Dear Members,
Your Directors have pleasure in presenting the 32nd Annual Report of Saven Technologies
Limited together with the audited financial statements for the year ended March 31, 2025.
1. Financial Results
The Company's financial performance for the year ended March 31, 2025 is summarised
below:
(` In Lakhs)
|
2024-25 |
2023-24 |
| Revenue from Operations |
1430.42 |
1316.72 |
| Operating expenditure |
1126.78 |
1052.07 |
| Earnings before interest, tax, depreciation and amortization (EBITDA) |
303.64 |
264.65 |
| Other income |
64.25 |
91.15 |
| Depreciation and amortization expense |
22.62 |
23.61 |
| Profit before tax (PBT) |
345.27 |
332.19 |
| Tax expense |
86.07 |
82.83 |
| Profit after Tax (PAT) |
259.20 |
249.36 |
| Other Comprehensive Income |
68.37 |
31.61 |
| Balance brought forward from previous year |
950.90 |
887.50 |
| Profit available for appropriation |
1278.47 |
1168.47 |
| Interim Dividend |
(163.18) |
(217.57) |
| Balance carried to balance sheet |
1901.62 |
1737.23 |
2. Financials of the Company/ State of Affairs of Company
The total revenue of the Company for the year ended March 31, 2025 was Rs.1,494.67
lakhs as compared to Rs.1,407.87 lakhs for the previous year. Revenue from operations was
Rs.1,430.42 lakhs as compared to Rs.1,316.72 lakhs, an increase of 8.63% over previous
year. Other income was Rs.64.25 lakhs as against Rs.91.15 lakhs for the previous year. The
profit before Tax for the year was Rs.345.27 lakhs as against Rs.332.19 lakhs for the
previous year. The profit after Tax for the year was Rs.259.20 lakhs as compared to
Rs.249.36 lakhs in the previous year. The total income, including Comprehensive Income for
the year was Rs.327.57 lakhs as against Rs.280.97 lakhs in the previous year.
Capital work-in progress:
During the year, your company commenced developing a Software kit for Fintech
companies. The total expenses incurred till 31st March, 2025, amounting to Rs.179.69
lakhs, has been shown under capital work in progress under Non-current assets. The said
capital work in progress will be capitalized upon completion of development stage.
Accounting Treatment
As per the provisions of Companies Act, 2013 read with rules made thereunder, the
company has implemented the Indian Accounting Standards for preparing the Financial
Statements from the Financial Year 2017-18. There are no material changes and commitments
affecting the financial position of the Company which have occurred between the end of the
financial year of the company to which the financial statements relate and the date of the
report.
Capital Structure
The authorized share capital of the Company is Rs.16,00,00,000/- comprising of
16,00,00,000 equity shares of Re.1/- each. Further, the paid-up equity share capital of
the Company is Rs.1,08,78,748/- divided into 1,08,78,748 equity shares of Re.1/- each.
During the year under review, there was no change in the capital structure of the Company.
During the financial year 2024-2025 there is no Issue of Shares under ESOP/ Sweat
Equity Shares / Bonus Shares /Issue of Shares with differential rights as to dividend,
voting or otherwise/Buy-back of Shares/ any other kind of issue or allotment of shares or
other convertible securities.
3. Transfer To Reserves
The company had at the beginning of the financial year an amount of Rs.550 lakhs in the
General Reserve. During the financial year 2024-25 the company did not transfer any amount
to Reserves.
4. Dividend
The Board of directors (the Board) at their meeting held on 10th February, 2025,
declared an interim dividend of Rs.1.50 (150%) per equity share of Re.1/- each, for the
year 2024-25. No final dividend had been declared for the year ended March 31, 2025. As
per Regulation 43A of SEBI (Listing Obligations and Disclosures Requirement) Regulations,
2015, the formulation of Dividend Distribution Policy is not applicable to the company
during the financial year 2023-2024. During the financial year 2024-25 dividend was not
paid from reserves.
5. Deposits / Loans & Advances, Guarantees or Investments
Your Company has not accepted any deposits and as such, no amount of principal or
interest was outstanding as of the Balance Sheet date.
The company has not given any loan or guarantee covered under the provisions of section
186 of the Companies Act, 2013 (Act). The details of the investments made by the company
are given in the notes to the financial statements.
6. Internal Financial Control Systems and Their Adequacy
The Company has adequate system of internal controls to safeguard and protect from
loss, unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for proper maintenance of books of accounts and for
financial reporting.
7. Related Party Transactions
The transactions with related parties were in the ordinary course of business and on an
arm's length pricing basis. Suitable disclosure as required by the Accounting Standards
(Ind AS) has been made in the notes to the Financial Statements. There were no materially
significant related party transactions, which had potential conflict with the interests of
the company at large. The Board has approved a policy for related party transactions which
has been uploaded on the Company's website http://www.saven.in/documents/policy/
REVISED%20POLICY%20ON%20RELATED%20PARTY%20TRANSACTIONS.pdf. Information on transactions
with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the
Companies (Accounts) Rules, 2014 is given in Annexure-1 in Form AOC-2 and the same forms
part of this report.
8. Change in the Nature of Business, if any
There is no change in the nature of business affecting the financial position of the
Company for the year ended March 31, 2025.
9. Subsidiary Company, Joint Venture
The company does not have any Subsidiary or Joint Venture.
10.Directors and Key Managerial Personnel
During the financial year 2024-2025 the following changes occurred in Directors and Key
Managerial Personnel: Mr. Sampath Srinivasa Rangaswamy (DIN: 00063633) was re-appointed as
Non-Executive Non-Independent Director and Chairman with effect from 01.04.2024 and the
approval of members was obtained by way of Postal ballot on 15.03.2024 for a period of 1
year that is from 01.04.2024 to 31.03.2025. Upon completion of his term on 31.03.2025, he
stepped down from the Board of Directors of the Company and as Chairman of the Board. Mrs.
Devesh Anjali Desai (DIN: 00110183) was appointed as a Director and as an Independent
Director of the Company and the approval of members was obtained by way of Postal ballot
on 20.03.2025 for a period of first term of 5 years that is from 10.02.2025 to 09.02.2030.
Mr. Rajagopal Ravi (DIN: 06755889), was designated as Non-Independent Non-Executive
Director with effect from 04.08.2025 for a period upto 03.08.2027 at the Board meeting
held on 23.07.2024 and he was given additional charge as Chairman with effect from
01.04.2025 for a period upto 03.08.2027 at the Board meeting held on 10.02.2025.
Mrs. R Renuka (DIN: 07131192), Independent Director, upon completion of her second term
on 24.03.2025, stepped down from the Board of Directors of the Company.
Mr. Murty Gudipati (DIN: 01459606) was re-appointed for a period of three years from
01st April, 2024 to 31st March, 2027 and there is Change in his designation from Executive
Director and Chief Executive Officer (CEO) to Managing Director and CEO with effect from
01.04.2024, and the approval of members was obtained by way of Postal ballot on
15.03.2024.
The following director retires by rotation and being eligible, offers himself for
reappointment as Director. Mr. Sridhar Chelikani (DIN: 00526137) retires as Director by
rotation at the ensuing Annual General Meeting and, being eligible, offers himself for
re-appointment.
For the perusal of the shareholders, a brief resume of the Director being re-appointed
along with necessary particulars is given in the explanatory statement to the notice.
During the financial year 2024-25, there has been no other change in the Key Managerial
Personnel.
Statement on the declaration given by the Independent Directors as per Section 149(6)
The company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he /she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013, and Regulation 25 read with
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
It is hereby declared that in the opinion of the Board, each independent director
appointed is a person of integrity and possesses all the relevant expertise and experience
(including proficiency). The Company has imparted necessary familiarization programme to
the newly inducted independent director. All the Independent Directors of the Company have
been registered and are members of Independent Directors Databank maintained by the Indian
Institute of Corporate Affairs (IICA).
11. Policy on Directors' Appointment and Remuneration and Other Details
The Nomination and Remuneration Committee ('the committee') comprises two independent
directors and one Non-Executive Director as on March 31, 2025. Mrs. Devesh Anjali Desai,
Independent Director, Member and Chairperson, Mr. Rajaram Mosur Ranganathan, Independent
Director as Member, Mr. Sridhar Chelikani, Member. The committee is constituted as per the
provisions of Companies Act, 2013 read with rules made thereunder and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time.
The committee was reconstituted with effect from 24.05.2024 with, Mrs. Renuka
Ranganathan, Independent Director, Member and Chairperson, Mr. Rajagopal Ravi, Non-
Executive, Independent Director as Member, Mr. Rajaram Mosur Ranganathan, Independent
Director as Member, Mr. Sampath Srinivasa Rangaswamy, Non-Executive Director as Member.
The committee was reconstituted again with effect from 04.08.2024 with, Mrs. Renuka
Ranganathan, Independent Director, Member and Chairperson, Mr. Rajaram Mosur Ranganathan,
Independent Director as Member, Mr. Sridhar Chelikani, Member.
The committee was once again reconstituted with effect from 25.03.2025 with, Mrs.
Devesh Anjali Desai, Independent Director, Member and Chairperson, Mr. Rajaram Mosur
Ranganathan, Independent Director as Member, Mr. Sridhar Chelikani, Member.
During the period under review the Committee met four times i.e., on 23.05.2024,
23.07.2024, 10.02.2025 and 22.03.2025. The Chairman of the Nomination and Remuneration
Committee was present at the last Annual General Meeting.
Remuneration Policy
The policy of the company on remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters, is as
required under sub-section (3) of Section 178 of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in
the policy since the last fiscal year. The remuneration paid to the directors, key
managerial personnel and other employees is as per the terms laid out in the nomination
and remuneration policy of the Company. The detailed policy is posted on the website of
the company www.saven.in. Following are the salient features of the policy: Identifying
and selection of candidates for appointment as Directors / Independent Directors based on
certain laid down criteria Identifying potential individuals for appointment as Key
Managerial Personnel and to other Senior Management positions Formulate and review from
time to time the policy for selection and appointment of Directors, Key Managerial
Personnel and senior management employees and their remuneration.
Review the performance of the Board of Directors and Key Managerial Personnel based on
certain criteria as approved by the Board. In reviewing the overall remuneration of the
Board of Directors and Key Managerial Personnel, the Committee ensures that the
remuneration is reasonable and sufficient to attract, retain and motivate the best
managerial talent, the relationship of remuneration to performance is clear and meets
appropriate performance benchmarks and that the remuneration involves a balance between
fixed and incentive pay reflecting short term and long term objectives of the Company.
Details of remuneration to all the directors
Except Mr. R S Sampath, the Non-Executive Directors receive remuneration only by way of
sitting fees for attending the meetings of the Board and Committee thereof.
a) The details of remuneration paid to all the Directors for 2024-25 is given below:
(Amount in Rs.)
| Name of the Director |
Salary |
Provident fund, Superannuation fund and other perquisites |
Sitting Fees |
Total |
| Sridhar Chelikani |
-- |
-- |
1,80,000 |
1,80,000 |
| *R S Sampath |
6,00,000 |
-- |
2,00,000 |
8,00,000 |
| R Ravi |
-- |
-- |
2,10,000 |
2,10,000 |
| R Renuka |
-- |
-- |
2,50,000 |
2,50,000 |
| M R Rajaram |
|
|
2.50,000 |
2,50,000 |
| Anjali Desai |
|
|
60,000 |
60,000 |
| Murty Gudipati |
48,00,000 |
54,00,000 |
-- |
1,02,00,000 |
*Mr. R S Sampath is paid remuneration of Rs. 6 lakhs per annum for the Financial Year
2024-25 as approved by the members by way of Postal Ballot on 15.03.2024, in addition to
sitting fee. b) Details of fixed component and performance linked incentives along with
the performance criteria;-As per the terms of remuneration approved at the by way of
Postal ballot on 15.03.2024 and 20.03.2025, Mr. Murty Gudipati was paid Rs.10.00 lakhs as
performance incentive during the financial year 2024-25, on recommendation of the
Nomination and Remuneration Committee considering the performance of the company and as
approved by the Board. c) Service contracts, notice period, severance fees: Mr. Murty
Gudipati's re-appointment as Managing Director and Chief Executive Officer and
remuneration for the period commencing from 01st April, 2024 to 31st March, 2027 was
approved by the Board of Directors at the Board Meeting held on 05th February, 2024, and
by the members by way of Postal Ballot on 15th March, 2024. The revised remuneration was
approved by the members by way of Postal Ballot on 20.03.2025. As per the terms of his
appointment the services of Mr. Murty Gudipati can be terminated with Six months' notice
on either side and he shall not be eligible for any severance pay. d) Stock option
details, if any, and whether the same has been issued at a discount as well as the period
over which accrued and over which exercisable- NIL
12.Number of Meetings of the Board
During the period under review the board met Six times. The dates on which the Meetings
were held are
23.05.2024, 23.07.2024, 07.11.2024, 23.12.2024, 10.02.2025 and 22.03.2025.
Meetings of Independent Directors
The Independent Directors had a meeting on 22.03.2025. All the Independent Directors
were present at the Meeting.
13. Board Evaluation
Performance Evaluation of Board, Committees, Individual Directors and Independent
Directors.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board carried out an annual performance
evaluation of its own performance, the Directors as well as the evaluation of the working
of its Audit, Nomination and Remuneration and Stakeholders' Relationship Committees.
Independent Directors carried out a separate evaluation on the performance of Chairman and
non-Independent directors. The manner in which the evaluation has been carried out is
explained below; The evaluation took into consideration the inputs received from the
Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, delineation of
responsibilities to various Committees, effectiveness of Board processes, information and
functioning, execution and performance of specific duties, obligations and governance the
Company and its stakeholders. It was observed that the Board played a vital role in
formulation and monitoring of policies.
The evaluation in respect of the committees took into consideration covering various
aspects of the Committees functioning such as, whether the amount of responsibility
delegated by the Board to each of the committees is appropriate, the committees take
effective and proactive measures to perform its functions, the reporting by each of the
Committees to the Board is sufficient etc. It was observed that the Board had constituted
sufficient committees wherever required with well-defined terms of reference whose
composition was in compliance with the legal requirements and their performances were
reviewed periodically. It was found that the Committees gave effective suggestion and
recommendation to the Board.
The performance evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors at a separate meeting held on 22.03.2025. The
evaluation also assessed the quality, quantity and timeliness of the flow of information
between the management and the Board that were necessary for it to effectively and
reasonably perform its duties. It was observed that the Chairman and the Non-Independent
Directors discharged their responsibilities in an effective manner.
The Board evaluated the performance of Independent Directors and Individual Directors
considering various parameters such as their familiarity with the Company's vision,
policies, values, code of conduct, their attendance at Board and Committee Meetings,
whether they participate in the meetings constructively by providing inputs and provide
suggestions to the Management/Board in areas of domain expertise , whether they seek
clarifications by raising appropriate issues on the presentations made by the
Management/reports placed before the Board, practice confidentiality, etc. It was observed
that the Directors discharged their responsibilities in an effective manner. The Directors
possess integrity, expertise and experience in their respective fields.
During the year, all recommendations made by the committee were approved by the Board.
14. Audit Committee
The Audit Committee ('the committee') comprises three independent directors and one
Non-Executive Director as on March 31, 2024, Mr. Rajagopal Ravi, Chairman, Mrs. Renuka
Ranganathan, Member Mr. Rajaram Mosur Ranganathan, Member and Mr. R S Sampath, Member. The
committee is constituted as per the provisions of Companies Act, 2013 read with rules made
thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
amended from time to time.
The committee was once again reconstituted with effect from 04.08.2024 with, Mr.
Rajaram Mosur Ranganathan, Independent Director as Member and Chairman, Mrs. Renuka
Ranganathan, Independent Director, Member, Mr. Rajagopal Ravi, Member. Mr. Sampath
Srinivasa Rangaswamy, Non-Executive Director stepped down as Member. The committee was
once again reconstituted with effect from 25.03.2025 with, Mr. Rajaram Mosur Ranganathan,
Independent Director as Member and Chairman, Mrs. Devesh Anjali Desai, Independent
Director, Member, Mr. Rajagopal Ravi, Member.
During the period under review the Committee met four times i.e., on 23.05.2024,
23.07.2024, 07.11.2024 and 10.02.2025. The Chairman of the Audit Committee was present at
the previous Annual General Meeting.
The Statutory Auditors and the Internal Auditors of the Company were invited to attend
the Audit Committee Meeting. Mr. Murty Gudipati, Managing Director and CEO, and the Chief
Financial Officer were also invited to attend the Audit Committee Meeting. The Company
Secretary acts as the secretary to the committee.
15.Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee ('the committee') comprises one independent
director, one Non-Executive Director and one Managing Director as on March 31, 2025. Mr.
Rajaram Mosur Ranganathan, Independent Director, Chairman Mr. Rajagopal Ravi,
Non-Executive, Non-Independent Director, Member and Mr. Murty Gudipati, Managing Director
and CEO, Member. The committee is constituted as per the provisions of Companies Act, 2013
read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, amended from time to time.
The committee was reconstituted with effect from 24.05.2024 with, Mr. Rajagopal Ravi,
Independent Director as Member and Chairman, Mr. Rajaram Mosur Ranganathan, Independent
Director as Member, Mr. Sampath Srinivasa Rangaswamy, Non-Executive Director as Member and
Mr. Murty Gudipati, Managing Director and CEO as Member. The committee was once again
reconstituted with effect from 04.08.2024 with, Mr. Rajaram Mosur Ranganathan, Independent
Director as Chairman, Mr. Rajagopal Ravi, Non-Executive, Non-Independent Director, Member
and Mr. Murty Gudipati, Managing Director and CEO, Member. Mr. Sampath Srinivasa
Rangaswamy, Non-Executive Director stepped down as Member.
During the period under review the Committee met two times i.e., on 23.05.2024 and
23.07.2024. The Chairman of the Stakeholders' Relationship Committee was present at the
previous Annual General Meeting.
16.Auditors Statutory Auditors
At the Annual General Meeting (AGM) held on September, 26, 2022, M/s. Suryanarayana and
Suresh., (Firm registration No. 006631S), Chartered Accountants, Hyderabad, were
re-appointed as Statutory Auditors of the company to hold office till conclusion of the
AGM to be held in the calendar year 2027, for a second term of five consecutive years. The
Ministry of Corporate Affairs vide its notification dated 07th May, 2018, has done away
with the requirement of yearly ratification of appointment of Statutory Auditors, at the
AGM.
There are no qualifications, reservation or adverse remark in the Audit Report for the
Financial Year ended 31st March, 2025.
Secretarial Audit
Kuldeep Bengani & Associates LLP, Company Secretaries, Hyderabad, was appointed to
undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The
Secretarial Audit Report is given in Annexure-2. There are no qualifications, reservation
or adverse remark in the Audit Report for the Financial Year ended 31st March, 2025.
Internal Auditors
In terms of the provisions of Section 139 of the Act and based on the recommendation of
Audit Committee, the Board of Directors at their meeting held on 23.05.2024 re-appointed
M/s. Nandyala and Associates, Chartered Accountants, as the Internal Auditors of the
Company for a period of two financial years 2024-2025 and 2025-2026. M/s. Nandyala and
Associates, Chartered Accountants confirmed their willingness to be re-appointed as the
Internal Auditors of the Company. Further, the Audit Committee in consultation with
Internal Auditors, formulated the scope, functioning, periodicity methodology for
conducting the internal audit.
17.Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013, your Directors would like to
state that: a. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any; b. The Directors have 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 ended March 31, 2025 and the profit of the Company for that financial year;
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, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; d. The Directors have prepared the Annual Accounts on a going concern
basis. e. The Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating effectively.
f. The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
18.Details in respect of frauds reported by auditors under sub-section (12) of section
143 other than those which are reportable to the Central Government-NIL
19.Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo
Conservation of Energy:
The nature of the Company's operations requires a low level of energy consumption.
Research and Development (R&D):
The Company continues to look at opportunities in the areas of research and development
in its present range of activities.
Technology Absorption:
The Company continues to use the latest technologies for improving the productivity and
quality of its services. The Company has not imported any technology during the year.
Foreign Exchange Earnings and Outgo:
Foreign Exchange earned by the Company during the financial year 2024-25 was Rs.1430.42
lakhs compared to Rs.1316.72 lakhs earned during the financial year 2023-24. The Foreign
Exchange outgo for the company during the financial year 2023-24 was Rs.0.96 lakhs
compared to Rs.11.67 lakhs during the financial year 2023-24.
20. Particulars of Employees
(a) The information required under section 197 of the Companies Act, 2013 read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are given in Annexure-3. (b) The information required under Section 197(12) of the
Companies Act, 2013 ("the Act") read with Rule 5(2) & of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Report. However, pursuant to first proviso to Section 136(1) of the Act, this Report is
being sent to the Shareholders excluding the aforesaid information. Any shareholder
interested in obtaining said information, may write to the Company Secretary at the
Registered Office of the Company and the said information is available for inspection.
21. Extract of Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual
Return as on March 31, 2025, is available on the website of the Company website at
www.saven.in.
22. Risk Management
Pursuant to section 134 (3) (n) of the Companies Act, 2013 and SEBI (Listing
Obligations And Disclosure Requirements) Regulations, 2015, the company has formulated a
policy on risk management. The Board regularly discusses the significant business risks
identified by the Management and the mitigation process being taken. The Company has an
adequate risk management framework to identify, monitor and minimize risks as also
identify business opportunities. At present the company has not identified any element of
risk which may threaten the existence of the company.
23. Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of Companies
(Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Company has established a Whistle Blower
Policy to deal with instance(s) of fraud and mismanagement, if any. The Whistle Blower
Policy ensures that strict confidentiality is maintained whilst dealing with concerns and
also that no discrimination will be meted out to any person for a genuinely raised
concern. Employees may also report to the Chairman of the Audit Committee. During the year
under review, there were no complaints received by the Audit Committee under the
provisions of Whistle Blower. The details of the Whistle Blower Policy is posted on the
website of the Company
http://www.saven.in/documents/policy/Revised%20Whistle%20Blower%20Policy.pdf.
24. Unclaimed Dividends/ Return of Capital Amount a) Unclaimed Dividends-Dividends that
are unclaimed for a period of seven years, are statutorily required to be transferred to
Investor Education and Protection Fund Authority (IEPF Authority) administered by the
Central Government. Further, pursuant to the provisions of Section 124 of the Companies
Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, including amendments thereto ('IEPF Rules') all
shares on which dividend has not been paid or claimed for seven consecutive years or more
shall be transferred to IEPF Authority as notified by Ministry of Corporate Affairs. Those
members who have so far not encashed their dividend warrants for the under mentioned
Financial Years, may claim or approach the Company for the payment thereof as the same
will be transferred to the Investors' Education and Protection Fund (IEPF) of the Central
Government, pursuant to Section 125 of the Companies Act, 2013. Members are requested to
note that after such dates, they will lose their rights to claim such dividend from the
Company. The shareholders whose dividend will be transferred to the IEPF Authority can
claim the same from IEPF Authority by following the procedure as detailed on the website
of IEPF Authority.
| Financial Year |
Rate of Dividend |
Date of Declaration of Dividend |
Last date for claiming un-paid dividends by Investors |
| 2018-19 (Interim) |
100% |
27th November, 2018 |
31st December, 2025 |
| 2019-20 (Interim) |
100% |
23rd July, 2019 |
22nd August, 2026 |
| 2020-21 (Interim) |
100% |
09th November, 2020 |
14th December, 2027 |
| 2021-22 (Interim) |
100% |
09th August, 2021 |
13th September, 2028 |
| 2021-22 (Second Interim) |
100% |
01st March, 2022 |
04th April, 2029 |
| 2022-23 (Interim) |
100% |
25th July, 2022 |
25th August, 2029 |
| 2022-23 (Second Interim) |
100% |
03rd February, 2023 |
09th March, 2030 |
| 2023-24 (Interim) |
200% |
05th February, 2024 |
10th March, 2031 |
| 2024-2025 (Interim) |
150% |
10th February, 2025 |
14th March, 2032 |
Members, are requested to make their claims without any delay to the Company's
Registrar and Transfer Agent, XL Softech Systems Limited at email id: xlfield@gmail.com by
providing folio no. and other necessary details. Pursuant to the provisions of IEPF Rules,
the Company has uploaded the details of unpaid and unclaimed amounts lying with the
Company on the website of the Company www.saven.in, as also on the website of the Ministry
of Corporate Affairs. The company sends reminders to the shareholders concerned to claim
the unclaimed and unpaid dividends before they are transferred to the IEPF. The unclaimed
dividend amount and shares transferred to IEPF can be claimed by the shareholders from
IEPF website by filling Web Form IEPF-5 along with requisite documents as mentioned.
During the financial year 2024-25 there was no transfer of Unclaimed dividend amount
and shares of the shareholders who have not claimed dividend for seven consecutive years
or more transferred to IEPF. However, in respect of the shares which were transferred to
IEPF in the financial years 2020-2021 and 2022-2023 and further dividends declared after
such transfer of shares, the dividend amount of such shares were transferred to IEPF to
IEPF's bank account.
For the Interim Dividend 2024-2025 which was declared by Board of Directors on 10th
February, 2025, as per the SEBI vide Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70
DATED 17.05.2023 as amended by SEBI Circular No.: SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated
17.11.2023 SEBI Circular SEBI/HO/MIRSD/MIRSD-Pod-1/ P/CIR/2023/37 dated March 16, 2023 and
SEBI/HO/MIRSD/POD-1/P/CIR/2024/81 dated June 10, 2024, the shareholders who have not
updated their KYC their dividend payment has been withheld and will be paid immediately
electronically when the KYC updations is made with Company's RTA XL Softech Systems
Limited and a request is made to make the payment in this regard. Pursuant to the above
mentioned SEBI Circulars the Company has sent intimation to shareholders who have not
updated KYC through RTA by way of Registered Post and by email whose ever exists. b)
Unclaimed Return of Capital Amount - The Company pursuant to Reduction of Capital in the
year 2018 had returned to shareholders as on Record date i.e., 20th March, 2018, an amount
of Rs.9/-(Rupees Nine only) per equity share of Rs.10/- (Rupees Ten only) each held by
them. The unclaimed amount as on 31st March, 2025 is Rs. 11,58,147/-. The shareholders as
on the said record date, who have not encashed the amount are requested to make their
claims to the Company's Registrar and Transfer Agent, XL Softech Systems Limited at email
id: xlfield@gmail.com by providing folio no and other necessary details.
25. Compliance with Secretarial Standards
The Company has complied with the applicable mandatory Secretarial Standards.
26. Cost Records
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the
business activities of the Company.
27. Corporate Social Responsibility (CSR)
The provisions relating to Corporate Social Responsibility under the Companies Act,
2013 do not apply to the company.
28. Prevention of Sexual Harassment Policy
The Company has in place a Policy on Prevention of Sexual Harassment in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
&Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
Your Directors further state that during the year under review, no complaints were
received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
29. Prevention of Insider Trading
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted
a Code of Conduct for Prevention of Insider Trading. The Company has appointed the Company
Secretary as Compliance Officer, who is responsible for setting forth procedures and
implementation of the code for trading in Company's securities. During the year under
review, there has been due compliance with the said code of conduct for prevention of
insider trading.
30. The details of significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and company's operations in future
In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules, 2014, there are no
significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.
31. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year-Not Applicable 32. The details of difference between amount of the
valuation done at the time of one time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof - Not Applicable
33. Application under Insolvency And Bankruptcy Code, 2016
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016
during the Financial Year 2024- 2025.
34. Details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons thereof:
The Company has not made any such valuation during the Financial Year 2024- 2025.
35. Credit Rating of Securities-Not Applicable
36. Management Discussion & Analysis and Corporate Governance
The "Management Discussion and Analysis Report" highlighting the industry
structure and developments, opportunities and threats, future outlook, risks and concerns
etc. is furnished separately and forms part of this Board's Report.
The paid up equity share capital is below Rupees Ten Crore and Net Worth below Rupees
Twenty Five crore, as on the last day of the previous financial year i.e., as per Audited
Financials of 31st March, 2024 of the company. As per the provisions of Regulation 15(2)
of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the
compliance with the Corporate Governance provisions as specified in Regulations 17 to 27
and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E
of Schedule V shall not apply; therefore the Corporate Governance Report is not Annexed in
the Annual Report. The Company is complying with all the applicable provisions of
Companies Act, 2013 read with rules made thereunder, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other statutory regulations.
Pursuant to provisions of Schedule V (A) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015, the compliance with Related Party Disclosure is given in
notes to financial statement, pursuant to provisions of Schedule V (F), Disclosures with
respect to demat suspense account/ unclaimed suspense account, the company does not have
any demat suspense account/ unclaimed suspense account. There are no disclosure to be made
by the company regarding certain types of agreements binding the company pursuant to
Schedule V (G) read with under clause 5A of paragraph A of Part A of Schedule III of
SEBI(Listing Obligations and Disclosure Requirement) Regulations, 2015.
37. Acknowledgments
Your Directors thank the investors, bankers, clients and vendors for their continued
support. Your Directors place on record their appreciation for the valuable contribution
made by the employees at all levels.
|
For and on behalf of the Board |
| Place: Hyderabad |
Rajagopal Ravi |
| Date : May 14, 2025 |
Chairman |
|
DIN:06755889 |