<dhhead>DIRECTOR REPORTS</dhhead>
Dear Members,
Your directors have pleasure in presenting the 46th Annual Report of
your Company together with the Audited Financial Statements for the financial year ended
31st March, 2023.
FINANCIAL RESULTS
(' in Lakhs)
|
Standalone |
Consolidated |
|
2023 |
2022 |
2023 |
2022 |
Total Revenue (including other income) |
30,607.72 |
6,141.53 |
32,969.66 |
8,455.28 |
Total Expenditure (including Finance Cost) |
28,169.60 |
6,076.04 |
30,243.29 |
8,276.99 |
Finance Cost |
119.05 |
93.53 |
119.05 |
93.53 |
Profit /(Loss) before tax for the period |
2,438.12 |
65.49 |
2,726.37 |
178.29 |
Tax Expense |
771.25 |
-98.23 |
800.74 |
-77.96 |
Profit /(Loss) for the period (After tax and Exceptional
Item) |
1,666.87 |
163.72 |
1,925.63 |
256.25 |
Non-controlling Interest (in-case of consolidated) |
0 |
0 |
915.17 |
793.56 |
Capital Reserve |
3,468.64 |
3,400.30 |
3,468.64 |
3,400.30 |
Capital Redemption Reserve |
182.89 |
182.89 |
182.89 |
182.89 |
General Reserve |
1,641.27 |
1,641.27 |
1,641.27 |
1,641.27 |
Retained earnings |
4,739.47 |
3,140.94 |
5,051.94 |
3,285.21 |
Legal/ Statutory Reserve |
0 |
0 |
69.26 |
69.26 |
Consolidation Adjustment Reserve |
0 |
0 |
215.11 |
215.11 |
RESULTS OF OPERATIONS
On a standalone basis, during the year, your Company has earned revenue
from operations to the extent of Rs. 30,173.66 lakhs as against Rs. 5,704.64 lakhs in the
previous year. The expenditure incurred during the year under review was Rs. 28,169.60
lakhs as against Rs. 6,076.04 lakhs in the previous year. After tax expense of Rs. 771.25
lakhs during the year under review, the profit for the year stood at Rs. 1,666.87 lakhs as
against an after tax profit of Rs. 163.72 lakhs in the previous year.
The total consolidated revenue from operations of your Company for the
year ended 31st March, 2023 was Rs. 32,505.60 lakhs compared to Rs. 7,959.53 lakhs in the
previous year and the expenditure incurred was Rs. 30,243.92 lakhs against Rs. 8,276.99
lakhs in the previous year which resulted in a consolidated profit before tax of Rs.
2,726.37 lakhs during the year as against Rs. 178.29 lakhs in the previous year. After tax
expense of Rs. 800.74 lakhs during the year under review, the consolidated profit for the
year stood at Rs. 1,925.63 lakhs as against Rs. 256.25 lakhs in the previous year.
SCHEME OF ARRANGEMENT AMONGST RENAISSANCE ADVANCED CONSULTANCY LIMITED
("RACL") AND RENAISSANCE CONSULTANCY SERVICES LIMITED ("RCSL") AND
RENAISSANCE STOCKS LIMITED ("RSL") AND REVATHI EQUIPMENT LIMITED
("REL") ("THE COMPANY") AND SEMAC CONSULTANTS PRIVATE LIMITED
("SCPL") AND RENAISSANCE CORPORATE CONSULTANTS LIMITED ("RCCL")
The National Company Law Tribunal, Chennai Bench has vide its order
dated 14th June 2023 and received certified copy of Final Order dated 21st June 2023
sanctioned the Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited
("RACL") and Renaissance Consultancy Services Limited ("RCSL") and
Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited
("REL") ("the Company") and Semac Consultants Private Limited
("SCPL") and Renaissance Corporate Consultants Limited ("RCCL") with
effect from the appointed date of 1st April, 2022. The said order was filed with the
Registrar of Companies, Coimbatore on 10th July 2023 pursuant to which the Scheme has come
into effect. Accordingly, the financial statements for the year ended 31st March, 2023
have been presented giving effect to the said Scheme of Arrangement.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, consequent to the scheme of arrangement,
the business of demerged undertaking of Renaissance Advanced Consultancy Limited (RACL)
and the business of Renaissance Stocks Limited (RSL) was merged with our Company and
further our Company has demerged its business of designing, engineering, manufacturing and
marketing of blast hole drills to Renaissance Corporate Consultants Limited (RCCL) (now
Revathi Equipment India Limited 'REIL'). Further, the business of Semac Consultants
Private Limited (SCPL) has been merged with our Company.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY
The Company has one subsidiary namely M/s. Semac and Partners, LLC - a
subsidiary within the definition of SEBI (Listing Obligations and Disclosure Requirements)
Rules, 2015.
The consolidated financial statements of the Company were prepared in
accordance with the applicable accounting standards and have been annexed to the Annual
Report.
The annual accounts of the subsidiary company are posted on the website
of the Company viz. https://semacconsultants.com/ and will also be kept open for
inspection by any shareholder at the Registered Office of the Company.
However, the Company does not have any Joint Venture or Associate
Companies
ACCOUNTS OF SUBSIDIARY
The Board of Directors (including Audit Committee) have reviewed the
affairs of the Subsidiary and the salient features of the financials of Subsidiary Company
are provided in the prescribed format AOC -1 attached as Annexure-1.
The Annual Audited Accounts of the Subsidiary Company and the related
detailed information will be made available to the shareholders of the Company at the
Registered Office of the Company and on the Company website https://semacconsultants. com/
under the section Investor Relations.
RESERVES
The Company has not transferred any amount to its reserves during the
year under review. However, the net profit of Rs. 1,666.87 lakhs has been carried forward
under the head 'Retained Earnings'.
DIVIDEND
Your Directors are pleased to recommend, subject to the approval of the
shareholders, a dividend of Rs. 5.00 per share, i.e., at the rate of 50% for the year on
the paid-up equity share capital of the Company as on the reporting date. The dividend, if
approved, will be paid to the shareholders subject to deduction of tax at source.
FIXED DEPOSITS
The Company do not hold/ has not accepted any deposits within the
meaning of Chapter V of the Companies Act, 2013 and the rules made there under. Since the
Company has not accepted any fixed deposit covered under Chapter V of the Companies Act,
2013, and there are no deposits remaining unclaimed or unpaid as on 31stMarch, 2023, the
question of default in repayment of deposits or payment of interest thereon during the
year does not arise.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
There was no unpaid/unclaimed Dividend required to be transferred to
Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124
& 125 of the Companies Act, 2013 during the year under review.
CAPITAL STRUCTURE
The issued, subscribed and paid-up share capital of the Company as at
31st March, 2023 stood at Rs. 3,06,69,430/- divided into 30,66,943 Equity Shares of 10/-
each and share issued pending allotment of the Company as at 31st March, 2023 stood at
5,03,650/- divided into 50,365 Equity Shares of 10/- each. During the year under review
the Company has not made any fresh issue of shares.
However, pursuant to the Scheme of Arrangement amongst Renaissance
Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services
Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi
Equipment Limited ("REL") ("the Company") and Semac Consultants
Private Limited ("SCPL") and Renaissance Corporate Consultants Limited
("RCCL") sanctioned by the National Company Law Tribunal, Chennai Bench vide
order dated 21th June, 2023, the Board of Directors of the Company at their meeting held
on 19th of July 2023 have allotted/ cancelled the following shares:
Allotment of 4,57,000 Equity Shares of 10/- each to the Equity
Shareholders of Renaissance Stocks Limited (RSL)
Cancellation of 4,57,000 Equity Shares of 10/- each held by
Renaissance Stocks Limited (RSL) in the Company
The amount of Rs. 5,03,650/- representing the value of 50,365 Equity
Shares of Rs. 10/- each to be allotted pursuant to the scheme of Arrangement, has been
shown under the head 'Share issued pending allotment' in the financial statements.
EXTRACT OF ANNUAL RETURN
The Annual Return of the Company for the financial year 2022-23 as
required under the Companies Act, 2013 is available on the website of the Company and can
be accessed at the link https:// semacconsultants.com/annual-return/
CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of
corporate governance and adherence to the corporate governance requirements set out by
Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for
all stakeholders and to enhance long term shareholders value.
As per Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate section on
Corporate Governance practices followed by the Company together with the certificate from
M/s. MDS & Associates LLP, Company Secretaries, Coimbatore, forms an integral part of
this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors at their Meeting held on 29th July, 2023 have
appointed Mr. Jainender Jain (DIN: 10234910) and Mr. Narinder Kumar (DIN: 06949708), as
Additional Non-Executive and Independent Directors to hold office for a period of 5 years
w.e.f. 29th July, 2023 and they hold office up to the date of this Annual
General Meeting in compliance with Regulation 17(1 C) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board,
Mr. Jainender Jain and Mr. Narinder Kumar fulfils the conditions as specified under the
Act read with the Rules made thereunder and the Listing Regulations for their appointment
as an Independent Non-Executive Directors of the Company subject to approval of the
shareholders in the ensuing Annual General Meeting. The Company has also received
declaration from the appointee Directors that they fulfil the criteria of independence as
prescribed under Section 149(6) of the Act as well as Regulation 16(1)(b) of the Listing
Regulations.
Mr. Harivansh Dalmia was appointed as Additional Director of the
Company with effect from 29th August, 2023 and he shall hold office upto the date of this
Annual General Meeting. Subsequently, Mr. Harivansh Dalmia was also appointed as the
Whole-Time Director of the Company with effect from 29th August, 2023.
Mrs. Deepali Dalmia (DIN: 00017415) Director retires by rotation at the
Annual General Meeting and being eligible, offers herself for re-appointment.
Accordingly, necessary resolutions proposing the appointment of Mr.
Jainender Jain and Mr. Narinder Kumar as Independent Directors of the Company and Mr.
Harivansh Dalmia as Director/ Whole-time Director of the Company and the re-appointment of
Mrs. Deepali Dalmia have been included in the Agenda of the Notice convening the Annual
General Meeting for the approval of the members.
During the year under review, Mr. T.P. Gandhimathinathan (DIN:
00013687) Non-Executive Non-Independent Director resigned from the Board with effect from
29th July 2023 and Mr. B.V. Ramanan (DIN: 00934602) and Mr. S. Sundarasamy (DIN: 08829760)
Non-Executive Independent Directors resigned from the Board with effect from 29th August
2023. The Board wishes to place on record their sincere appreciation for the valuable
contributions made by them during their tenure as Directors of the Company.
During the year under review, Mr. Nishant Ramakrishnan resigned as
Company Secretary and Compliance Officer of the Company and Mr. Sudhir R resigned as Chief
Financial Officer of the Company with effect from 19th July 2023. The Company appointed
Ms. Aakriti Gupta as Company Secretary and Compliance Officer and Mr. Anuj Kumar as Chief
Financial Officer of the Company with effect from 19th July 2023.
Key Managerial Personnel of the Company as required pursuant to Section
2 (51) and 203 of the Companies Act, 2013 are
1. Mr. Abhishek Dalmia - Chairman and Managing Director
2. Mr. Harivansh Dalmia - Whole-time Director
3. Mr. Anuj Kumar - Chief Financial Officer
4. Ms. Aakriti Gupta - Company Secretary
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6) of the Companies
Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and that their name is included in the data bank as per Rule 6(3) of the
Companies (Appointment and Qualification of Directors) Rules, 2014. The details of
remuneration and / or other benefits of the Independent director are mentioned in the
Corporate Governance Report. Further, they have also declared that they
are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.
Based on the confirmation / disclosures received from the Directors and
on evaluation of the relationships disclosed, the following Non-Executive Directors are
Independent:
Mr. V.V. Subramanian, Mr. Jainender Jain and Mr. Narinder Kumar
Pursuant to Rule 6(3) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, the Independent Director's Databank Registration Certificate
issued by the Independent Director's Databank and Indian Institute of Corporate Affairs,
received from all the Independent Directors of the Company were taken note of by the Board
of Directors.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR
The Company has a Nomination and Remuneration Policy that spells out
the criteria for determining qualifications, positive attributes and independence of a
Director, and the policy on remuneration of Directors, Key Managerial Personnel and senior
management employees including functional heads. The Policy enables and encourages the
diversity of the Board and also provides the mechanism for the performance evaluation of
the Chairman, individual Directors, Board of Directors and its Committees. The Board of
Directors and the Nomination and Remuneration Committee of the Company periodically review
the policy regarding the criteria for appointment and remuneration of Directors including
Independent Directors, Key Managerial Persons and Senior Management. The Nomination and
Remuneration policy has been framed in accordance with Section 178 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Nomination and Remuneration Committee of the Company oversees the implementation of the
Nomination and Remuneration policy of the Company. The composition of the Nomination and
Remuneration Committee and other relevant details are provided in the Corporate Governance
Report.
The Nomination and Remuneration policy of the Company is available on
the Company's website at https://semacconsultants. com/
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR
The Board of Directors have evaluated the Independent Directors during
the year 2022-23, and opined that the integrity, expertise and experience (including
proficiency) of the Independent Directors is satisfactory.
BOARD DIVERSITY POLICY
The Company recognizes and embraces the importance of a diverse Board
in its success. A truly diverse Board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, age, race and gender etc., which will
help the Company to retain its competitive advantage. The Policy on Board
Diversity has been adopted by the Company and available at the
website at https://semacconsultants.com/
FAMILIARIZATION PROGRAMS
In compliance with the requirements of the Listing Regulations, the
Company has put in place a familiarization program for the Independent Directors to
familiarize them with their roles, rights and responsibilities as Independent Directors,
the working of the Company, nature of the industry in which the Company operates, business
model and so on. All new independent directors inducted into the Board attend an
orientation program. Further, at the time of the appointment of an independent director,
the Company issues a formal letter of appointment outlining his / her role, function,
duties and responsibilities. The details of the familiarization programmes imparted to
independent directors is also available at the Company website at
https://semacconsultants. com//investor-relations/familiarization-programme/
SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Committee is responsible for
identifying persons who are qualified to become Directors and Key Managerial Personnel
including senior management in accordance with the criteria laid down in the Nomination
and Remuneration Policy. The Committee shall also recommend to the Board, the appointment
of any new Directors/Key Managerial Personnel. The Committee recommends to the Board as to
whether to extend or continue the term of appointment of the independent directors, on the
basis of the report of performance evaluation of Independent Directors. After carefully
evaluating and analyzing the recommendations of the Nomination and Remuneration Committee,
the Board of Directors of the Company decides whether to appoint a new Director/ Key
Managerial Personnel or re-appoint / Key Managerial Personnel, as the case may be.
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE
INDIVIDUAL DIRECTORS AND COMMITTEES
The Board has carried out an annual evaluation of its own performance,
the Directors individually as well as the working of the Committees of the Board. The
Board performance was evaluated based on inputs received from all the Directors after
considering criteria such as Board composition and structure, effectiveness of Board /
Committee processes, and information provided to the Board, etc. The Board and the
individual Directors have also evaluated the performance of Independent and Nonindependent
Directors, the Board as a whole and that of the Chairman of the Meetings.
COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF
REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013
The Company, pursuant to the provisions of Section 178 of the Companies
Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, has formulated a policy on Nomination and Remuneration
for its Directors, Key Managerial Personnel and senior management which inter alia
provides for the diversity of the Board and the mechanism for performance evaluation of
the Directors. The details of this policy can be accessed on the
Company's website at https://semacconsultants.com/
BOARD AND ITS COMMITTEE MEETINGS
CONDUCTED DURING THE PERIOD UNDER REVIEW
The details of the composition of the Board and its Committees namely
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, CSR
Committee and of the Meetings held and attendance of the Directors at
such Board / Committee Meetings are provided in the Corporate Governance Report under
relevant heads which forms a part of this Report.
STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively. The Company has duly complied with Secretarial Standards issued by
the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1)
and General Meetings (SS-2).
AUDIT COMMITTEE
The Company has constituted an Audit Committee in accordance with the
provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the Section on
Corporate Governance, under the head, 'Audit Committee' for matters relating to the
composition, meetings, and functions of the Committee. The Board has accepted the Audit
Committee's recommendations during the year wherever required and hence no disclosure is
required under Section 177(8) of The Companies Act, 2013 with respect to rejection of any
recommendations of Audit Committee by Board.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In accordance with Section 135 of the Companies Act, 2013, the Company
has constituted a Corporate Social Responsibility Committee (CSR Committee) consisting of
the following directors as members:
1. Mr. Abhishek Dalmia
2. Mrs. Deepali Dalmia
3. Mr. V V Subramanian
4. Mr. Jainender Jain (Appointed on 29 th July 2023)
The Company's CSR objective is promoting education, eradicating hunger,
poverty and malnutrition, promoting healthcare, including preventive health care and
sanitation and making available safe drinking water, ensuring environmental
sustainability, training to promote rural sports, rural development projects. The Company
has developed a CSR policy in line with the activities mentioned in Schedule VII of the
Companies Act, 2013.
The Annual Report on Corporate Social Responsibility activities
undertaken by the Company is furnished in Annexure II and is attached to this report.
The CSR Policy of the Company is available on the Company's
website in the link: https://semacconsultants.com/
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details in respect of loans given, investments made and guarantee
provided by the Company have been disclosed in the Notes to the financial statements. The
Company has complied with provisions of Section 186 of the Companies Act, 2013 during the
year under review and the Loans, Guarantees and Investments made by the Company do not
exceed the limits approved by the members of the Company under Section 186 of the
Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties as defined under the
Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (as amended) during the financial year 2022-23 were in the
ordinary course of business and on an arm's length basis. Since there are no transactions
which are not on arm's length basis and material in nature, the requirement of disclosure
of such related party transactions in Form AOC-2 does not arise.
The Policy on Related Party Transactions as approved by the Audit
Committee and Board of Directors of the Company has been uploaded on the Company's website
and may be accessed through the link at https://semacconsultants.com/
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There is no significant and material order passed by the regulators or
courts or tribunals impacting the going concern status and Company's operation in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
The Company has received approval from the Hon'ble National Company Law
Tribunal, Chennai bench vide order dated 14th June 2023 certified on 21st June 2023 to the
Composite Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited
("RACL") and Renaissance Consultancy Services Limited ("RCSL") and
Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited
("REL") ("the Company") and Semac Consultants Private Limited
("SCPL") and Renaissance Corporate Consultants Limited ("RCCL"). The
scheme become effective from 10th July 2023 and appointed date for the scheme is 1st April
2022 . As per the scheme:
Renaissance Advanced Consultancy Limited (RACL) and Renaissance
Stocks Limited (RSL) has been merged with the Company.
The Company has demerged its business of designing, engineering,
manufacturing and marketing of blast hole drills to Renaissance Corporate Consultants
Limited (now Revathi Equipment India Limited 'REIL').
The business of Semac Consultants Private Limited (SCPL) has
been merged with the Company.
Subsequently, the Company is renamed to "Semac Consultants
Limited (SCL)" and it shall continue the business of SCPL under the new name of Semac
Consultants Limited (SCL).
Thereafter, as on 27th July 2023 the Company has received new
certificate of Incorporation pursuant to name change from Revathi Equipment Limited (REL)
to Semac Consultants Limited (SCL) as per the Rule 29 of the Companies (Incorporation)
Rules, 2014.
The financial statements for the year ended 31st March, 2023
have been presented giving effect to the said Scheme of Arrangement.
Apart from the above, there have been no material changes and
commitments which affect the financial position of the Company that have occurred between
the end of the financial year to which the financial statements relate and the date of
this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under Regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion
and Analysis, is presented in a separate section forming part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign Exchange earnings and outgo as required under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure III and is attached to this report.
STATUTORY AUDITORS
M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N),
Chartered Accountants, New Delhi, was appointed as the Statutory Auditors of the Company
to hold office from the conclusion of the 43rd Annual General Meeting held on 25th
September, 2020 for a period of 5 consecutive years till the conclusion of the 48th Annual
General Meeting to be held in the year 2025.
The Company has received necessary consent letter and certificate from
M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N), Chartered Accountants,
New Delhi, to the effect that their appointment, if made, would be within the prescribed
limits under Section 141(3) of the Act and that they are not disqualified from being
appointed as the Statutory Auditors of the Company.
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
Company has appointed M/s. MDS & Associates LLP, Company Secretaries, Coimbatore to
undertake the Secretarial Audit of the Company for the financial year 2022-2023.
The Secretarial Audit Report for the financial year 2022-2023 forms a
part of the Annual Report and is attached as Annexure IV.
COMMENTS ON AUDITOR'S REPORT
a) There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s SS Kothari Mehta & Co, Statutory Auditors.
b) Regarding the remarks made by M/s MDS & Associates LLP,
Secretarial Auditors in their report, the management has assured timely and due compliance
in future in this regard.
MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE
COMPANIES ACT, 2013
The maintenance of cost records as specified by the Central Government
and the appointment of Cost Auditors under the provisions of Section 148 of the Companies
Act, 2013 are not applicable to the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors has not reported
to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or employees, the details of which
would need to be mentioned in the Board's report.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has implemented and evaluated the Internal Financial
Controls which provides a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes and policies, safeguarding of
assets, prevention and detection of frauds, accuracy and completeness of accounting
records. The Company has an effective internal control and risk mitigation system, which
is reviewed and constantly updated. The effectiveness of the internal controls, including
the internal financial controls, of the Company are reviewed by the Audit Committee and by
the Board annually. Further the Company has also appointed independent Internal Auditors
who review and monitor the internal financial controls and their adequacy in the course of
their audit. The Directors and Management confirm that the Internal Financial Controls of
the Company are adequate and commensurate with the size and nature of business of the
Company.
CEO/CFO CERTIFICATION
As required under SEBI (Listing Obligations and Disclosure
Requirements) Rules, 2015, the Chairman and Managing Director and the Chief Financial
Officer have furnished necessary certificate to the Board on the financial statements
presented.
RISK MANAGEMENT
The Company has a structured risk management policy which is
continuously reviewed by the Management and by the Board of Directors of the Company. The
Risk Management Policy of the Company assists the Board in:
a) Safeguarding the organization from various risks through appropriate
and timely actions.
b) Anticipating, evaluating and mitigating risks in order to minimize
its impact on the business.
c) Ensuring that potential risks are inventoried and integrated with
the management process such that they receive the necessary consideration during decision
making.
d) Ensuring that all the risks that the organization faces such as
strategic, financial, credit, market, liquidity, security, property, IT, legal,
regulatory, reputational etc have been identified and assessed.
The Risk management process is designed to safeguard the organization
from various risks through adequate and timely actions. It is structured to anticipate,
evaluate and mitigate risks in order to minimize its impact on the business. The potential
risks are inventoried and integrated with the management process such that they receive
the necessary consideration during decision making. The Company ensures that the Audit
Committee as well as the Board of Directors are kept duly informed about risk assessment
and management procedures and status. These procedures are periodically reviewed to ensure
that the executive management monitors and controls risks.
HUMAN RESOURCES MANAGEMENT
The employees are the most important assets of the Company. The Company
is committed to hiring and retaining the best talent and being among the industry's
leading employers. The Company has also taken steps to retain its talent pool, enhance
skill of existing people and recruit the most suited talent to spearhead its growth
initiatives. For this, the Company focusses on promoting a collaborative, transparent and
participative organization culture, and rewarding merit and sustained high performance.
The human resource management of the Company focuses on allowing the employees to develop
their skills, grow in their career and to navigate to the next level.
PARTICULARS OF EMPLOYEES
The Company has 207 permanent employees on a standalone basis as of
31st March 2023. The disclosures as stipulated under Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure V.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has provided for adequate safeguards to deal with instances
of fraud and mismanagement and to report concerns about unethical behavior or any
violation of the Company's code of conduct. The policy on Vigil Mechanism is available in
the website of the Company at https://semacconsultants.com/
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has been employing women employees in various cadres within
the Office / factory premises. The Company has in place the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to redress any complaint
regarding sexual harassment.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2022-23:
No. of complaints at the beginning of the year :NIL
No. of complaints received during the year :NIL
No. of complaints disposed off during the year :NIL
No. of complaints at the end of the year :NIL
DETAILS OF APPLICATION MADE OR ANY PROCEEDINGPENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,2016 DURING THE YEAR
No applications have been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The disclosure under this clause is not applicable as the Company has
not undertaken any one-time settlement with the banks or financial institutions.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (5) of the Companies
Act, 2013, the Board of Directors affirm that:
(a) in the preparation of the annual accounts for the financial year
ending 31stMarch 2023, the applicable Accounting Standards have been followed and there
are no material departures from those standards.
(b) the Directors have selected such accounting policies and have
applied them consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as on
31st March 2023 and of the profit of the Company for the financial year ended on that
date.
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
(d) the Directors have prepared the annual accounts for the financial
year ended 31st March 2023 on a 'going concern' basis.
(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively.
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
ACKNOWLEDGMENTS
Your Directors place on record their sincere appreciation of the
assistance and guidance provided by the Regulators, Stock Exchanges, and other statutory
bodies. Your directors express their appreciation of the dedicated efforts and
contributions made by the employees at all levels The Directors also place on record their
appreciation of the continued support and recognition provided by the company's esteemed
customers and bankers
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By Order of the Board For Semac Consultants Limited |
PLACE : New Delhi- DATE : 29.08.2023 |
Abhishek Dalmia Chairman & Managing Director DIN:00011958 |
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