TO THE MEMBERS,
The Directors of your Company (the Company or
Smartlink) are delighted to present the 32nd Annual Report along with the
audited financial statements for the financial year (FY) ended March 31,2025.
1. FINANCIAL PERFORMANCE
Key highlights of standalone and consolidated financial performance for
the year ended March 31, 2025, are summarized as under:
(Amount in INR lakhs)
Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from operations |
9,696.51 |
8,845.45 |
21,452.63 |
19,817.24 |
Other Income |
1,312.30 |
1,285.87 |
1,191.01 |
1,177.17 |
Total Income |
11,008.81 |
10,131.32 |
22,643.64 |
20,994.41 |
Profit before depreciation, finance cost,
tax expenses and exceptional items |
325.20 |
1,106.84 |
1,060.43 |
1,439.98 |
Less: Depreciation and Amortization expenses |
292.34 |
261.04 |
373.13 |
346.46 |
Less: Finance cost |
68.32 |
115.29 |
154.13 |
223.67 |
Profit / (Loss) before exceptional items
and tax |
(35.46) |
730.51 |
533.17 |
869.85 |
Exceptional income/ (expense) |
- |
- |
- |
- |
Profit/(Loss) before tax |
(35.46) |
730.51 |
533.17 |
869.85 |
Less: Tax expenses |
|
|
|
|
a) Current tax |
- |
51.67 |
- |
51.67 |
b) Deferred tax |
(287.76) |
64.37 |
(125.96) |
113.63 |
c) Adjustment of tax of earlier years |
(1.38) |
(1.40) |
(1.38) |
(1.40) |
Profit/(Loss) after Tax |
253.68 |
615.87 |
660.51 |
705.95 |
Other Comprehensive Income (Net of tax) |
(35.88) |
(16.88) |
(56.62) |
(28.64) |
Total Comprehensive Income |
217.80 |
598.99 |
603.89 |
677.31 |
Earnings Per Share (INR) |
2.54 |
6.17 |
6.62 |
7.08 |
Notes:
1. The standalone and consolidated financial statements of the Company
for the financial year ended March 31, 2025, have been prepared in accordance with the
Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and
as amended from time to time.
2. Figures for the year ended March 31, 2024 have been restated on
account of Scheme of Amalgamation (Scheme") between erstwhile wholly owned
subsidiary Synegra EMS Limited and the Company. The scheme was approved by the Hon'ble
NCLT, Mumbai bench on January 09, 2025. The appointed date of the Scheme was April, 01,
2024.
2. STATE OF COMPANY'S AFFAIRS
2.1 Review of Standalone Financial Results
The revenue from operations of the Company for the year ended March
31,2025 stood at INR 9,696.51 lakhs as against INR 8,845.45 lakhs in the previous
financial year. The total Income stood at INR 11,008.81 lakhs for the year ended March
31,2025 as compared to INR 10,131.32 lakhs in the previous financial year.
The standalone Loss before tax was INR 35.46 lakhs as compared to
profit of INR 730.51 lakhs in the previous financial year. The profit after tax stood at
INR 253.68 lakhs as compared to INR 615.87 lakhs in the previous financial year. The loss
for the current financial year was due to higher product development expenses and higher
professional and Legal fees as compared to previous year.
2.2 Review of Consolidated Financial Results
The consolidated revenue from operations of the Company for the year
ended March 31, 2025 stood at INR 21,452.63 lakhs as against INR 19,817.24 lakhs in the
previous financial year. The Total Income stood at INR 22,643.64 lakhs for the year ended
March 31,2025 as compared to INR 20,994.41 lakhs in the previous financial year.
The consolidated profit before tax was INR 533.17 lakhs as compared to
INR 869.85 lakhs in the previous financial year. The profit after tax stood at INR 660.51
lakhs as compared to I NR 705.95 lakhs in the previous financial year.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the financial year ended March 31,2025, erstwhile Synegra EMS
Limited, wholly owned subsidiary, amalgamated with the Company. The Company ceased to be a
Non-Banking Financial Company (NBFC') with effect from January 31,2025. The
Company has surrendered its certificate of registration of NBFC issued by the Reserve Bank
of India. Post amalgamation, the company carries on the business of manufacture of
Electronic and IT networking products.
In order to align the objects of the Company with the business
dynamics, the Object clause of the Memorandum of Association of the Company is being
altered. The resolution seeking shareholders' approval for alteration of object
clause forms part of the AGM Notice.
4. DIVIDEND
Your directors have not recommended any dividend for the current
financial year.
5. TRANSFER TO RESERVES
Your directors do not propose to transfer any amount to reserves during
the year under review.
6. SHARE CAPITAL
The Paid-up Equity Capital of the Company as on March 31, 2025 stood at
INR 1,99,50,000 consisting of 99,75,000 equity shares of INR 2 each. The Company has not
issued shares with differential voting rights, employee stock options and sweat equity
shares.
Post amalgamation of erstwhile Synegra EMS Limited with the Company,
the authorised share capital of the company as on March 31,2025 stood at INR 32,00,00,000
consisting of 16,00,00,000 Equity Shares of INR 2 each.
There was no fresh issue of shares during the year under review.
The Company has paid Listing Fees for the FY 2024-25 to each of the
Stock Exchanges, where its equity shares are listed.
7. ANNUAL RETURN
As provided under Section 92(3) and Section 134(3)(a) of the Companies
Act, 2013 (the Act), the Annual Return for FY 202425 is uploaded on the
website of the Company and can be accessed at
https://www.smartlinkholdings.com/investor-relations.
8. MEETINGS
The Board meets at regular intervals to discuss and decide on the
Company/business policy and strategy apart from other Board business.
During the year, four Board Meetings and four Audit Committee Meetings
were held. The details of the same are given in the Corporate Governance Report which
forms part of this report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations).
Pursuant to the provisions of part VII of the Schedule IV of the Act
and Regulation 25 of the LODR Regulations, one meeting of Independent Directors was held
on May 09, 2024 for transacting the business enumerated under the said provisions.
9. PARTICULARS OF LOANS / ADVANCES / GUARANTEE /
INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR
The Company has provided Guarantees to its wholly owned subsidiary,
Digisol Systems Limited in compliance with Section 186 of the Companies Act, 2013.
Particulars of the guarantees, loans and investments during the year under review in
accordance with Section 186 of the Act, have been disclosed in the financial statements.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company
during the financial year with related parties are in compliance with the applicable
provisions of the Companies Act, 2013 and the LODR Regulations. All Related Party
Transactions (RPTs) are placed before the Audit Committee and the Board for approval, if
required. All RPTs that were entered into during the financial year were on arm's
length basis and in the ordinary course of business.
The disclosures as required under IND-AS have been made in the notes to
the Standalone Financial Statements. The particulars of contracts or arrangements entered
into by the Company with related parties pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - I in Form
AOC-2 and the same forms part of this Directors' Report. The Company has developed a
RPT Policy for the purpose of identification and monitoring such transactions. The Policy
on RPT as approved by the Board of Directors of the Company is available on the
Company's website at
https://www.smartlinkholdings.com/wp-content/uploads/2021/05/Related-Partv-Transactions-Policv-Smartlink-2021.pdf.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
There were no material changes/ commitments affecting the financial
position of the Company during the period from the end of the financial year on March
31,2025 to the date of this Report.
12. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year your Company had undertaken following activities in
this regard:
A. Conservation of Energy
1. Factory re-layout and consolidation of service activities was done
in order to utilize common resources and decrease Energy consumption.
2. Installation of Energy efficient LED fixtures for factory.
3. Upgrading of SMT line with latest energy efficient reflow oven.
4. Energy efficient air compressors.
B. Research & Development & Technology
Absorption
1. New Automated Optical Inspection System for quality improvement
-reducing rework and inspection cost and overall carbon footprint.
2. Localisation of power adapters and plastic enclosures for various
networking products.
There was no Foreign Exchange earned in terms of actual inflows during
the year under review. The Foreign Exchange outgo during the year in terms of actual
outflows was INR 6,320.93 lakhs.
13. SCHEME OF AMALGAMATION
The Board of Directors at its meeting held on February 09, 2024 had
approved the Scheme of amalgamation of the company with erstwhile wholly owned Subsidiary,
Synegra EMS Limited. The rationale for the Scheme was to foray into design, development,
research in the field of Information Technology for networking products at the Holding
company level, reduce managerial overlaps, regulatory compliances which are necessarily
involved in running multiple entities and elimination of duplication of administrative
expenses, consequently enabling cost savings, ease in raising funds at holding company
level, to achieve economies of scale, greater integration, flexibility and market reach
for the amalgamated entity and simplified corporate structure and ensuring more productive
and optimum utilization of various resources.
The Scheme received the approval of the Honourable National Company Law
Tribunal on January 09, 2025 and became effective on January 31,2025 (Effective
Date') on filing the certified true copy of the Order of NCLT, Mumbai Bench along
with a copy of the Scheme of Amalgamation with the jurisdictional Registrar of Companies,
Goa, Ministry of Corporate Affairs, Government of India.
Pursuant to the amalgamation, the Company has ceased to be a
Non-banking Finance Company from the Effective Date. The Company's primary business
is manufacture of various categories of electronic and IT products and to also engage in
contract manufacturing for original equipment manufacturers.
14. DETAILS OF SUBSIDIARY
Your Company has one wholly owned subsidiary namely Digisol Systems
Limited (Digisol'), a public Limited Company incorporated on August 17, 2016.
DIGISOL is the first Indian Brand in IT Networking that is taking India
forward with its top-notch product offerings in various verticals like Smart Cities,
Manufacturing, Real Estate, Healthcare, Telecom, Hospitality, Education, Surveillance,
Data Centers, IT and Retail. DIGISOL offers an extensive range of IT networking products,
including FTTH, Wireless (Wi-Fi), Switching and Structured Cabling systems (copper and
fiber) Solutions.
Digisol earned a revenue of INR 19,383.46 lakhs as compared to INR
17,928.24 lakhs in the previous financial year. The profit before tax stood at INR 621.70
lakhs as compared to INR 173.63 lakhs in the previous financial year.
The financial statements of the Company are prepared in accordance with
Section 129(3) of the Companies Act, 2013. Further, a statement containing salient
features of the financial statements of our subsidiary in prescribed format AOC-1 is
appended as Annexure - H to the Directors' Report. The statement also provides the
details of performance and financial position of the subsidiary. In accordance with
Section 136 of the Act, the audited financial statements, including consolidated financial
statements will be available on our website www.smartlinkholdings.com. The Company would
provide the annual accounts of the subsidiary and the related detailed information to the
shareholders of the Company on specific request made to it in this regard. The same will
also be available at the Registered Office and corporate office of the Company for
inspection during office hours.
Digisol Systems Limited is an unlisted Material Subsidiary of the
Company. The Company has formulated a Policy on Material Subsidiary as required under LODR
Regulations and the policy is uploaded on the website of the Company at
https://www.smartlinkholdings.com/wp-content/uploads/2020/03/Subsidiarv-Policv-2019-amended.pdf.
15. COMPANIES WHICH HAVE BECOME OR CEASED TO BE
THE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the financial year under review, Synegra EMS Limited ceased to
be the wholly owned subsidiary of the Company on account of amalgamation with the Company.
16. RISK MANAGEMENT
Pursuant to section 134(3)(n) of the Act, the Company has a Risk
Management (RM) framework to identify, evaluate Business risks and opportunities. This
framework seeks to create transparency, minimize adverse impact on the business objectives
and enhance the Company's competitive advantage.
The risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The framework helps in
identifying risk trend, exposure and potential impact analysis at a Company level.
The Risk Management policy formulated by the Company has identified the
key business risks and also the plans to mitigate the risks.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Key Managerial Personnel
Mr. Kamalaksha Rama Naik, Executive Chairman, Mr. K. G. Prabhu, Chief
Financial Officer and Mr. Edlan Fernandes, Company Secretary have been designated as Key
Managerial Personnel in accordance with the provisions of Section 203 of the Act. During
the year under review, Ms. Urjita Damle resigned from the post of Company Secretary and
Compliance officer on August 11,2024. Mr. Edlan Fernandes was appointed as Company
Secretary and Compliance officer with effect from August 12, 2024.
b. Appointment of Directors
Mr. Satish Vishnu Godbole (DIN 02596364) was appointed as an Additional
Director designated as Non-Executive Independent Director of the Company with effect from
March 31,2024. He was regularised as Director by the members of the Company by means of
Postal Ballot on June 16, 2024.
Dr. Lakshana Amit Sharma (DIN 10525082) was appointed as an Additional
Director designated as Non-Executive Non-Independent Director of the Company with effect
from March 31,2024. She was regularised as Director by the members of the Company by means
of Postal Ballot on June 16, 2024.
Mr. Chandrashekhar Maruti Gaonkar (DIN 00002016) was appointed as an
Additional Director designated as Non- Executive Independent Director of the Company with
effect from May 09, 2024. He was regularised as Director by the members of the Company by
means of Postal Ballot on June 16, 2024.
Mr. Nitin Anant Kunkolienker (DIN 00005211) was appointed as an
Additional Director designated as Non- Executive Independent Director of the Company with
effect from February 10, 2025. He was regularised as Director by the members of the
Company by means of Postal Ballot on April 10, 2025.
c. Re-appointment of Directors
Mr. Kamalaksha Naik (DIN 00002013), Executive Chairman of the Company
was reappointed as Executive Chairman (Wholetime Director) of the company, at the Annual
General Meeting of the Company held on August 10, 2024, for a further period of 5 years
with effect from December 26, 2024.
Ms. Arati Naik (DIN 06965985), Executive Director of the Company, who
retired by rotation in terms of Section 152(6) of the Companies Act, 2013 was re-appointed
as Executive Director of the Company at the 31st AGM held on August 10, 2024. Mr.
Kamalaksha Naik (DIN:00002013) Executive Chairman of the Company retires by rotation and
being eligible, offers himself for re-appointment as per section 152(6) of the Companies
Act, 2013. The Business seeking shareholders' approval for his re-appointment forms
part of the AGM Notice
In the opinion of the Board, Mr. C.M. Gaonkar and Mr. Nitin
Kunkolienker appointed as Non - Executive Independent Directors possesses requisite
integrity, expertise, experience and proficiency.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board/Committee of the Company.
d. Retirement of Directors
During the year under review, Mr. Bhanubhai Ramjibhai Patel (DIN
00223115), Independent Director of the Company ceased to be director of the Company on
completion of his second term as Independent Director on September 08, 2024. The Board
places on record its appreciation for the assistance and guidance provided by Mr.
Bhanubhai Patel during his tenure as Independent Director of the Company.
e. Declaration by Independent Director
Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013
read with the rules made thereunder, all the Independent Directors of the Company have
given the declaration that they meet the criteria of independence as laid down in
sub-section (6) of section 149 of the Act and Regulation 16(1)(b) of the LODR Regulations.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
There was no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY
The Company has an Internal Financial Control System, commensurate with
the size, scale and complexity of its operations. The Management evaluates the efficacy
and adequacy of internal control system in the Company, its compliance with operating
systems, accounting procedures and policies of the Company.
20. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public/members under
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during
the financial year under review.
21. SECRETARIAL AUDITOR AND AUDITORS' REPORT
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the LODR Regulations, upon the recommendation of the Audit Committee,
the Board of Directors approved and recommended for shareholders' approval the
appointment of Mr. Shivaram Bhat, Company Secretary in Practice (ACS No. 10454,
Certificate of Practice No. 7853, PR 1775/2022) for a term of 5 (five) years beginning
from FY 2025-26, to carry out the Secretarial Audit of the Company.
The Report of the Secretarial Auditor for FY 2024-25 is attached
herewith as Annexure - B. There are no qualifications, observations or adverse remarks or
disclaimer in the said report.
Pursuant to Regulation 24A of LODR Regulations read with SEBI Circular
No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Secretarial Audit Report of Material
unlisted Subsidiary of the Company namely Digisol Systems Limited is annexed as Annexure -
C to this Directors' Report.
The Annual Secretarial Compliance Report of the Company for the
financial year ended March 31,2025 on compliance of all applicable SEBI Regulations and
circulars/guidelines issued thereunder was obtained from Mr. Shivaram Bhat, Secretarial
Auditor. The report is uploaded on the website of the company at
https://www.smartlinkholdings.com/wp-content/uploads/2025/05/
Smartlink_SecretarialComplianceReport_31.03.2025.pdf
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Act, read with rules made thereunder,
the Company has formulated a Corporate Social Responsibility Policy (CSR
Policy') indicating the activities to be undertaken by the Company, which has been
approved by the Board. The CSR Policy of the Company may be accessed on the Company's
website at https://www.smartlinkholdings.com/
wp-content/uploads/2020/03/3.-Corporate-Social-Responsibility-Policy. pdf
Under Section 135 of the Act, the Company was not required to spend any
amount on CSR activities in the FY 2024-25. The Annual Report on CSR activities pursuant
to Section 135 of the Act and the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed as Annexure - G to this Report.
23. AUDIT COMMITTEE
The composition of the Audit Committee is in line with the provisions
of Section 177 of the Act and Regulation 18 of LODR Regulations. The Chairman of the Audit
Committee is an Independent Director. The details of the composition of the Audit
Committee are given in the Corporate Governance Report which is part of this
Directors' report. During the year, all the recommendations of the Audit Committee
were accepted by the Board.
Further, in terms of section 177(8) of the Act, it is stated that there
were no such instances where the Board of Directors have not accepted the recommendations
of the Audit Committee during the FY 2024-25.
24. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS
The Company has devised a Policy for performance evaluation of the
Board, Committees and other individual Directors (including independent directors) which
includes criteria for performance evaluation of Non-Executive Directors and Executive
Directors. The evaluation process inter-alia considers attendance of the Directors at
Board and Committee meetings, effective participation, domain knowledge, compliance with
code of conduct, vision and strategy, etc.
Pursuant to the provisions of the Act, and the LODR Regulations, the
Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and other Committees.
a) Observations of board evaluation carried out for the year - There
were no observations in the Board Evaluation carried out during the financial year;
b) Previous year's observations and actions taken - There were no
observations of the Board for the last financial year;
c) Proposed actions based on current year observations - Not
applicable.
The manner in which the evaluation has been carried out has been given
in the Corporate Governance Report.
25. NOMINATION AND REMUNERATION COMMITTEE
The Board has, on recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors, Senior Management
and their remuneration. The details of Remuneration Policy are stated in the Corporate
Governance Report.
The Company's remuneration policy is driven by the success and
performance of the individual employees, senior management, Executive Directors of the
Company and other relevant factors including the following criteria:
a) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company;
b) Relationship of remuneration to performance is clear and meets
appropriate performance industry benchmarks; and
c) Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors, Key Managerial
Personnel and all other employees is as per the Remuneration Policy of the Company.
The composition of the Nomination and Remuneration Committee (NRC) is
in line with Section 178 of the Act read with Regulation 19 of LODR Regulations. The
details of meetings and their attendance are included in the Corporate Governance Report.
26. STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition of the Stakeholders Relationship Committee (SRC) is in
line with Section 178 of the Act read with Regulation 20 of LODR Regulations. The details
of the composition of the Stakeholders Relationship Committee are given in the Corporate
Governance Report which forms part of this report.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 of the Act, read with rules
made thereunder, the Company has established a vigil mechanism for Directors and employees
to report genuine concerns about unethical behaviour, actual or suspected fraud or
violation of code of conduct which provides for adequate safeguards against victimization
of director(s) / employee(s) and also provides for direct access to the Chairman of the
Audit committee in exceptional cases. The Audit Committee and the Board of Directors have
approved the Whistle Blower Policy and the details are available on the website of the
Company under the weblink
https://www.smartlinkholdings.com/wp-content/uploads/2020/03/Whistle-Blower-Policy-Final-2019.pdf.
During the year under review, the Company through its Audit Committee
has not received any complaints relating to unethical behaviour, actual or suspected fraud
or violation of company's code of conduct from any employee or director.
28. CORPORATE GOVERNANCE
As required under Schedule V of the LODR Regulations, the Report on
Corporate Governance as well as the Practicing Company Secretary's Certificate
regarding compliance of Conditions of Corporate Governance forms a part of Directors'
Report as Annexure - D and Annexure - E respectively.
29. STATEMENT OF PARTICULARS OF APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL
The information required under section 197 of the Act read with Rule
5(1)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company and Directors is enclosed as Annexure - F to
this Directors' Report.
30. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As the per provisions of Section 4 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted
an Internal Complaints Committee for redressal of complaints against sexual harassment.
There were no complaints relating to sexual harassment, pending at the beginning of
financial year, received during the year and pending as at the end of the FY 2024-25.
31. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Act and Rules framed thereunder either to the Company or to the
Central Government.
32. STATUTORY AUDITOR AND AUDIT REPORTS
M/s Shridhar & Associates, Chartered Accountants (FRN 134427W) were
appointed as the Statutory Auditors of the Company for a period of four years of the first
term, commencing from FY 2022-23. The Statutory Auditors have given a confirmation to the
effect that they are eligible to be appointed and not disqualified from continuing as the
Statutory Auditors.
The Statutory Auditors had carried out audit of financial statements of
the Company for the financial year ended March 31,2025 pursuant to the provisions of the
Act. The reports of Statutory Auditors form part of the Annual Report.
The statutory auditor's report does not contain any
qualifications, reservations, or adverse remarks or disclaimer
33. COST AUDIT AND COST RECORDS
During the relevant period, for the purpose of Section 148 of the Act,
read with the rules made thereunder, the requirement of cost audit is not applicable for
the business activities carried out by the Company.
The Company has maintained cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013 and the
Companies (Cost Records and Audit) Rules, 2014.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis including the result of
operations of the Company for the year, as required under Schedule V of the LODR
Regulations, is appended to the Directors' Report as Annexure - A.
35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
No application was received or any proceedings filed under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-25.
36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
Pursuant to Regulation 34 (2) (f) of LODR Regulations, the Business
Responsibility and Sustainability Report for the financial year 2024-25 is not applicable
to the Company.
37. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, hereby state and confirm that:
a) in the preparation of annual accounts for the financial year ended
March 31,2025, the applicable accounting standards have been followed and that no material
departures have been made from the same;
b) appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at March 31,2025
and the profits of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for safeguarding
the assets of the Company and for preventing and detecting frauds and other
irregularities;
d) the annual accounts have been prepared on a going
concern' basis;
e) proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
38. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
a) Transfer of unclaimed dividend
Pursuant to the applicable provisions of the Act, read with IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules'),
all unpaid and unclaimed dividend are required to be transferred to the IEPF established
by the Government of India, after completion of seven years. Accordingly, dividend of INR
1,78,764 declared in the FY 2016-17 which remained unpaid or unclaimed was transferred to
the IEPF Authority in the FY 2024-25.
b) Transfer of Shares to IEPF
According to the provisions of section 124 of the Act, and Rules made
thereunder, the shares on which dividend has not been paid or claimed by shareholders for
seven consecutive years shall be transferred to Demat account of IEPF Authority.
Accordingly, 21,317 shares were transferred as per the requirements of IEPF Rules during
FY 2024-25.
39. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading in compliance with SEBI (Prohibition & Insider Trading) Regulation, 2015 duly
amended and approved at its board meeting with a view to regulate trading in securities by
the designated persons of the Company.
40. SECRETARIAL STANDARDS
The Institute of Company Secretaries of India has currently mandated
compliance with the Secretarial Standards on board meetings and general meetings. During
the year under review, the Company has complied with the applicable Secretarial Standards.
41. GREEN INITIATIVE
As part of our green initiative, the electronic copies of this Annual
Report including the Notice of the 32nd AGM are sent to all members whose email addresses
are registered with the Company / Registrar / Depository Participant(s). The Company
welcomes and supports the Green Initiative' undertaken by the Ministry of
Corporate Affairs, Government of India, enabling electronic delivery of documents
including the Annual Report, quarterly and half-yearly results, amongst others, to
Shareholders at their e-mail address previously registered with the DPs and RTA.
The requirement of sending physical copies of Annual Report to those
shareholders who have not registered their email addresses is dispensed with for Listed
Entities who would be conducting their AGMs upto September 30, 2025 vide SEBI Circular No.
SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024. In this respect the physical
copies are not being sent to the shareholders. The Company is sending letters to
shareholders whose e-mail addresses are not registered with Company/ Registrar/DP
providing the weblink of Company's website from where the Annual Report for FY
2024-25 can be accessed. The copy of the Annual Report would be available on the website
of the Company at www.smartlinkholdings.com. However, the Shareholders of the Company may
request physical copy of the Notice and Annual Report from the Company by sending a
request at company.secretary@smartlinkholdings.com in case they wish to obtain the same.
The Company is providing e-voting facility to all its members to enable
them to cast their votes electronically on business items set forth in the Notice. This is
pursuant to Section 108 of the Act, and Rule 20 of the Companies (Management and
Administration) Rules, 2014. The instructions for e-voting are provided in the AGM Notice.
42. ACKNOWLEDGEMENT
The Directors wish to convey their deep appreciation to all the
customers, vendors, dealers, distributors, resellers, bankers, investors, Goa Industrial
Development Corporation, State Industries, Electricity and other Government departments
for their sincere and dedicated services as well as their collective contribution to the
Company's performance.
The Directors also take this opportunity to thank the employees for
their dedicated service throughout the year.
For and on behalf of the Board of Directors |
|
K. R. Naik |
C.M. Gaonkar |
Executive Chairman |
Director |
DIN: 00002013 |
DIN: 00002016 |
Place: Mumbai |
Place: Mumbai |
Date: May 09, 2025 |
Date: May 09, 2025 |