Dear Shareholders,
The Board of Directors hereby submits the 7th Annual report of the business
and operations of your Company ("the Company"), along with the Audited Financial
Statements, for the Financial Year ended on March 31, 2024.
Financial Highlights:
The Company s financial performance for the year ended on March 31, 2024 is summarized
below:
(Rs. in Lakhs)
Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
Revenue From Operations |
9039.82 |
6405.16 |
Other Income |
16.28 |
17.17 |
Total Income |
9056.10 |
6422.33 |
Less: Total expenditure before Finance cost, depreciation and
amortization |
7991.08 |
5305.84 |
Earnings before Finance cost, depreciation and amortization (EBITDA) |
1065.02 |
1116.49 |
Less: Depreciation |
387.61 |
496.96 |
Less: Finance Cost |
268.82 |
252.09 |
Profit Before Tax |
408.59 |
367.44 |
Less: Current Tax |
130.68 |
101.09 |
Less: Deferred tax Liability (Asset) |
-10.17 |
-7.06 |
Profit after Tax |
288.08 |
273.41 |
BUSINESS OVERVIEW:
Financial performance of the Company::
During the financial year 2023-24 the revenue from operation stood at Rs. 9039.82 Lakhs
as compare to Rs. 6405.16 Lakhs during the previous financial year 2022-23, revenue from
operations increased by 41.13% in Financial year 2023-24 as compared to Financial year
2022-23.
The Company has earned a Net Profit after Tax of Rs. 288.08 Lakh for the year under
review as compared to Net Profit of Rs. 273.41 Lakh in the previous financial year. The
profit of the Company increased about 5.37% as compared to previous financial year. The
increase in profit is due to increase in revenue from operations of the company as
compared to previous year.
Dividend:
With a view to conserve and save the resources for future prospects of the Company, the
Directors have not declared any dividend for the financial year 2023-24.
Transfer to General Reserve:
During the year, the Company has not apportioned any amount to other reserve. Total
amount of net profit is carried to the Reserves & Surplus as shown in the Balance
Sheet of the Company.
Change in Nature of Business:
During the year, the Company has not changed its business or object and continues to be
in the same line of business as per the main object of the Company.
Change in Share Capital:
Authorized Capital
The Present Authorized Capital of the Company is Rs. 18,00,00,000/- (Eighteen Crores
Only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten Only) /- each.
After closure of financial year 2023-24;
Authorized Capital of the Company increased from Rs. 10,10,00,000/- (Rupees Ten Crore
Ten lakh Only) divided into 1,01,00,000 (One Crore One Lac) Equity Shares of Rs. 10/-
(Rupees Ten Only) each to Rs. 18,00,00,000/- (Eighteen Crores Only) divided into
1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each via
Ordinary Resolution passed in Extra Ordinary General Meeting by the shareholders of the
Company on Monday ,August 05, 2024.
Issued, Subscribed & Paid-Up Capital
The present Paid-up Capital of the Company as on March 31, 2024 is Rs. 7,85,00,000/-
(Rupees Seven Crore Eighty-Five Lakh) divided into 78,50,000 (Seventy-Eight Lakh Fifty
Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.
After closure of financial year 2023-24
The board of Director in its meeting held on July 02, 2024 passed the resolution to
create, issue, offer and allot up to
52,00,000 (Fifty Two Lakh Only) warrants convertible into equity shares, at a price of
Rs. 67/- (Rupees Sixty Seven Only) each payable in cash ( Warrants Issue Price ),
aggregating to Rs. 34,84,00,000 (Rupees Thirty Four Crore Eighty Four Lakh Only),
convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company
of face value of Re. 10/- each at a premium of Rs. 57/- (Rupees Fifty Seven) per share in
one or more tranches on preferential basis ("Preferential Issue") to the
Proposed Allottees.
During the year under review, in the Extra-ordinary general meeting of Members of the
company held on August 05, 2024, passed the Special resolution to create, issue, offer and
allot upto 52,00,000 (Fifty Two Lakh Only) warrants convertible into equity shares, at any
time, in one or more tranches, within Eighteen (18) months from date of allotment of
warrants on payment of 75% balance amount due on warrants, into equivalent number of fully
paid up Equity Shares of face value of Rs.10/- (Rupees Ten only) at a price of Rs. 67/-
(Rupees Sixty Seven Only) per warrant each convertible into 1 (One) Equity share of face
value of Rs. 10/- each at a premium of Rs. 57/- (Rupees Fifty Seven) per warrant
aggregating to not more than Rs. 34,84,00,000 (Rupees Thirty Four Crore Eighty Four Lakh
Only) on preferential basis to the Proposed Allottees
Further, the Board of Directors decided to postpone the intended fundraising activity
via the preferential issue at their meeting held on August 20, 2024. Postponement of fund
raising activity is the consequence of a strategic review that is influencing our plans
and requirements for fundraising right now. Hence, we wish to inform you that the
Preferential Issue of 52, 00,000 Convertible Share Warrants hereby stands withdrawn for
the above-cited reasons
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
As on the date of this report, the Board comprises of the following Directors;
|
|
|
Total |
No. of Committee1 |
No. of |
Name of Director |
Category Cum Designation |
Date of Appointment at current term & designation |
Director Ships in other co.2 |
in which Director is Member |
in which Director is Chairman |
Shares held as on March 31, 2024 |
Mr. Ramji Shrinarayan Pandey |
Chairman and Managing Director |
December 27, 2021 |
2 |
1 |
|
2250000 Equity Shares |
Mrs. Seema Pandey |
Whole time Director |
December 27, 2021 |
1 |
- |
|
842000 Equity Shares |
Mr. Ketan Vallabhdas Modi |
Whole time Director |
December 27, 2021 |
- |
1 |
- |
1250000 Equity Shares |
Mr. Chintan Ashokbhai Mehta |
Non-Executive Independent Director |
January 04, 2023 |
1 |
4 |
1 |
- |
Mr. Vipulchandra |
Non-Executive |
January 04, |
|
|
|
|
Sureshchandra Acharya |
Independent Director |
2023 |
1 |
4 |
2 |
- |
Ms. Dipti Ketan Modi |
Non-Executive Director |
November 06, 2017 |
1 |
- |
- |
466000 Equity Shares |
Mr. Arpitkumar Ramjibhai Pandey* |
Additional (Executive) Director |
March 09, 2024 |
2 |
- |
- |
110000 Equity Shares |
Mr. Sonu Ramjibhai Pandey* |
Additional (Executive) Director |
March 09, 2024 |
1 |
- |
- |
110000 Equity Shares |
Mr. SubhrajitSukanta Chowdhury* |
Additional (Non- Executive Independent) Director |
March 09, 2024 |
- |
- |
- |
- |
1
Committee includes Audit Committee, and Shareholders Grievances Committee
across all Public Companies including our Company.
2
excluding Section 8 Company, Struck off Company, Amalgamated Company and
LLPs
*
Mr. Arpitkumar Ramjibhai Pandey, Mr. Sonu Ramji Pandey has been appointed as
Additional executive directors and Mr. Subhrajit Sukanta Chowdhury has been appointed as
Additional Non executive Independent director of the company w.e.f. March 09, 2024.
The composition of Board complies with the requirements of the Companies Act, 2013
("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from the requirement of having composition of Board as per Regulation
17 of Listing Regulations.
None of the Director of the Company is serving as a Whole-Time Director in any other
Listed Company and the number of their directorship is within the limits laid down under
section 165 of the Companies Act, 2013.
Disclosure by Directors:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR
8 and declaration as to compliance with the Code of Conduct of the Company.
Board Meeting
The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings are convened, as and when required to discuss and decide on
various business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 6 (Six) times as on
May 29, 2023, July 26, 2023; November 06, 2023; March 04, 2024; March 09, 2024; March 20,
2024 Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two
consecutive Board Meetings was not be more than 120 days.
The details of attendance of each Director at the Board Meetings are given below:
Name of Director |
Date of Original Appointment |
Date of Appointment at current term |
Date of Cessation |
Number of Board Meetings Eligible to attend |
Number of Board Meetings attended |
Mr. Ramji Shrinarayan Pandey |
September 29, 2017 |
December 27, 2021 |
- |
6 |
6 |
Mr. Seema Pandey |
September 29, 2017 |
December 27, 2021 |
- |
6 |
6 |
Mr. Ketan Vallabhdas Modi |
September 29, 2017 |
December 27, 2021 |
- |
6 |
6 |
Ms. Dipti Ketan Modi |
November 06, 2017 |
November 06, 2017 |
- |
6 |
6 |
Mr. Chintan Ashokbhai Mehta |
January 04, 2018 |
January 04, 2023 |
- |
6 |
6 |
Mr. Vipulchandra Sureshchandra Acharya |
January 04, 2018 |
January 04, 2023 |
- |
6 |
6 |
Mr. Arpitkumar Ramji Pandey* |
March 09, 2024 |
March 09, 2024 |
- |
1 |
1 |
Mr. Sonu Ramjibhai Pandey* |
March 09, 2024 |
March 09, 2024 |
- |
1 |
1 |
Mr. Subhrajit Sukanta Chowdhury* |
March 09, 2024 |
March 09, 2024 |
- |
1 |
1 |
The gap between two consecutive meetings was not more than one hundred and twenty days
as provided in section 173 of the Act.
*
Mr. Arpitkumar Ramjibhai Pandey, Mr. Sonu Ramji Pandey has been appointed as
Additional executive directors and Mr. Subhrajit Sukanta Chowdhury has been appointed as
Additional Non-executive Independent director of the company w.e.f. March 09, 2024.
GENERAL MEETINGS:
During the year under review, the following General Meetings were held, the details of
which are given as under:
Sr. No. |
Type of General Meeting |
Date of General Meeting |
1. |
Annual General Meeting |
22th August, 2023 |
Independent Directors:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on
March 31, 2024 the Company has Two Non-Executive Independent Directors in line with the
act. The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence
laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the
Company have registered themselves in the Independent Director Data Bank.
A separate meeting of Independent Directors was held on March 20, 2024 to review the
performance of Non-Independent Directors and Board as whole and performance of Chairperson
of the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board.
Information on Directorate:
During the year under review, there was following changes in constitution of the Board
of Directors of the Company.
Change in Board Composition
Changes in Board Composition during the financial year 2023-24 and up to the date of
this report is furnished below; a) Appointment of Directors during the financial year
2023-24: I. In the Board Meeting held on March 09, 2024;
? Mr. Arpitkumar Ramjibhai Pandey (DIN: 08043237) was appointed as an Additional
Executive Director on the Board of the company w.e.f. March 09, 2024 to hold office till
next Annual General Meeting of the Company or the last day on which the Annual General
Meeting should have been held, whichever is earlier.
? Mr. Sonu Ramjibhai Pandey (DIN: 08043264) was appointed as an Additional Executive
Director on the Board of the company w.e.f. March 09, 2024 to hold office till next Annual
General Meeting of the Company or the last day on which the Annual General Meeting should
have been held, whichever is earlier.
? Mr. Subhrajit Sukanta Chowdhury (DIN: 10517238) was appointed as an Additional
Non-Executive Independent Director on the Board of the company w.e.f. March 09, 2024 to
hold office till the conclusion of the Annual General Meeting or the last day on which the
Annual General Meeting should have been held whichever is earlier and subject to the
approval of the members in the Annual General Meeting, for appointment as an Independent
Director to hold office for a term upto 5 consecutive years.
b) Retirement by rotation and subsequent re-appointment:
? Mr. Ramji Shrinarayan Pandey (DIN: 02815473), Managing Director, is liable to retire
by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being
eligible have offered himself for reappointment.
Appropriate business for her re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of the Director and other
related information has been detailed in the Notice convening the ensuing AGM of the
Company.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations
and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of
the person seeking re-appointment/ appointment as Director are also provided in Notes to
the Notice convening the 7th Annual General meeting.
Key Managerial Personnel:
During financial year 2023-24, in accordance with Section 203 of the Companies Act,
2013, the Company has appointed following Key Managerial Personnels:
1. Mr. Ramji Shrinarayan Pandey as a Chairman & Managing Director of the Company
w.e.f. November 06, 2017.
2. Mr. Ketan Vallabhdas Modi and Mrs. Seema Pandey as Whole Time Directors of the
company w.e.f. November 06,
2017.
3. Mr. Manish Kumar Pandey as a Chief Financial officer of the Company w.e.f. November
06, 2017.
4. Ms. Archanaba Krunalsinh Gohil as a Company Secretary and Compliance officer of the
Company w.e.f. July 25, 2022.
Change in Registered office:
During the year, there was no change in Registered Office of the Company.
Performance Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Companies Act,
2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in the following manners;
? The performance of the board was evaluated by the board, after seeking inputs from
all the directors, on the basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc. ? The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. ? The board and the nomination and remuneration
committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. ? In addition, the chairman was also evaluated
on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of
non-independent directors, performance of the board as a whole and performance of the
chairman, taking into account the views of executive directors and non-executive
directors. Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.
Directors Responsibility Statement:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that: a) In preparation of annual accounts
for the year ended March 31, 2024, the applicable accounting standards have been followed
and that no material departures have been made from the same; b) The Directors had
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit or loss of
the Company for that year; c) The Directors had 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 had prepared the annual
accounts for the year ended March 31, 2024 on going concern basis; e) The Directors had
laid down the internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and 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.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various
committees, details of which are given hereunder.
A. Audit Committee:
The Company has formed audit committee in line with the provisions Section 177 of the
Companies Act, 2013.
Audit Committee meeting is generally held for the purpose of recommending the half
yearly and yearly financial result. Additional meeting is held for the purpose of
reviewing the specific item included in terms of reference of the Committee.
During the year under review, Audit Committee met 3 (Three) times viz on May 29, 2023;
July 26, 2023, November 06, 2023
The composition of the Committee and the details of meetings attended by its members
are given below:
|
|
|
Number of meetings during the financial year 2023-24 |
Name |
Category |
Designation |
Eligible to attend |
Attended |
Mr. Vipulchandra Sureshchandra Acharya |
Non-Executive Independent Director |
Chairperson |
3 |
3 |
Mr. Chintan Ashokbhai Mehta |
Non-Executive Independent Director |
Member |
3 |
3 |
Mr. Ramji Shrinarayan Pandey |
Managing Director |
Member |
3 |
3 |
The Statutory Auditors of the Company are invited in the meeting of the Committee
wherever requires. Company Secretary and Chief Financial Officer of the Company are the
regular invitee at the Meeting. Recommendations of Audit Committee, wherever/whenever
given, have been accepted by the Board of Directors.
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior actual or suspected fraud or violation of
Company s Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company at
https://www.sonuinfratech.com/policy.html
B. Stakeholder s Relationship Committee:
The Company has formed Stakeholder s Relationship Committee in line with the provisions
Section 178 of the Companies Act, 2013.
The Company has constituted Stakeholder s Relationship Committee mainly to focus on the
redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission /
Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend
Warrants; etc.
During the year under review, Stakeholder s Relationship Committee met 4 (Four) times
May 29, 2023, July 26, 2023, November 06, 2023 and March 09, 2024.
The composition of the Committee and the details of meetings attended by its members
are given below:
Name |
Category |
Designation |
Number of meetings during the financial year 2023-24 |
|
|
|
Eligible to attend |
Attended |
Mr. Chintan Ashokbhai Mehta |
Non-Executive Independent Director |
Chairperson |
4 |
4 |
Mr. Vipulchandra Sureshchandra Acharya |
Non-Executive Independent Director |
Member |
4 |
4 |
Mr. Ketan Vallabhdas Modi |
Whole-time director |
Member |
4 |
4 |
During the year, the Company had not received any complaints from the Shareholders.
There was no complaint pending as on March 31, 2024.
C. Nomination and Remuneration Committee:
The Company has formed Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act, 2013.
Nomination and Remuneration Committee meetings are generally held for identifying the
persons who are qualified to become Directors and may be appointed in senior management
and recommending their appointments and removal.
During the year under review, Nomination and Remuneration Committee met 3 (Three) times
July 26, 2023, March 09, 2024 and March 20, 2024.
The composition of the Committee and the details of meetings attended by its members
are given below:
Name |
Category |
Designation |
Number of meetings during the financial year 2023-24 |
|
|
|
Eligible to attend |
Attended |
Mr. Vipulchandra Sureshchandra Acharya |
Non-Executive Independent Director |
Chairperson |
3 |
3 |
Mr. Chintan Ashokbhai Mehta |
Non-Executive Independent Director |
Member |
3 |
3 |
Mrs. Dipti Ketan Modi |
Non-Executive Non- Independent Director |
Member |
3 |
3 |
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a
high-performance culture. It enables the Company to attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive Directors and Key Managerial
Personnel. Annual increments are decided by the Nomination and Remuneration Committee
within the salary scale approved by the members and are effective from April 1, of each
year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at https://www.sonuinfratech.com/policy.html.
Remuneration of Director:
The details of remuneration paid during the financial year 2023-24 to directors of the
Company is provided in Form MGT-7, which is available at website of the Company, i.e.
https://www.sonuinfratech.com/index.html.
Public Deposit:
The company has not accepted any deposits from the public. Hence, the directives issued
by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act,
2013 or any other relevant provisions of the Act and the Rules there under are not
applicable.
Particulars of Loans, Guarantees, Investments & Security:
Details of Loans, Guarantees, Investments and Security covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
Annual Return:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as
on March 31, 2024 is available on the Company s website i.e.
https://www.sonuinfratech.com/index.html.
TRANSACTIONS WITH RELATED PARTIES:
All the Related Party Transactions entered into during the financial year were on an
Arm s Length basis and in the
Ordinary Course of Business. No material significant Related Party Transactions (i.e.
exceeding 10% of the annual consolidated turnover as per the last audited financial
statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related
parties which may have a potential conflict with the interest of the Company at large,
were entered during the year by your Company. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form
AOC-2 is not applicable.
Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for
the transactions which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted were placed before the Audit Committee
and the Board of Directors for their approval on quarterly basis.
The details of the related party transactions for the financial year 2023-24 is given
in notes of the financial statements which is part of Annual Report. The Policy on Related
Party Transactions as approved by the Board of Directors is available on the website of
the Company at https://www.sonuinfratech.com/policy.html.
ALTERATION OF AOA
During the year under review, Company has passed Special resolution at the Annual
general meeting held on August 22, 2023 altered existing Article of Association of the
Company in the following manner:
(i) Substitution of Existing Article No. 16 (3) & (4) with following amended
Article No. 16 (3) & (4):
3. Every certificate shall be issued under the signature of two Directors or one
Director & the Company Secretary of the Company, and shall specify the shares to which
it relates and the amount paid-up thereon.
4. The certificate of title to shares and duplicates thereof when necessary shall be
issued under the signature of two Directors or one Director & the Company Secretary of
the Company or Authorized official(s) of the Company.
(ii) Substitution of Existing Article No. 88 (a) with following amended Article No. 88
(a):
The instrument appointing a proxy shall be in writing under the hand of the appointed
or of the attorney duly authorised in writing, or if the appointer is a Corporation,
either under the signature of any Director duly authorized by the Board or the Company
Secretary of the Company or under the hand of an officer or attorney so authorised. Any
person may act as a proxy whether he is a member or not.
(iii) Substitution of Existing Article No. 131 with following amended Article No. 131:
A The Board may appoint at any time and from time to time by a power of attorney under
the signature of Directors or the Company Secretary of the Company duly authorized by the
Board, any person to be the Attorney of the Company for such purposes and with such
powers, authorities and discretions not exceeding those vested in or exercisable by the
Board under these Articles and for such period and subject to such conditions as the Board
may from time to time think fit and any such appointment, may, if the Board thinks fit, be
made in favour of the members, or any of the members of any firm or company, or the
members, Directors, nominees or managers of any firm or company or otherwise in favour of
anybody or persons whether nominated directly or indirectly by the Board and any such
power of attorney may contain such provisions for the protection or convenience of persons
dealing with such attorney as the Board may think fit.
(iv) Deletion of the Article No. 156 and 157 along with its heading "Common
Seal", which are reproduced below:
Common Seal
156. The Board shall provide a common seal of the Company and shall have power from
time to time to destroy the same and substitute a new seal in lieu thereof. The common
seal shall be kept at the Registered Office of the Company and committed to the custody of
the Directors.
Affixture of Common Seal
157. The seal shall not be affixed to any instrument except by the authority of a
resolution of the Board or Committee and unless the Board otherwise determines, every deed
or other instrument to which the seal is required to be affixed shall, unless the same is
executed by a duly constituted attorney for the Company, be signed by one Director and the
Secretary in whose presence the seal shall have been affixed or such other person as may,
from time to time, be authorised by the Board and provided nevertheless that any
instrument bearing the seal of the Company issued for valuable consideration shall be
binding on the Company notwithstanding any irregularity touching the authority to issue
the same provided also the counter signature of the Chairman or the Vice Chairman, which
shall be sealed in the presence of any one Director and signed by him on behalf of the
Company.
(v) Substitution of Existing Article No. 201 with following amended Article No. 199:
Save as otherwise expressly provided in the Act or these Articles, a document or
proceeding requiring authentication by the Company may be signed by a Director, or the
Managing Director or an authorized officer of the Company.
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments, affecting the financial position of the
Company, have occurred between the ends of financial year of the Company i.e. March 31,
2024 to the date of this Report.
PARTICULAR OF EMPLOYEES:
The ratio of the remuneration of each director to the median of employees remuneration
as per Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.
In terms of Section 136 of the Act, the said annexure is open for inspection in
electronic mode for Members. Any shareholder interested in obtaining a copy of the same
may write to Company Secretary.
INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on 31st March, 2024 Company Does not have any Subsidiary, Associate and Joint
Venture Companies.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at the all workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate. The Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints.
During the financial year 2023-24, the Company has received nil complaints on sexual
harassment, The Policy on Anti Sexual Harassment as approved by the Board of Directors is
available on the website of the Company at https://www.sonuinfratech.com/policy.html.
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of energy i. The steps taken or impact on conservation of energy:
Company ensures that the operations are conducted in the manner whereby optimum
utilization and maximum possible savings of energy is achieved. ii. The steps taken by
the Company for utilizing alternate sources of energy:
No alternate source has been adopted.
iii.The capital investment on energy conservation equipment: No specific investment
has been made in reduction in energy consumption.
B. Technology absorption i. The effort made towards technology absorption: Not
Applicable.
ii. The benefit derived like product improvement, cost reduction, product development
or import substitution: Not Applicable
iii. in case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) Not Applicable
a) The details of technology imported: Nil. b) The year of import: Not
Applicable. c) Whether the technology has been fully absorbed: Not Applicable.
d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable. e) The expenditure incurred on Research and Development: Nil
f) Foreign Exchange Earnings & Expenditure:
i. Details of Foreign Exchange Earnings: NIL
ii. Details of Foreign Exchange Expenditure: NIL
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively. During the year under
review, the Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, New Delhi.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Though the various risks associated with the business cannot be eliminated completely,
all efforts are made to minimize the impact of such risks on the operations of the
Company. Necessary internal control systems are also put in place by the Company on
various activities across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the
resources. Apart from these internal control procedures, a well-defined and established
system of internal audit is in operation to independently review and strengthen these
control measures, which is carried out by a reputed firm of Chartered Accountants. The
audit is based on an internal audit plan, which is reviewed each year in consultation with
the statutory auditor of the Company and the audit committee. The conduct of internal
audit is oriented towards the review of internal controls and risks in its operations.
M/s. Raichura & Co., Chartered Accountant, Jamnagar (FRN: 126105W), the statutory
auditors of the Company has audited the financial statements included in this annual
report and has issued an report annexed as an Annexure B to the Audit Report of the
Company on our internal control over financial reporting as defined in section 143 of
Companies Act, 2013.
The audit committee reviews reports submitted by the management and audit reports
submitted by internal auditors and statutory auditor. Suggestions for improvement are
considered and the audit committee follows up on corrective action. The audit committee
also meets the statutory auditors of the Company to ascertain, inter alia, their views on
the adequacy of Internal control systems and keeps the board of directors informed of its
major- observations periodically. Based on its evaluation (as defined in section 177 of
Companies Act 2013), our audit committee has concluded that, as of March 31, 2024, our
internal financial controls were adequate and operating effectively.
CORPORATE GOVERNANCE:
Integrity and transparency are key factors to our corporate governance practices to
ensure that we achieve and will retain the trust of our stakeholders at all times.
Corporate governance is about maximizing shareholder value legally, ethically and
sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the
term. Our disclosures seek to attain the best practices in international corporate
governance. We also endeavor to enhance long-term shareholder value and respect minority
rights in all our business decisions.
As our company has been listed on Emerge Platform of National Stock Exchange Limited,
by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 the compliance with the corporate Governance provisions as specified in
regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para
C D and E of Schedule V are not applicable to the company. Hence Corporate Governance
Report does not form a part of this Board Report, though we are committed for the best
corporate governance practices.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Provisions pertaining to Corporate Social Responsibility of Section 135 of the
Companies Act, 2013 are not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 a review of the performance of the Company for the year
under review Management Discussion and Analysis Report is presented in a separate section
which is annexed to this Report as Annexure-B.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules
made thereunder, M/s. Raichura & Co., Chartered Accountant, Jamnagar (FRN: 126105W),
were appointed as Statutory Auditors of your Company at 4th Annual General
Meeting held on 30th November 2021, for the period of 5 consecutive years for a term till
the conclusion of 9th Annual General Meeting.
The Notes to the financial statements referred in the Auditors Report are
self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this
Annual Report. There has been no qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Report.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
INTERNAL AUDITOR:
Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s P. R.
Nakum & Associates (FRN: 0147034W), Jamnagar, as an Internal Auditor of the Company.
MAINTENANCE OF COST RECORD:
The Company is not required to maintain cost records as specified by the Central
Government as per Section 148(1) of the Act and the rules framed thereunder and
accordingly.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/INTERNAL AUDITOR:
There are no other significant/material orders passed by the Regulators, Courts,
Tribunals, Statutory and quasi-judicial body impacting the going concern status of the
Company and its operations in future.
The details of litigation on tax and other relevant matters are disclosed in the
Auditors Report and Financial Statements which forms part of this Annual Report.
SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act read with The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has
appointed M/s. Mittal V. Kothari & Associates, Practicing
Company Secretary, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of
the Company for the financial year 2023-24. The Secretarial Audit Report is annexed
herewith as Annexure-C to this Report.
There have been few common annotations reported by the above Secretarial Auditors in
their Report with respect to:
Sr. No. Compliance Requirement (Regulations/ Circulars /
Guidelines Including Specific Clause) |
Deviations |
Observations/ Remarks of the Practicing Company Secretary |
Reply by Management |
|
|
|
Delay was unintentional, to make all compliance within due date, UPSI
sharing entries into software got delayed. |
Regulation 3(5) & 3(6) SEBI |
Delay by Company in entering majority of |
Company has maintained internally Structured Digital Database in Digital
Software: for FY 2023-24 with adequate internal controls and checks such as time stamping
and audit trails to ensure non- tampering of the database. |
Management of Company will be more alert in making entries of |
1. (Prohibition of Insider Trading) Regulations, 2015. |
UPSI Sharing Entries in software (Structured Digital Database) |
However, there is a Delay by Company in entering Majority of
UPSI Sharing Entry in software. (Structured Digital Database) |
UPSI Sharing into software the same day on which UPSI is shared to any
Designated Persons. |
|
|
|
Company will arrange sessions to update all the designated Persons with
the provisions of the PIT Regulation |
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:
There are no proceedings initiated/ pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the Business of the Company.
WEBSITE:
Your Company has its fully functional website www.sonuinfratech.com which has been
designed to exhibit all the relevant details about the Company. The site carries a
comprehensive database of information of the Company including the Financial Results of
your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/
Codes, business activities and current affairs of your Company. All the mandatory
information and disclosures as per the requirements of the Companies Act, 2013, Companies
Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and also the non-mandatory information of Investors
interest / knowledge has been duly presented on the website of the Company.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
During the Financial Year 2023-24, there was no application made and proceeding
initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against your Company. As on the date of this report, there is no
application or proceeding pending against your company under the Insolvency and Bankruptcy
Code, 2016.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further 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;
(i) Issue of Equity Shares with differential rights as to dividend, voting or
otherwise;
(ii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS; (iii) There is no revision in the Board Report or Financial
Statement; (iv) Details relating to deposits covered under Chapter V of the Act; (v)
Annual Report and other compliances on Corporate Social Responsibility; (vi) No
significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company s operations in future;
APPRECIATIONS AND ACKNOWLEDGEMENT:
Your directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment during the year under review.
The Board places on record its appreciation for the support and co-operation your
Company has been receiving from its suppliers, distributors, retailers, business partners
and others associated with it as its trading partners. Your Company looks upon them as
partners in its progress and has shared with them the rewards of growth. It will be your
Company s endeavor to build and nurture strong links with the trade based on mutuality of
benefits, respect for and co-operation with each other, consistent with consumer
interests.
Your directors also take this opportunity to thank all Shareholders, Clients, Vendors,
Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued
support.