TO
THE MEMBERS OF THE COMPANY
Your Directors feel great pleasure in presenting 12th Annual Report on the business and
operations of the Company together with the Audited Financial Statements for the financial
year ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS
(Rs. In Lakhs)
SR. NO. |
PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
|
CURRENT YEAR ENDED 31ST MARCH, 2023 |
PREVIOUS YEAR ENDED 31ST MARCH, 2022 |
CURRENT YEAR ENDED 31ST MARCH, 2023 |
1. |
Total Revenue (Net) |
110.58 |
110.00 |
110.58 |
2. |
Other Income |
25.78 |
11.89 |
25.78 |
3. |
Total Income |
136.36 |
121.89 |
136.36 |
4. |
Profit before Depreciation & Amortization Expenses, Finance Cost and Tax |
65.09 |
68.51 |
64.14 |
5. |
Less : Depreciation and Amortization Expenses |
- |
- |
- |
6. |
Finance Cost |
- |
- |
- |
7. |
Profit before Tax |
65.09 |
68.51 |
64.14 |
8. |
Less: Provision for Tax |
16.92 |
18.02 |
16.92 |
9. |
MAT Credit Entitlement |
3.23 |
- |
3.23 |
10. |
Profit after Tax |
44.94 |
50.49 |
43.99 |
11. |
Less :Prior period Tax |
- |
- |
- |
|
Adjustment |
|
|
|
12. |
Profit for the year |
44.94 |
50.49 |
43.99 |
|
Earnings per share (Basic) |
0.1425 |
0.1626 |
0.1395 |
|
Earnings per share (Diluted) |
0.1425 |
0.1626 |
0.1395 |
13. |
Balance of Profit as per last Balance Sheet |
153.79 |
103.30 |
- |
2. REVIEW OF OPERATIONS
STANDALONE BASIS:
During the year under review, Company's revenue from operations stood at Rs.
1,10,58,000/- compared to Rs. 1,10,00,000/- in the previous year. The operating profit
before tax stood at Rs. 65,09,000/- as against Rs. 68,51,000/- in the Previous Year. The
Net Profit for the year stood at Rs. 44,94,000/- as against Rs. 50,49,000/- reported in
the Previous Year.
CONSOLIDATED BASIS:
During the year under review, the company has made 100% acquisition in M/s. Sumathi
Corporate Services Private Limited; one of its group companies on 16th March, 2023;
accordingly, this year's financial Statements are prepared on a consolidated basis (i.e.
including the financials of its subsidiary and associate companies). Thus, company's
revenue from operations on consolidated basis stood at Rs. 1,10,58,000/- during the year
under review. The operating profit before tax on consolidated basis stood at Rs.
64,14,000/- during the year under review. The net profit for the year on a consolidated
basis stood at Rs. 43,99,000/- during the year under review.
3. DIVIDEND
The Board of Directors at their meeting held on 30th May, 2023, has recommended payment
of dividend at rate of 5% {i.e. Rs. 0.05/- per equity share having face value of Rs. 1/-
(Rupee One Only)} each as a final dividend for the financial year ended 31st March, 2023.
The payment of final dividend is subject to the approval of the shareholders at the
ensuing Annual General Meeting (AGM) of the Company and shall be subject to deduction of
income tax at source.
The total dividend amount for the financial year 2022-23, including the proposed final
dividend, amounts of Rs. 0.05/- per equity share of the face value of Rs. 1/- (Rupee One
Only) as against the Nil dividend for the previous financial year 2021-22.
4. RESERVES
No transfers to reserves were made, as no appropriations were required to be made
during the financial year under review.
5. SHARE CAPITAL OF THE COMPANY
During the financial year under review; the board at its meeting held on 03rd January,
2023 subject to approval of the shareholders of the company, recommended preferential
issue of securities to acquire 45,00,000 (Forty Five Lakh) equity shares of the Company
having face value of Rs.10/- each representing 100% paid-up share capital ("Purchase
Shares") of SUMATHI CORPORATE SERVICES PRIVATE LIMITED, an existing Group Company,
for a total purchase consideration of upto Rs. 16,20,00,000/- (Rupees Sixteen Crores
Twenty Lakhs Only) and issue of upto 34,86,298 (Thirty-Four Lakh Eighty-Six Thousand Two
Hundred Ninety-Eight) Equity Shares of the Company having face value of Re. 1/- each for a
cash consideration on a preferential basis ("Preferential Issue").
Resolutions with regard to the aforesaid matter, was duly approved by the shareholders
vide an Extraordinary General Meeting dated 27th January, 2023. Thereafter, the board of
directors having received the requisite approval from shareholders and the stock exchange
(BSE Limited) approved the allotment of 98,58,892 Equity Shares of Rs. 1/- each to be
issued at a price not less than Rs. 12/- to Promoters for consideration other than cash on
a preferential basis pursuant to share swap and issue of 32,86,298 equity shares of Rs.
1/- each to be issued at a price not less than Rs. 12/- to non-promoter on a preferential
basis.
Furthermore, pursuant to the above approval; the authorized share capital of the
company was also increased from Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakh Only)
divided into 3,50,00,000 (Three Crore Fifty Lakh) equity shares of Rs. 1/- each to Rs.
4,51,00,000/- (Rupees Four Crore Fifty One Lakh Only) divided into 4,51,00,000 (Four Crore
Fifty One Lakh) equity shares of Rs. 1/- each; pursuant to the preferential issue of
equity shares.
Thus, the overall capital structure of the Company pre and post preferential issue of
equity shares (on private placement basis) is as stated below:
PARTICULARS |
PRE PREFERENTIAL ISSUE |
POST PREFERENTIAL ISSUE |
Authorized Share Capital |
3,50,00,000/- divided into |
4,51,00,000/- divided into |
|
3,50,00,000 equity shares of face value of Rs. 1/- each |
4,51,00,000 equity shares of face value of Rs. 1/- each |
No. of fully paid-up equity shares |
3,10,54,810 |
4,22,00,000 |
Face value per share (in Rs.) |
Rs. 1/- |
Rs. 1/- |
Issued, Subscribed and Paid- up Share Capital |
Rs. 3,10,54,810/- |
Rs. 4,22,00,000/- |
6. DEMATERIALISATION OF EQUITY SHARES:
As per direction of SEBI and Bombay Stock Exchange Limited, the shares of the Company
are under compulsory Demat form. The Company has established connectivity with both the
Depositories i.e. National Securities Depository Limited and Central Depository Services
(India) Limited and the Demat activation number allotted to the Company is ISIN:
INE176N01021. Presently shares are held in electronic and physical mode (99.96% of shares
in Demat, 0.04% in physical mode).
7. CHANGE IN MANAGEMENT AND CONTROL
During the financial year 2022-23 as well as till the date of this report, there were
changes in the board of directors of the company. Accordingly, the changes and revised
structure of Board of Directors is as follows:
SR NO. |
NAME OF THE DIRECTORS |
DESIGNATION |
DIN |
STATUS |
1. |
SUKUMAR REDDY GARLAPATHI |
Managing Director |
00966068 |
Promoter/ Chairman |
2. |
SAMPATH RAO NEMMANI |
Executive Director |
07999868 |
Non-Promoter |
3. |
PRATIK SURENDRAKUMAR |
Non-Executive |
08233777 |
Independent Director |
4. |
SHAH NIDHI JAIN |
Non-Executive |
09184058 |
Independent Director |
5. |
HETAL HARSHAL SOMANI (Appointed w.e.f. 29/08/2022) |
Non-Executive |
09720365 |
Independent Director |
6. |
HETANG ARUNKUMAR SHAH (Resigned w.e.f. 29/08/2022) |
Non-Executive |
02710970 |
Independent Director |
Furthermore, during the year under review; the company has made 100% acquisition in
M/s. Sumathi Corporate Services Private Limited; one of its group companies on 16th March,
2023 for consideration other than cash (through swap of shares) and for cash
consideration.
8. 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 and is appended
as Annexure I to this report.
9. 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 www.caspianservices.in
10. 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.
11. 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, 2023,
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.
12. 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 having paid up Share Capital not
exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on
the last day of the previous financial year. As on the last day of the previous financial
year, the paid up Share Capital and Net worth of the Company was below the threshold
limits stated above, 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.
13. 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:
Conservation of Energy
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. 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.
Technology Absorption
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. In case of imported technology (imported during the last
three years reckoned from the beginning of the financial year) Not Applicable
The Particulars of Foreign Exchange and Outgo for the year under review are:
(Rs. in Lakhs)
PARTICULARS |
YEAR ENDED 31ST MARCH, 2023 |
YEAR ENDED 31ST MARCH, 2022 |
FOREIGN EXCHANGE EARNING |
Nil |
Nil |
FOREIGN EXCHANGE OUTGO |
Nil |
Nil |
14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year under review, the company had vide its 11th AGM dated 23rd September,
2023 passed a special resolution and increased the overall managerial remuneration of the
directors of the company. In addition, the company had also increased the limit of
managerial remuneration payable to Mr. Sukumar Reddy Garlapathi, Managing Director in
excess of 5% of the net profits of the company.
Thus, considering the above; Mr. Sukumar Reddy Garlapathi, Managing Director of the
company 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
III to this Report.
15. 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.
Further, during the financial year under review; the board at its meeting held on 03rd
January, 2023 and after having obtained the requisite approval of shareholders of the
company, and having received the requisite approval from the stock exchange (BSE Limited)
has acquired 45,00,000 (Forty Five Lakh) equity shares of face value of Rs.10/- each
representing 100% paid-up share capital ("Purchase Shares") of SUMATHI CORPORATE
SERVICES PRIVATE LIMITED, one of its Group Company on 16th March, 2023; for a total
purchase consideration of Rs. 13,37,42,280/- (Rupees Thirteen Crore Thirty Seven Forty Two
Thousand Two Hundred and Eighty Only).
Thus, now, the company has a wholly owned subsidiary namely; Sumathi Corporate Services
Private Limited (SCSPL) w.e.f. 16th March, 2023 and as such acquisition was made in the
last quarter of financial year 2022-23; this year's financial statements are prepared on a
consolidated basis (i.e. including the financials of its subsidiary and associate
companies).
16. 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.
17. 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 2022-23, there were changes in the board of directors of the
company.
Mr. Hetang Arunkumar Shah had resigned from his office of post of Independent Director
w.e.f. 29th August, 2022 and Mrs. Hetal Harshal Somani was appointed as the Independent
Director of the company w.e.f. 29th August, 2022.
Accordingly, at present, the structure of Board of Directors is as follows:
SR. NO. |
DESIGNATION |
NAME OF DIRECTORS |
1 |
Executive Director |
Mr. Sampath Rao Nemmani (w.e.f. 06/09/2021) |
2 |
Independent Director (Non-Executive) |
Mr. Hetang Arunkumar Shah (upto 29/08/2022) |
|
|
Mrs. Hetal Harshal Somani (w.e.f. 29/08/2022) |
3 |
Independent Director (Non-Executive) |
Mr. Pratik Surendrakumar Shah (w.e.f .30/10/2021) |
4 |
Independent Director (Non-Executive) |
Ms. Nidhi Jain (w.e.f. 30/10/2021) |
5 |
Managing Director |
Mr. Sukumar Reddy Garlapathi (w.e.f. 1/10/2021) |
(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, Mr. Sampath Rao Nemmani, Director of the Company, retires by rotation at the
ensuing Annual
General Meeting and being eligible, has offered himself for re-appointment and your
Board recommends his re- appointment.
As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2)
issued by the Institute of Company Secretaries of India (ICSI), brief resume of the
Directors proposed to be appointed/re- appointed are given in the Notice convening 12th
Annual General Meeting of the Company.
(III) KEY MANAGERIAL PERSONNEL
During the year under review, there were no changes in the Key Managerial Personnel of
the company.
18. 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, 08 (Eight) 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 |
MEETINGS HELD DURING YEAR |
MEETINGS ATTENDED |
Mr. Sukumar Reddy Garlapathi |
Managing Director |
8 |
8 |
Mr. Sampath Rao Nemmani |
Executive Director |
8 |
8 |
Mr. Hetang Arunkumar Shah |
Independent Director |
3 |
3 |
Mr. Pratik Surendrakumar Shah |
Independent Director |
8 |
8 |
Ms. Nidhi Jain |
Independent Director |
8 |
8 |
Mrs. Hetal Harshal Somani |
Independent Director |
5 |
5 |
Moreover, during the year under review; the company has held an Extraordinary General
Meeting of members on 27th January, 2023 through Video Conferencing (VC) and Other Audio
Visual Means (OAVM) seeking members' approval for the purpose of increasing authorised
share capital of the company, enhancing the limits under u/s. 186 of the Companies Act,
2013 and for raising of funds and issuance and swap (consideration other than cash) of
securities on preferential basis for consideration payable partly in cash and partly for
consideration other than cash.
19. 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 29th
August, 2022 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.
20. COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
(I) AUDIT COMMITTEE:
During the year under review, the committee was re-constituted on 29th August, 2022 by
appointment of Mrs. Hetal Harshal Somani as a member of committee in place of Mr. Hetang
Arunkumar Shah who resigned from his office of directorship and membership w.e.f. 29th
August, 2022. Hence, presently, the audit committee comprises of Mr. Pratik Surendrakumar
Shah as chairman, Mrs. Hetal Harshal Somani, Ms. Nidhi Jain and Mr. Sukumar Reddy
Garlapathi as members of the Audit committee. Moreover, during the financial year
2022-2023, 05 (Five) meetings of Audit Committee were held on 28th May, 2022; 9th August,
2022; 9th November, 2022; 03rd January, 2023 and 13th February, 2023. The below table
highlights the composition and attendance of the Members of the Committee. The requisite
quorum was present at all the Meetings.
NAME OF MEMBERS |
DESIGNATION |
EXPERTISE |
TERMS OF REFERENCE & FUNCTIONS OF THE COMMITTEE |
MEETINGS ATTENDED |
Mr. Hetang Arunkumar Shah (Upto 29/08/2022) |
Member |
Majority members are Non-executive. Chairman is Independent Director and majority is
independent. One member has thorough financial and accounting knowledge. |
The functions of the Audit Committee are as per Company Law and Listing Regulations
prescribed by SEBI which include approving and implementing the audit procedures, review
of financial reporting system, internal control procedures and risk management policies. |
2 |
Mrs. Hetal Harshal Somani(w.e.f. 29/08/2022) |
Member |
|
|
3 |
Mr. Pratik Surendrakumar Shah |
Chairman |
|
|
5 |
Ms. Nidhi Jain |
Member |
|
|
5 |
Mr. Sukumar Reddy Garlapathi |
Member |
|
|
5 |
The Company Secretary has acted as the Secretary to the Committee.
The Committee is empowered with the role and powers as prescribed under Regulation 18
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The Committee
also acts in terms of reference and directions of the Board from time to time.
The Committee acts as a link between the management, external and internal auditors and
the Board of Directors of the Company.
(II) NOMINATION AND REMUNERATION COMMITTEE
During the year under review, the committee was re-constituted on 29th August, 2022 by
appointment of Mrs. Hetal Harshal Somani as a member of committee in place of Mr. Hetang
Arunkumar Shah who resigned from his office of directorship and membership w.e.f. 29th
August, 2022. Hence, presently, the Nomination and Remuneration Committee comprises of Ms.
Nidhi Jain as a Chairperson, Mrs. Hetal Harshal Somani and Mr. Pratik Surendrakumar Shah
as members of the Audit committee. Moreover, during the financial year 2022-2023, 05
(Five) meetings of Nomination and Remuneration Committee were held on 28th May, 2022; 29th
August, 2022; 9th November, 2022; 03rd January, 2023; and 13th February, 2023. The below
table highlights the composition and attendance of members of the Committee. The requisite
quorum was present at the Meeting.
NAME OF MEMBERS |
DESIGNATION |
FUNCTIONS OF THE COMMITTEE |
MEETINGS ATTENDED |
Mr. Hetang Arunkumar Shah (Upto 29/08/2022) |
Member |
All members are Non- executive. |
1 |
Mrs. Hetal Harshal Somani (w.e.f. 29/08/2022) |
Member |
The Committee is vested with the responsibilities to function as per SEBI Guidelines
and recommends to the Board Compensation Package for the Managing Director. It also
reviews from time to time the overall Compensation structure and related policies with a
view to attract, motivate and retain employees. |
4 |
Mr. Pratik Surendrakumar Shah |
Chairman |
|
5 |
Ms. Nidhi Jain |
Member |
|
5 |
The Company Secretary has acted as the Secretary to the Committee.
The Committee is empowered with the role and powers as prescribed under Regulation 19
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Section 178 of the Companies Act, 2013 and Nomination
& Remuneration Policy of the Company. The Committee also acts in terms of reference
and directions of the Board 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
During the year under review, the committee was re-constituted on 29th August, 2022 by
appointment of Mrs. Hetal Harshal Somani as a Chairperson of committee in place of Mr.
Hetang Arunkumar Shah who resigned from his office of directorship and membership w.e.f.
29th August, 2022. Hence, presently, the Stakeholders Relationship Committee comprises of
Mrs. Hetal Harshal Somani, as a Chairperson; Mr. Sukumar Reddy Garlapathi and Mr. Pratik
Surendrakumar Shah as members of the Audit committee. Moreover, during the financial year
2022-2023, 04 (Four) meetings of Stakeholders Relationship Committee were held on 28th
May, 2022; 29th August, 2022; 9th November, 2022; and 13th February, 2023. The below table
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 |
Mr. Hetang Arunkumar Shah (Upto 29/08/2022) |
Chairman |
1 |
Mrs. Hetal Harshal Somani (w.e.f. 29/08/2022) |
Chairman |
3 |
Mr. Pratik Surendrakumar Shah |
Member |
4 |
Mr. Sukumar Reddy Garlapathi |
Member |
4 |
The Company Secretary has acted as the Secretary to the Committee.
The SRC Committee deals with stakeholder relations and redressal of investors'
complaints pertaining to share transfer, non-receipt of annual reports, dividend payments,
issue of duplicate share certificate, transmission of shares and other miscellaneous
complaints. In accordance with Regulation 6 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Board has authorized the Company's Registrar and Transfer Agent (RTA) PURVA SHAREGISTRY
(INDIA) PVT. LTD. to approve the share transfers / transmissions and to comply with other
formalities in relation thereto in coordination with the Compliance Officer of the
Company. All the investors' complaints, which cannot be settled at the level RTA and the
Compliance Officer, will be placed before the Committee for final settlement.
The detailed particulars of Stakeholders complaints handled by the Company and its
Registrar & Share Transfer Agent during the year 2022-23 are as under:
NATURE OF COMPLAINTS |
OPENING AT THE BEGINNING OF YEAR |
RECEIVED DURING THE YEAR |
REDRESSED |
PENDING AT THE END OF YEAR |
Non-receipt of Share Certificate |
Nil |
Nil |
-- |
Nil |
Non-receipt of Dividend/ Interest/ Redemption Warrant |
Nil |
Nil |
-- |
Nil |
Non-receipt of Annual Report |
Nil |
Nil |
-- |
Nil |
Others |
Nil |
Nil |
-- |
Nil |
Total |
Nil |
Nil |
-- |
Nil |
21. 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.
22. 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.
23. DETAILS OF FRAUD REPORT BY AUDITOR:
As per the statutory auditors' report, no frauds u/s 143 (12) were reported for F.Y.
2022-23.
24. AUDITORS
(I) STATUTORY AUDITORS:
M/s MAAK & Associates, Chartered Accountants, Ahmedabad (FRN: 135024W), were
appointed as Statutory Auditors of the Company for a term of 05 (Five) years from the
conclusion of the 10th Annual General Meeting held on 30th September, 2021 till the
conclusion of the 15th Annual General Meeting.
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:
Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies
(Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has
appointed M/s. Shah Sanghvi & Associates and Company, Chartered Accountants as an
Internal Auditor of Company. The Internal Auditors submit their reports on quarterly basis
to the Audit Committee.
Based on the report of internal audit function undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
(III) SECRETARIAL AUDITORS:
a) 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
has appointed Mr. Mukesh Jiwnani, Practicing Company Secretary and Proprietor of M/s.
Mukesh J. & Associates, to conduct Secretarial Audit of the company for the financial
year ended on 31st March, 2023.
b) 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.
Further, the below table provides a brief on clarification provided by the management
in respect of observations made by secretarial auditor in the Secretarial Audit for the
year ended 31st March, 2023:
Reference No. |
Secretarial Auditor's Observations |
Company's Reply |
2 |
As required under regulation 13 of SEBI (LODR), 2015, The Listed Entity
is required to file with the recognized stock exchange(s) on a quarterly basis, within
twenty one days from the end of each quarter, a statement giving the number of investor
complaints pending at the beginning of the quarter, those received during the quarter,
disposed of during the quarter and those remaining unresolved at the end of the quarter,
However the Company has not filed such statement for the quarter ended 30th September,
2022 within 21 days from the end of the quarter. |
With reference to the remark of secretarial auditor, we herewith clarify
that the said delay in filing was unintentional and further, filing of investor grievance
in XBRL mode under Regulation 13 (3) of SEBI (LODR) Regulations, 2015 was a recent
amendment made by the stock exchange (BSE Limited) and therefore; as soon as the company
came to know about the said compliance; it had made the XBRL mode compliance. |
|
|
Further, the company has assured that no such instances of delayed compliance shall
occur in future. |
25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has in place Internal Financial Control system, commensurate with size
& complexity of its operations to ensure proper recording of financial and operational
information & compliance of various internal controls & other regulatory &
statutory compliances. During the year under review, no material or serious observation
has been received from the Internal Auditors of the Company for inefficiency or inadequacy
of such controls.
Internal Auditors' comprising of professional Chartered Accountants monitor &
evaluate the efficacy of Internal Financial Control system in the company, its compliance
with operating system, accounting procedures & policies at all the locations of the
company. The Audit Committee of the Board of Directors and Statutory Auditors are
periodically apprised of the internal audit findings and corrective actions taken. Audit
plays a key role in providing assurance to the Board of Directors. Significant audit
observations and corrective actions taken by the management are presented to the Audit
Committee of the Board.
26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
As the Company is not having net worth of Rupees Five Hundred Crores or more, or
turnover of Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or
more during any financial year,
The Company is not required to comply with the provisions of Section 135 of the
Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking
of Social Expenditure as required under the said Section.
27. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
During the year under review, the Company has made 100% acquisition in one of its group
companies namely; Sumathi Corporate Services Private Limited and consequently the said
company has become, the Wholly Owned Subsidiary of Caspian Corporate Services Limited.
Consequently, now the company is required to give disclosure in Form AOC-1
pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies
(Accounts) Rules, 2014. The same is annexed as Annexure V to the report.
28. 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 VI.
29. 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 for the F.Y. 2022-23.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
During the year under review, the following material changes and commitments have taken
place 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.
The company has received approval from the stock exchange (BSE Limited) for re -
classification of certain existing promoters to public category under Regulation 31A of
the SEBI (LODR) Regulations, 2015; (Application dated: 26/02/2022). During the year under
review; the company after having obtained shareholder approval vide approved by the
shareholders vide an Extraordinary General Meeting dated 27th January, 2023 and on receipt
of requisite approval from the stock exchange (BSE Limited) has made acquisition of
45,00,000 (Forty Five Lakh) equity shares of face value of Rs.10/- each representing 100%
paid-up share capital ("Purchase Shares") of SUMATHI CORPORATE SERVICES PRIVATE
LIMITED, an existing Group Company, for a total purchase consideration of Rs.
13,37,42,280/- (Rupees Thirteen Crore Thirty Seven Lakh Forty Two Thousand Two Hundred and
Eighty Only) partly by way of swap of equity shares and partly by way of cash
consideration on a preferential basis ("Preferential Issue").
Furthermore, pursuant to the above acquisition; now the company has a new wholly owned
subsidiary company i.e. SUMATHI CORPORATE SERVICES PRIVATE LIMITED w.e.f. 16th March,
2023. Accordingly, as a result of such acquisition made in the last quarter of financial
year 2022-23, the company has prepared this year's financial statements on a consolidated
basis and further, the company shall prepare its financial statement on consolidated basis
only.
31. 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, 2023. We affirm that during the financial year 2022-23,
no employee or director was denied access to the Audit Committee.
32. 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.
33. 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.
34. 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.
35. 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.
36. GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.
3. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company operations in future.
37. 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 and on behalf of CASPIAN CORPORATE SERVICES LIMITED |
|
|
(Formerly known as Intellivate Capital Advisors Limited) |
|
|
SD/- |
SD/- |
|
SUKUMAR REDDYGARLAPATHI |
SAMPATH RAO NEMMANI |
|
MANAGING DIRECTOR |
DIRECTOR |
|
DIN: 00966068 |
DIN: 07999868 |
Place: Telangana |
|
|
Date: 30/08/2023 |
|
|