of directors of the company-
Name of Director |
Date of Change |
Particulars of Changes |
Mr. Hetang Arunkumar Shah |
15th May, 2024 |
Resignation |
Mr. Pratik Ramjibhai Kakadia |
18th May, 2024 |
Appointment as an Additional
Director |
Mr. Pratik Ramjibhai Kakadia |
18th May, 2024 |
Change in Designation From
Additional Director to Managing Director |
Ms. Ekta Ankit Patel |
25th April, 2024 |
Resignation |
Ms. Nishita Mayank Sanghvi |
20th June, 2024 |
Resignation |
Ms. Dharmishtha Prashant Patel |
20th June, 2024 |
Appointment as an Additional
Independent Director |
Mr. Ritesh Shivkumar Mishra |
20th June, 2024 |
Appointment as an Additional
Independent Director |
(II) RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014 and Articles of
Association of the Company, Ms. Hetal Chaturbhai Patel (DIN: 08381794), Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has
offered herself for reappointment and your Board recommends her re- appointment.
(III) KEY MANAGERIAL PERSONNEL
During the year under review, there were following changes in Key
Managerial Personnel of the company
Name of KMP |
Date of Change |
Particulars of Changes |
Ms. Khushbu Ankitkumar Dalwadi |
25th August, 2023 |
Resignation |
Ms. Kshiti Nahar |
01st January, 2024 |
Appointment of Company
Secretary & Compliance Officer |
Accordingly, at present, the following are the Key Managerial Personnel
of the company:
SR. NO. |
DESIGNATION |
NAME OF KEY MANAGERIAL PERSONNEL |
1. |
Managing Director |
Mr. Hetang Arunkumar Shah |
2. |
Chief Executive Officer (CEO) |
Mr. Pratik Ramjibhai Kakadia |
3. |
Company Secretary &
Compliance Officer (CS) |
Ms. Kshiti Nahar |
4. |
Chief Financial Officer (CFO) |
Mr. Jatin Dhirajlal Jogan |
After end of the Financial Year 2023-24 and before date of Board
Report, there were following changes in the Key Managerial Personnel of the company-
Name of KMP |
Date of Change |
Particulars of Changes |
Mr. Hetang Arunkumar Shah |
15th May, 2024 |
Resignation |
Mr. Pratik Ramjibhai Kakadia |
18th May, 2024 |
Appointment as Managing
Director |
21. MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business. A tentative annual calendar
of the Board and Committee Meetings is informed to the Directors in advance to facilitate
them to plan their schedule and to ensure meaningful participation in the meetings.
The notice of meeting of Directors and Committees is given well in
advance to all the Directors of the Company. The agenda of the Board / Committee meetings
is circulated not less than 7 days prior to the date of the meeting. The agenda for the
Board and Committee meetings includes detailed notes on the items to be discussed at the
meeting to enable the Directors to take an informed decision.
During the year under review, 14 (Fourteen) Board Meetings were
convened and the intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
NAME OF DIRECTOR |
CATEGORY |
NUMBER OF MEETINGS WHICH
DIRECTOR WAS ENTITLED TO ATTEND |
MEETINGS ATTENDED |
Mr. HETANG ARUNKUMAR SHAH |
Managing Director |
14 |
14 |
Mr. HETAL CHATURBHAI PATEL |
Non-Executive Director |
14 |
14 |
MS. EKTA ANKIT PATEL |
Independent Director |
14 |
14 |
MS. NISHITA MAYANK SANGHVI |
Independent Director |
14 |
14 |
22. SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under Schedule IV of
the Companies Act, 2013, a separate meeting of the Independent Directors of the Company
was held on 21st October, 2023 to review, among other things, the performance
of non-independent directors and the
Board as whole, evaluation of the performance of the Chairman and the
flow of communication between the Board and the management of the Company.
23. COMMITTEES OF THE BOARD
The Company’s Board has the following Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee i) AUDIT COMMITTEE:
As on 31st March, 2024, there were 3 (three) members of
Audit Committee, out of which 2 (two) members were independent Directors. As detailed
charter of the Audit Committee is also available on the website of the Company.
During the financial year 2023-24, (7) meetings of Audit Committee were
held on 16th May, 2023, 15th June, 2023, 18th August,
2023, 29th August, 2023, 24th October, 2023, 24th
January, 2024 and 09th February, 2024.
The table below highlights the composition and attendance of the
Members of the Committee. The requisite quorum was present at all the Meetings.
NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
MS. NISHITA MAYANK SANGHVI |
CHAIRPERSON |
7 |
MS. EKTA ANKIT PATEL |
MEMBER |
7 |
MS. HETANG ARUNKUMAR SHAH |
MEMBER |
7 |
The Company Secretary has acted as the Secretary to the Committee.
All the recommendations made by the Audit Committee were accepted by
the Board of Directors. The terms of reference of the Audit Committee shall include but
not limited to the following:
a) To recommend the appointment/re-appointment/ re-placement and terms
of appointment of the Auditors of the Company. b) To review and monitor Auditor’s
independence and performance and effectiveness of audit process. c) To review with the
Management the Quarterly Financial Results before submission to the Board for approval. d)
Review the adequacy of internal control system. Finding of any internal investigations by
the internal auditors in to matters where there is suspected fraud or irregularity or a
failure of internal control systems of a material nature and reporting the matter to the
Board. e) Approval or any subsequent modification of transactions of the Company with
related parties. f) Reviewing the Company's risk management policy. g) To scrutinize
inter-corporate loans and investments made by the Company. h) To evaluate the Internal
Financial Controls and Risk Management Systems.
i) To carry out valuation of undertakings and the assets of the
Company, wherever it is necessary. j) To review, with the management, performance of
Statutory and Internal Auditors, adequacy of the Internal Control System. k) To review the
functioning of the Whistle Blower Mechanism. l) To approve appointment of Chief Financial
Officer after assessing the qualifications, experience and background etc. of the
candidate. m) To carry out any other function, as may be assigned to Audit Committee
pursuant to any amendments to the Listing Regulations and the applicable provisions of the
Act. n) To oversee the Company’s financial reporting process and disclosure of the
financial information to ensure that the financial statements are correct, sufficient and
creditable. o) To review the following information/document:
Management Discussion and Analysis of financial condition and results
of operation;
Statement of significant related party transactions (as defined by the
Audit Committee), submitted by management;
Management letter/letters of internal control weakness issued by the
Statutory Auditors;
Internal audit reports relating to internal control weakness;
Quarterly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the
Listing Regulations.
ii) NOMINATION AND REMUNERATION COMMITTEE
As on 31st March, 2024, there were 3 (three) members of
Nomination and Remuneration Committee, out of which 2 (two) members were independent
Directors. As detailed charter of the Nomination Remuneration Committee is also available
on the website of the Company.
During the financial year 2023-24, 2 (Two) meetings of NRC were held on
18th August, 2023, and 01st January, 2024.
The table below highlights the composition and attendance of the
Members of the Committee. The requisite quorum was present at the Meeting.
NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
MS. NISHITA MAYANK SANGHVI |
CHAIRPERSON |
2 |
MS. EKTA ANKIT PATEL |
MEMBER |
2 |
MS. HETAL CHATURBHAI PATEL |
MEMBER |
2 |
The Company Secretary has acted as the Secretary to the Committee.
The broad terms of reference of the NRC, as approved by the Board, are
in compliance with Section 178 of the Companies Act, 2013 which are as follows:
a) To lay down criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board of Directors a policy
relating to the remuneration of the Directors, Key Managerial Personnel and other
employees. b) To formulate a criteria for evaluation of performance of Independent
Directors and the Board of Directors. c) To recommend remuneration to be paid to a
Director for any service rendered by him to the Company which are of a professional nature
and provide an opinion, whether such Director possess the requisite qualification for the
practice of such profession. d) To identify persons who are qualified to become Directors
and who may be appointed in Senior Management in accordance with the criteria laid down,
and recommend to the Board of Directors their appointment and removal. e) To decide
whether to extend or continue the term of appointment of the Independent Director, on the
basis of the report of performance evaluation of Independent Directors. f) To recommend to
the Board the appointment and removal of the Directors, including Independent Directors.
g) Carrying out functions as delegated by the Board of Directors from time to time.
The Board of Directors has framed "Remuneration and Nomination
Policy" which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. This policy also lays down
criteria for selection and appointment of Board Members. The said Policy is annexed
herewith as Annexure - II to this report.
iii) STAKEHOLDERS RELATIONSHIP COMMITTEE
As on 31st March, 2024, there were 3 (three) members of
Stakeholders Relationship Committee, out of which 2 (two) members were independent
Directors. As detailed charter of the Stakeholders Relationship Committee is also
available on the website of the Company.
During the financial year 2023-24, 18th August, 2023, 24th
October, 2023 and 24th January, 2024 (Three) meeting of SRC were held as there
are not more than 1000 shareholders.
The table below highlights the composition and attendance of the
Members of the Committee. The requisite quorum was present at the Meeting.
NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
MS. EKTA ANKIT PATEL |
CHAIRPERSON |
03 |
MS. NISHITA MAYANK SANGHVI |
MEMBER |
03 |
MR. HETANG ARUNKUMAR SHAH |
MEMBER |
03 |
The Company Secretary has acted as the Secretary to the Committee.
Stakeholders Relationship Committee is empowered to oversee the
Redressal of Stakeholders complaints pertaining to transfer of shares, non-receipt of
annual reports, non-receipt of declared dividends, issue of duplicate certificates,
transmission /demat / remat of shares and other miscellaneous grievances.
24. ANNUAL PERFORMANCE EVALUATION BY THE BOARD
Pursuant to the provisions of the Act and the Listing Regulations, a
structured questionnaire was prepared after taking into consideration the various aspects
of the Board’s functioning, composition of the Board and its Committees, culture,
execution and performance of specific duties, obligations and governance. The performance
evaluation of the Directors was completed during the year under review.
The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors and Non-Executive Director. The
Board of Directors expressed their satisfaction with the evaluation process.
25. DIRECTORS TRAINING AND FAMILIARIZATION
The Company undertakes and makes necessary provision of an appropriate
induction programme for new Director(s) and ongoing training for existing Directors. The
new Director(s) are introduced to the Company culture, through appropriate training
programmes. Such kind of training programmes helps develop relationship of the directors
with the Company and familiarize them with Company processes. The management provides such
information and training either at the meeting of Board of Directors or at other places.
The induction process is designed to:
build an understanding of the Company's processes and fully equip
Directors to perform their role on the Board effectively
Upon appointment, Directors receive a Letter of Appointment setting out
in detail, the terms of appointment, duties, responsibilities and expectations from them.
26. DETAILS OF FRAUD REPORT BY AUDITOR:
As per auditors’ report, no fraud u/s 143 (12) reported by the
auditor.
27. AUDITORS
(I) STATUTORY AUDITORS:
Based on the recommendation of the Audit Committee and the Board of
Directors, Members of the Company at the 03rd Annual General Meeting held on 23rd
September, 2023 appointed M/s. A. K. Ostwal & Co., Chartered Accountants (Firm
Registration No. 107200W) as the statutory Auditors of the Company for financial year
2023-24 to fill in the casual vacancy caused by resignation of M/s. Rahul Mistri & Co.
Board hereby recommends to the Shareholders for the appointment of M/s. A.K. Ostwal &
Co., Chartered Accountant (Firm Registration Number: 107200W), as a Statutory Auditor of
the Company for a term of 4 (four) years commencing from the conclusion of the 04th
Annual General Meeting until the conclusion of the 08th Annual General Meeting
to be held on 2028.
Notes on financial statement referred to in the Auditor’s Report
are self-explanatory and do not call for any further comments. The Auditor’s Report
does not contain any qualification, reservation or adverse remark.
(II) INTERNAL AUDITORS:
M/s. Shah Sanghvi & Associates, Chartered Accountants (FRN:
140107W) was appointed as an Internal Auditors of the Company in the Board Meeting held on
29th August, 2023 to conduct an internal audit of the Company for the F.Y.
2023-24.
The internal Auditor functions reports its findings and status thereof
to the Audit Committee on a quarterly basis.
(III) 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, at its meeting held on 09th February, 2024, had appointed M/s. Mukesh
J. & Associates, Company Secretaries, Ahmedabad, Gujarat to conduct Secretarial
Audit of the company as applicable by virtue of listing of securities for the year ended
on 31st March, 2024.
Secretarial Audit Report issued by M/s. Mukesh J. & Associates, ,
Company Secretaries in Form MR- 3 is annexed herewith as Annexure IV and forms an
integral part of this Report. The reply to observations of Secretarial Auditor is attached
as addendum to Directors report
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Internal financial controls of the company are adequate keeping in
mind Company’s business size and mode of operations. All process and safety measures
are followed to protect from any financial or business loss, unauthorized use or
disposition of its assets. All the transactions are properly regulated through proper
channels to maintain control.
The Company is adhering to all the applicable Accounting Standards.
Further, there are teams which looks after the internal checks and verifies the internal
control system in accordance with policies of the Company.
29. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
During the Year under Review, the Board, at its meeting held on 18th
August, 2023, approved acquisition of 100% Equity Shares of Softvan Private Limited and
Softvan Labs Private Limited and accordingly, both company have become wholly owned
subsidiaries. As on 31st March, 2024, the Company has two subsidiary company
namely
1) Softvan Private Limited
2) Softvan Labs Private Limited
During the year under review, the Board of Directors reviewed the
affairs of material subsidiaries. There has been no material change in the nature of the
business of the subsidiaries. In accordance with Section 129, 134 and 136 of the Act, read
with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company
has prepared the consolidated financial statements of the Company, which form part of this
Annual Report. Further, a statement containing the salient features of the financial
statements of subsidiaries in Form AOC-1, which is appended as Annexure-VII to the
Board’s report.
In accordance with Section 136 of the Act, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of its subsidiaries, are available on our website, at
https://www.sahanasystem.com/.
The Company’s Policy for determination of material subsidiary, as
adopted by the Board of Director, in conformity with Regulation 16 of the SEBI Listing
Regulations, can be accessed on the Company’s website at
https://www.sahanasystem.com/.
30. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year were on an arm’s length basis, in the ordinary course of business and
were in compliance with the applicable provisions of the Act and the Listing Regulations.
There were no materially significant Related Party Transactions made by
the Company with Promoters, Directors, Key Managerial Personnel which may have a potential
conflict with the interest of the Company at large. All Related Party Transactions are
placed before the Audit Committee for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are repetitive in nature.
A statement of all Related Party Transactions is placed before the
Audit Committee for its review on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions, if any. The Company has adopted a Related Party
Transactions Policy.
The details have been enclosed pursuant to clause (h) of subsection (3)
of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules 2014 AOC-2’-
Annexure III.
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
The particulars of loans, guarantees and investments, if any taken or
given, have been disclosed in the financial Statement.
32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
The material changes and commitments affecting the financial position
of the Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report are mentioned as below:
Initial Public Offer & consequent listing of Shares on SME Exchange
of NSE Limited:
The Company made initial Public Offer (IPO) for 24,25,000 Equity Shares
for cash at a price of Rs. 135/- per share including a premium of Rs. 125/- per share
aggregating to Rs. 3,273.75 Lakhs through an Initial Public Offer. Your Directors are
pleased to inform you that the Company’s securities have been listed on SME Exchange
of NSE Limited w.e.f 12th June, 2023.
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuance to Section 177 of the Companies Act, 2013, the Company has
adopted a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any.
The Company promotes ethical behavior in all its business activities
and has adopted a mechanism of reporting illegal or unethical behavior. The Company has a
whistle blower policy wherein the employees are free to report violations of laws, rules,
regulations or unethical conduct to their immediate supervisor or such other person as may
be notified by the management to the employees / workers. The mechanism also provides for
adequate safeguards against victimization of directors and employees who avail of the
mechanism and also provide for direct access to the Chairperson of the Audit Committee in
the exceptional cases. The confidentiality of those reporting violation is maintained and
they are not subjected to any discriminatory practice. However, no violation of laws or
unethical conduct etc. was brought to the notice of the Management or Audit Committee
during the year ended 31st March, 2024. We affirm that during the financial year 2023-24,
no employee or director was denied access to the Audit Committee.
34. RISK MANAGEMENT POLICY
Your Company has an elaborated risk Management procedure and adopted
systematic approach to mitigate risk associated with accomplishment of objectives,
operations, revenues and regulations. Your Company believes that this would ensure
mitigating steps proactively and help to achieve stated objectives. The entity’s
objectives can be viewed in the context of four categories Strategic, Operations,
Reporting and Compliance. The Risk Management process of the Company focuses on three
elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.
Audit Committee has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company’s enterprise wide risk
management framework; and (b) Overseeing that all the risk that the organization faces.
The key risks and mitigating actions are also placed before the Audit Committee of the
Company. Significant audit observations and follow up actions thereon are reported to the
Audit Committee. The Committee reviews adequacy and effectiveness of the Company’s
internal control environment and monitors the implementation of audit recommendations,
including those relating to strengthening of the Company’s risk management policies
and systems.
35. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your company believes in providing a healthy, safe and harassment-free
workplace for all its employees. Further company ensures that every women employee is
treated with dignity and respect.
The Company has in place an Anti-Sexual Harassment Policy as per the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013.
Your Directors further states that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
36. Details of Application made or proceeding pending under Insolvency
And
Bankruptcy Code 2016
During the year under the review, there were no applications made or
proceedings pending in the name of the company under the insolvency and bankruptcy code,
2016.
37. Details of Difference between valuation amount on one time
settlement and valuation while availing loan from banks and financial institutions.
During the year under the review, there has been no one time settlement
of loans taken from banks and financial institutions.
38. ACKNOWLEDGEMENT
The Board of Directors wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated efforts put in by all the employees.
Your Directors take this opportunity to express their grateful appreciation for the
encouragement, cooperation and support received by the Company from the local authorities,
bankers, clients, suppliers and business associates. The directors are thankful to the
esteemed shareholders for their continued support and the confidence reposed in the
Company and its management.
FOR, SAHANA SYSTEM LIMITED
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SD/- |
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PRATIK RAMJIBHAI KAKADIA |
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MANAGING DIRECTOR |
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DIN: 07282179 |
Registered Office: |
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1301, Maple Trade Centre, Nr. Surdhara
Circle, |
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Sal Hospital Road, Thaltej, Memnagar, |
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Ahmedabad-380052 |
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Place: Ahmedabad |
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Date: 06/09/2024 |
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