TO THE MEMBERS OF THE COMPANY
Your Directors feel great pleasure in presenting 07th Annual Report on the
business and operations of the Companytogether with the Audited Financial Statements for
the year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
PARTICULARS |
CURRENT YEAR ENDED 31ST MARCH, 2024 |
PREVIOUS YEAR ENDED 31ST MARCH, 2023 |
CURRENT YEAR ENDED 31ST MARCH, 2024 |
PREVIOUS YEAR ENDED 31ST MARCH, 2023 |
1. Total Revenue |
3424.29 |
1372.13 |
3527.76 |
2151.48 |
2. Other Income |
243.13 |
144.72 |
368.79 |
218.67 |
3. Total Income |
3667.42 |
1516.84 |
3896.55 |
2370.15 |
Profit before 4. Depreciation & Amortization |
455.99 |
624.05 |
602.28 |
818.68 |
Expenses, Finance Cost and Tax |
|
|
|
|
Less: Depreciation and 5. Amortization Expenses |
(174.32) |
(135.08) |
(219.99) |
(159.18) |
6. Less: Finance Cost |
(273.04) |
(157.81) |
(378.45) |
(222.16) |
7. Profit before Tax |
8.63 |
331.16 |
3.84 |
437.35 |
8. Less: Provision for Tax |
(45.08) |
(84.50) |
(53.02) |
(119.15) |
9. Profit after Tax |
-36.45 |
246.66 |
49.19 |
318.20 |
10. Earnings per share (EPS) |
|
|
|
|
Basic |
-0.17 |
1.45 |
-0.23 |
1.87 |
Diluted |
-0.17 |
1.45 |
-0.23 |
1.87 |
2. REVIEW OF OPERATIONS AND FUTURE PROSPECTS
(Rs. in Lakhs)
On standalone basis, your company during the year under review has reported total
revenue of Rs. 3667.42 Lakhs which is comparatively significant than last year's total
revenue of Rs. 1516.84 Lakhs. The net Loss of the year under review is amounting to Rs. -
36.45 Lakhs as against Profit of Rs. 246.66 Lakhs reported in the Previous Year.
Further during the Year 2023-24, Tridhya Tech Limited has acquired the business and
operations of software development companies i.e. Codup Technologies Private Limited &
Tableflow Tech Private limited.
On a Consolidation basis, Total Revenue of the Company during the Financial Year under
review is Rs. 3527.76 Lakhs. The Consolidated Profit after tax for the Financial Year
under review is amounting to Rs. 3.84 Lakhs. Moreover, your directors are continuously
looking for new avenues for future growth of the company and expect growth with
introduction of better and varied product lines and accessories.
3. RESERVES AND SURPLUS (Rs. In Lakhs):
The company has reserves and surplus of Rs. 2341.27 lakhs in the present financial year
(FY 2023-24) as against the Reserve and Surplus of Rs. 367.99 lakhs during the previous
financial year (FY 2022-23).
4. CHANGE IN MANAGEMENT
In view of the appointments and resignation of Directors in the Board of the Company,
following is the revised Composition of the Board;
NAME OF THE DIRECTORS |
DESIGNATION |
DIN/PAN |
STATUS |
1. RAMESH ARJANBHAI MARAND |
Managing Director |
07235447 |
Promoter/ Chairman |
2. GAURAVKUMAR BAROT |
CEO |
06793134 |
Non Promoter |
3. VINAY SHIVJI DANGAR |
Executive Director |
07212051 |
Promoter |
4. RAJ ARJANBHAI AHIR |
Non-Executive Director |
08025164 |
Non Promoter |
5. HETAL HARSHAL SOMANI |
Non-Executive Director |
09720365 |
Non Promoter |
6. ASHUTOSH CHHAWCHHARIA |
Non-Executive Director |
05317799 |
Non Promoter |
7. GAURAV HASMUKHRAY SHAH |
CFO |
DQBPS2825H |
Non Promoter |
8. BHANVI CHOUDHARY |
COMPANY SECRETARY |
AIMPC1888L |
Non Promoter |
5. DIVIDEND AND RESERVES
With a view to conserve the resources for future business operations of the Company and
to develop and diversify the existing business, your directors have not recommended any
Dividend for the Financial Year 2023-24. Your Company has transferred the entire profit
available for appropriation for the current Financial Year to the GeneralReserve.
6. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, there is no unclaimed/unpaid dividend within the meaning
of the provisions of Section 125 of the Companies Act, 2013.
7. SHARE CAPITAL OF THE COMPANY
The authorized Share Capital of the Company is 24,00,00,000 (Rupees Twenty-Four Crore
Only) divided into 2,39,00,000 (Two Crore Thirty-Nine Lakh) Equity Shares of Rs.10/-
(Rupees Ten Only) each and 1,00,000 (One Lakh) preference Shares of Rs.10/- (Rupees Ten
Only). During the year Company has not made any changes in its Authorized Share Capital.
The paid up Share Capital of the Company is Rs. 23,28,80,000 (Rupees Twenty-Three Crore
Twenty-Eight Lacs and Eighty Thousand Only)
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.
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 https://www.tridhyatech.com/.
10. PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits within the
meaning of Section 73 and 76 ofthe 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, yourDirectors make the following statement in terms of Section 134(3)
(c) of the Companies Act, 2013:
a) That in the preparation of the Annual Accounts for the year ended 31st March, 2024,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) That the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the companyat 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 internalfinancial 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 are not applicable to the company being listed on SME
Exchange.
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:
A. Conservation of Energy
a) Steps taken or impact on conservation of energy The Operations of the Company do not
consume energy intensively. However, Company continues to implement prudent practices for
saving electricity and other energy resources in day-to-day activities.
b) Steps taken by the Company for utilizing alternate sources of energy Though the
activities undertaken by the Company are not energy intensive, the Company shall explore
alternative sources of energy, as and when thenecessity arises.
B. Technology Absorption
a) The efforts made towards technology absorption The Company continues to take
prudential measures in respect of technology absorption, adaptation and take innovative
steps to use the scarce resources effectively. b) In case of imported technology (imported
during the last three years reckoned from the beginning of the financial year) Not
Applicable
C. The Particulars of Foreign Exchange and Outgo for the year under review are:
(Rs. in Lakhs)
PARTICULARS |
YEAR ENDED 31ST MARCH, 2024 |
YEAR ENDED 31ST |
MARCH, 2023 FOREIGN EXCHANGE EARNING |
1126.96 |
611.68 |
FOREIGN EXCHANGE OUTGO |
68.47 |
5.36 |
14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year under review, no employee was in receipt of remuneration exceeding the
limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule
5(2) of Companies (Appointment and Remuneration ofManagerial 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 II 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. As per the applicable provisions of the Companies Act, 2013 (herein referred to
as the Act) and Ind AS 110, the Audited Consolidated Financial Statements are
provided in the Annual Report of the Company.
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 2023-24, there was change in the board of directors of the
company. Accordingly, at present, the structure of Board of Directors is as follows:
DESIGNATION |
NAME OF DIRECTORS |
1. Executive Director |
Mr. GAURAVKUMAR BAROT (w.e.f 02-02-2022) |
2. Executive Director |
Mr. VINAY SHIVJI DANGAR (w.e.f. 02/02/2018) |
3. Managing Director |
Mr. RAMESH ARJANBHAI MARAND (w.e.f 02/02/2018 as director and w.e.f 28/11/2022 as
Managing Director) |
4. Non-Executive Director |
MR. RAJ ARJANBHAI AHIR (w.e.f. 07/06/2021) |
5. Independent Director (Non- Executive) |
Ms. HETAL HARSHAL SOMANI (w.e.f. 06/01/2023) |
6. Independent Director (Non- Executive) |
Mr. ASHUTOSH CHHAWCHHARIA (w.e.f. 29/11/2023) |
THERE ARE FOLLOWING CHANGES IN THE COMPOSITION OF BOARD DURING THE YEAR AND AFTER THE
END OF THE FINANCIAL BUT BEFORE THE DATE OF BOARD REPORT -
DESIGNATION |
NAME OF DIRECTORS |
DATE OF APPOINTMENT /RESIGNATION |
1. Executive Director |
Mr. GAURAVKUMAR BAROT |
Resigned as on 29-04-2024 |
2. Additional Independent (Non- Executive) Director |
Mr. ASHUTOSH CHHAWCHHARIA |
Appointed as on 29-11-2023 |
3. Independent (Non- Executive) Director |
Ms. SIMRAN JEET KAUR |
Resigned as on 12-09-2023 |
(II) KEY MANAGERIAL PERSONNEL
During the year under review, there was change in Key Managerial Personnel of the
company and accordingly, at present, the following are the Key Managerial Personnel of the
company:
DESIGNATION |
KEY MANAGERIAL PERSONNEL |
1. Managing Director |
Mr. RAMESH ARJANBHAI MARAND (as an MD w.e.f. 28/11/2022) |
2. Company Secretary & Compliance Officer (CS) |
Ms. BHANVI CHOUDHARY (w.e.f 15/02/2024) |
3. Chief Financial Officer (CFO) |
Mr. GAURAV HASMUKHRAY SHAH (w.e.f 24/01/2023) |
THERE ARE FOLLOWING CHANGES IN KEY MANAGERIAL PERSONNEL DURING THE YEAR AND AFTER THE
END OF THE FINANCIAL BUT BEFORE THE DATE OF BOARD REPORT -
DESIGNATION |
KEY MANAGERIAL PERSONNEL |
DATE OF APPOINTMENT /RESIGNATION |
1. Chief Financial Officer (CFO) |
Mr. GAURAV HASMUKHRAY SHAH |
Resigned as on 25-06-2024 |
2. Chief Financial Officer (CFO) |
Mr. RAHUL BHOGILAL LABANA |
Appointed as on 05-07-2024 |
3. Company Secretary & Compliance Officer (CS) |
Ms. BHANVI CHOUDHARY |
Resigned as on 16-10-2023 |
4. Company Secretary & Compliance Officer (CS) |
Ms. BHANVI CHOUDHARY |
Re-Appointed as on 15-02-2024 |
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, 15(FIFTEEN) Board Meetings were convened and the
intervening gap between within the period prescribed under the Companies Act, 2013.
NAME OF DIRECTOR |
CATEGORY |
NUMBER OF MEETINGS WHICH DIRECTOWAS ENTITLED TO ATTEND |
MEETINGS ATTENDED |
Mr. GAURAVKUMAR BAROT |
Executive Director |
15 |
15 |
Mr. VINAY SHIVJI DANGAR |
Executive Director |
15 |
15 |
Mr. RAMESH ARJANBHAI MARAND |
Managing Director |
15 |
15 |
MR. RAJ ARJANBHAI AHIR |
Non-Executive Director |
15 |
15 |
Ms. HETAL HARSHAL SOMANI |
Independent Director |
15 |
15 |
Ms. SIMRAN JEET KAUR Mr. ASHUTOSH |
Independent Director Additional Non- |
7 6 |
2 2 |
CHHAWCHHARIA |
Executive Independent Director |
|
|
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 12th
February, 2024 to review, among other R 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:
The Board at its Meeting held on 29th November, 2023 re-constituted the
Audit Committee.
During the financial year 2023 -2024, (6) meetings of Audit Committee were held on 10th
April, 2023; 10th July, 2023, 07th September, 2023, 10th
November, 2023, 29th November, 2023, 12th February, 2024. The table
below highlights the composition and attendance of the Members of the Committee. The
requisite quorum was present at all the Meetings:
NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
Ms. SIMRAN JEET KAUR (resigned on 12th November, 2023) |
CHAIRMAN |
2 |
Ms. HETAL HARSHAL SOMANI |
MEMBER |
6 |
MR. RAMESH ARJANBHAI MARAND |
MEMBER |
6 |
Mr. ASHUTOSH CHHAWCHHARIA (Appointed on 29th November, 2023) |
CHAIRMAN |
2 |
The Company Secretary has acted as the Secretary to the Committee.
All the recommendations made by the Audit Committee were accepted by the Board of
Directors.The terms of reference of the Audit Committee shall include but not limited to
the following:
a) To recommend the appointment/re-appointment/ re-placement and terms of appointment
of the Auditors ofthe Company.
b) To review and monitor Auditor's independence and performance and effectiveness of
audit process.
c) To review with the Management the Quarterly Financial Results before submission to
the Board for approval.
d) Review the adequacy of internal control system. Finding of any internal
investigations by the internal auditors in to matters where there is suspected fraud or
irregularity or a failure of internal control systems of a materialnature and reporting
the matter to the Board.
e) Approval or any subsequent modification of transactions of the Company with related
parties.
f) Reviewing the Company's risk management policy.
g) To scrutinize inter-corporate loans and investments made by the Company.
h) To evaluate the Internal Financial Controls and Risk Management Systems.
i) To carry out valuation of undertakings and the assets of the Company, wherever it is
necessary.
j) To review, with the management, performance of Statutory and Internal Auditors,
adequacy of the InternalControl System.
k) To review the functioning of the Whistle Blower Mechanism.
l) To approve appointment of Chief Financial Officer after assessing the
qualifications, experience and backgroundetc. of the candidate.
m) To carry out any other function, as may be assigned to Audit Committee pursuant to
any amendments to the Listing Regulations and the applicable provisions of the Act.
n) To oversee the Company's financial reporting process and disclosure of the financial
information to ensure thatthe financial statements are correct, sufficient and creditable.
o) To review the following information/document:
Management Discussion and Analysis of financial condition and results of operation;
Statement of significant related party transactions (as defined by the Audit
Committee), submitted by management;
Management letter/letters of internal control weakness issued by the Statutory
Auditors;
Internal audit reports relating to internal control weakness;
Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing
Regulations.
ii) NOMINATION AND REMUNERATION COMMITTEE
The Board at its Meeting held 29th November, 2023 re-constituted the
Nomination and remuneration Committee(hereinafter referred as NRC).
During the financial year 2023-24, 2(Two) meetings of NRC were held on 29th
November, 2023 and 15th February, 2024.
The table below highlights the composition and attendance of the Members of the
Committee. The requisite quorum was present at the Meeting.
NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
Ms. HETAL HARSHAL SOMANI |
Chairman |
2 |
Mr. RAJ ARJANBHAI AHIR |
Member |
2 |
Ms. SIMRAN JEET KAUR (resigned on 12th November, 2023) |
Member |
0 |
Mr. ASHUTOSH CHHAWCHHARIA (Appointed on 29th November, 2023) |
Member |
2 |
The Company Secretary has acted as the Secretary to the Committee.
The broad terms of reference of the NRC, as approved by the Board, are in compliance
with Section 178 of the Companies Act, 2013 which are as follows:
a) To lay down criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board of Directors a policy relating to
the remuneration of the Directors, Key Managerial Personnel and other employees.
b) To formulate a criterion for evaluation of performance of Independent Directors and
the Board of Directors.
c) To recommend remuneration to be paid to a Director for any service rendered by him
to the Company which are of a professional nature and provide an opinion, whether such
Director possess the requisite qualification for the practice of such profession.
d) To identify persons who are qualified to become Directors and who may be appointed
in Senior Management in accordance with the criteria laid down, and recommend to the Board
of Directors their appointment and removal
. e) To decide whether to extend or continue the term of appointment of the Independent
Director, on the basis of thereport of performance evaluation of Independent Directors.
f) To recommend to the Board the appointment and removal of the Directors, including
Independent Directors.
g) Carrying out functions as delegated by the Board of Directors from time to time.
The Board of Directors has framed Remuneration and Nomination Policy which
lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management of the Company. This policy also lays down criteria for selection
and appointment of Board Members. The said Policy is available at the website of our
Company.
iii) STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board at its Meeting held on 29th November, 2023 re-constituted the
Stakeholder Relationship Committee. (hereinafterreferred as SRC).
th th
During the financial year 2023-24, 02 (Two) meeting of SRC were held on 10 July, 2023
and 29 November, 2023.
The table below highlights the composition and attendance of the Members of the
Committee. The requisite quorum was present at the Meeting.
NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
MS. SIMRAN JEET KAUR (resigned on 12th November, 2023) |
CHAIRPERS ON |
1 |
MR. VINAY SHIVJI DANGAR |
MEMBER |
2 |
MR. RAJ ARJANBHAI AHIR |
MEMBER |
2 |
Mr. ASHUTOSH CHHAWCHHARIA (Appointed on 29th November, 2023) |
|
1 |
The Company Secretary has acted as the Secretary to the Committee.
Stakeholders Relationship Committee is empowered to oversee the Redressal of
Stakeholders complaints pertaining to transfer of shares, non-receipt of annual reports,
non-receipt of declared dividends, issue of duplicate certificates, transmission /demat /
remat of shares and other miscellaneous grievances.
The detailed particulars of Stakeholders complaints handled by the Company and its
Registrar & Share Transfer Agentduring the year 2023-24 are as under:
NATURE OF COMPLAINTS |
OPENING BEGINNING OF YEAR |
AT TH RECEIVED DURING THE YEAR |
REDRESSED |
PENDING AT THE ENDOF YEAR |
Non-receipt of Share Certificate Non-receipt of Dividend/ |
Nil |
Nil |
-- |
Nil |
Interest/ Redemptio 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
theDirectors 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 auditors' report, no fraud u/s 143 (12) reported by the auditor.
24. AUDITORS
(I) STATUTORY AUDITORS:
M/S MAAK & ASSOCIATES, Chartered Accountants, Ahmedabad having Firm Registration
No. 135024W, were appointed as Statutory Auditors of the Company in Annual General Meeting
held on 30th September, 2023 for term of 4 (Four) Consecutive years, for the
remuneration as may be fixed by the Board of Directors of the Company.
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 the provisions of Section 138 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, The Board of Directors, has appointed M/s Shah Sanghvi
& Associates, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for
the Financial Year 2023-24.
(III) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/s. Mukesh J. & Associates, Company Secretaries, Ahmedabad, Gujarat to
conduct Secretarial Audit for the year ended on 31st March, 2024.
Secretarial Audit Report issued by M/s. Mukesh J. & Associates, Company Secretaries
in Form MR- 3 is annexed herewith forms an integral part of this Report.
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 previous 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
Your Company is having its 5 Subsidiary Companies and 1 Associate entities as on March
31,2024. As Company have Subsidiaries or Associates Companies or Joint ventures, it is
required to give disclosure in Form AOC- 1 annexed herewith as Annexure I Pursuant to
first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts)
Rules, 2014.
SR No Name of the Company |
Relationship |
1 Contcentric IT Services Private Limited |
Wholly Owned Subsidiary |
2 Vedity Software Private Limited |
Wholly Owned Subsidiary |
3 Basilroot Technologies Private Limited |
Wholly Owned Subsidiary |
4 Tridhya Tech GMBH |
Associate Entity |
5 Table Flow Tech Private Limited |
Subsidiary |
6 Codup Technologies Private Limited |
Subsidiary |
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 ListingRegulations.
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 RelatedParty Transactions Policy.
The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134
of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014
AOC-2'- Annexure III.
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.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There is no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report
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, 2024. We affirm that during the financial year 2023-24,
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. SECRETARIAL STANDRAD OF ICSI
The Directors state that applicable Secretarial standards, i.e. SS-1 and SS-2, relating
to Meetings of the Board of Directors' and General Meetings', respectively,
have been duly followed by the Company.
37. 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.
35. 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.
Registered Office: |
BY ORDER OF THE BOARD OF THE DIRECTORS |
401, One World West, Near Ambli T-Junction 200' S. P. Ring Road, |
FOR, TRIDHYA TECH LIMITED |
Bopal Ahmedabad GJ 380058 |
SD/- |
Place: Ahmedabad |
RAMESH ARJANBHAI MARAND |
Date: 06/09/2024 |
MANAGING DIRECTOR |
|
DIN: 07235447 |