Your Directors have pleasure in presenting before you the 26th Board Report on the Company's business and
operations, together with the audited standalone financial statements for the financial year ended
March 31, 2024.
Financial performance
The financial highlights (standalone) of the Company's operations are as follows:
|
Particulars
|
2023-24
|
2022-23
|
|
Total Income
|
6778.56
|
1587.58
|
|
Total Expenditure
|
7502.86
|
2103.06
|
|
Profit before Tax
|
(724.30)
|
(515.48)
|
|
Total Tax expenses
|
0
|
0
|
|
Profit after Tax
|
(724.30)
|
(515.48)
|
Performance
a) Operations
The total revenue of the Company for the financial year ended March 31, 2024 was Rs. 6732.85 lakhs as
compared to the previous year's total revenue of Rs. 1497.86 lakhs. During the FY 2023-24, the Company has a
net loss of Rs (724.30) lakhs as against the previous year's net loss of Rs. 515.48 lakhs.
b) Bio Diesel Division
In 2003, the Company forayed into the area of bio-diesel production, the ideal eco-friendly alternative to
conventional diesel. It has set up two plants - the first plant in Samsthan Narayanpur, Bhongiri, Telangana and
the second plant in APIIC-SEZ, Visakhapatnam, Andhra Pradesh.
> Samsthan Narayanpur, Nalgonda District, Telangana, India: - The plant was originally 30 TPD plant
and started restoration of the same. The new management of the Company has decided to add
additional facility with 100 TPD distillation Plant including esterification plant to cater to all the waste
vegetable oils and process to Biodiesel of highest quality and purity which can be sold at premium and at
ease.
The commercial production at this plant has been commenced from the month of August 2022 and the
Company is expecting decent revenue.
> Visakhapatnam SEZ Plant: The plant is completely integrated and designed at 250 TPD complex
Biodiesel plant with state-of-art technology which can handle any type of waste vegetable oils and can
produce the highest quality and purity of Biodiesel. The plant has distillation to get the highest standards
of Biodiesel scrupulously meeting the Export standards EN 14214.
The Company is in process of commencing the production at this plant.
Bio diesel Plant at Tondiarpet, Chennai
The 30 TPD Biodiesel plant for Indian Railways Organization for Alternate Fuels (IROAF), Ministry of Railways is
under implementation by the Company and is expected to commence the production soon.
c) ISP Division
Originally, the company was set up as an Internet Service Provider (ISP) and is the first private ISP to offer its
services across the state of Telangana & Andhra Pradesh in India. For over sixteen years, the company is
providing broadband internet services to up-market corporate clients and dial-up internet services to individual
customers with a market share of 10% in Telangana and Andhra Pradesh.
The Company presently provides internet services as a Licensed ISP. The Company Services include the following:
- Server Co-Location
- Leased Line services (Terrestrial and RF links)
- Broad band services
- Networking solutions
- Web hosting services
Change in the nature of business
There was no change in nature of the business of the Company during the financial year ended on March 31,
2024.
Secretarial Standards
Your Company has devised proper systems to ensure compliance with the provisions of all the 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, your Company has complied with the Secretarial
Standards issued by the Institute of Company Secretaries of India.
Share Capital
During the F.Y. 2023-24, the authorised share capital of the Company is Rs 75,00,00,000 (Rupees Seventy Five
Crores) divided into 7,50,00,000 equity shares of Rs 10/- each. The paid up equity share capital of the Company
as on date of this report is Rs. 45,00,00,000/- divided into 4,50,00,000 equity shares of Rs. 10/- each
Transfer to reserves
No amount was transferred to reserve during the year
Dividend
Your Board of Directors has not declared any dividend during the year.
Buy Back of shares
The Company has not bought back any of its securities during the financial year ended March 31, 2024.
Indian Accounting Standards (Ind AS)
The Company has adopted Indian Accounting Standards (Ind AS). The standalone financial statements of the
Company forming part of the Annual Report have been prepared and presented in accordance with all the
material aspects of the Indian Accounting Standards ('Ind AS') as notified under section 133 of the Companies
Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 and relevant amendment rules
issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").
Deposits
The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and
as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the
balance sheet.
Significant and material orders passed by the regulators
There are no significant or material orders passed by the Regulators / Courts which would impact the going
concern status of your Company and its future operations.
Material changes and commitments
There were no material changes and commitments, affecting the financial position of the Company between the
end of the financial year March 31, 2024, to which the financial statements relates and the date of signing of this
report.
Board of Directors
During the year under review, there was no change in the composition of the Board of Directors of the Company.
Key Managerial Personnel
During the year under review, Mr. Rohit Tibrewal had resigned from the office of the Company Secretary and
Compliance Officer effective January 16, 2024.
Declaration by the Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they
continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013,
rules made there under and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also
confirmed that they have complied with the Company's code of conduct.
Nomination and Remuneration Policy:
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the Listing
Regulations, the Nomination and Remuneration Committee has formulated a policy relating to the nomination
and remuneration for the Directors and the Key Managerial Personnel (KMP). The current policy is to have an
appropriate mix of executive, non-executive and independent directors to maintain the independence of the
Board and separate its functions of governance and management. The policy of the Company on directors'
appointment and remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The
detailed policy is available on the Company's website at www.sol.net.in
Board Evaluation
The parameters and the process for evaluation of the performance of the Board and its Committees have been
explained in the Corporate Governance Report.
Familiarisation Programme
In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details
of the familiarization programme of the Independent Directors are available on the website of the Company at
www.sol.net.in
Meetings of the Board of Directors
The Board of Directors of the Company duly met 7 (times) during the financial year. The intervening gap between
any two meetings was within the prescribed period.
Committees of the Board
We have in place all the Committees of the Board which are required to be constituted under the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in
this Board's Report.
Subsidiary, Associate and Joint Venture Companies
There are no Subsidiaries, Associates and Joint Ventures as at the end of the financial year March 31, 2024.
Statutory Auditors
At the 23rd AGM of the Company, the members approved appointment of M/s. Darapaneni & Co, Chartered
Accountants, Hyderabad having Firm registration number 000685S as Statutory Auditors of the Company for a
period of 5 years from the conclusion of that AGM till the conclusion of 28th AGM.
The Auditors' Report for FY 2023-24 does not contain any qualification, reservation or adverse remark. The
Report is enclosed with the financial statements in this Annual Report.
Internal Auditors
The Company has external firms of Chartered Accountants acting as internal auditors that reviews internal
controls and operating systems and procedures as per the scope of audit. The Internal Audit Reports of the
Company are reviewed by the Audit Committee on quarterly basis.
The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the Internal Auditors
of your Company every year in compliance with Section 138 of the Act read with the Companies (Accounts)
Rules, 2014.
The Board of Directors has reappointed Mr. Venkata Raghavendra Kumar Potharaju, Chartered Accountant as
Internal Auditor of the Company for the FY 2024-25. The recommendations of the internal audit team on
improvements required in the operating procedures and control systems are also presented to the Audit
Committee, for the teams to use these tools to strengthen the operating procedures.
Cost Audit
Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not applicable to the Company for the
financial year ended March 31, 2024.
Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and
outgo
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo
required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014 are provided in the Annexure-I forming part of this Report.
Statement showing the names of the top ten employees in terms of remuneration drawn and the name of
every employee
A statement showing the names of the top ten employees in terms of remuneration drawn and the name of
every employee is provided as Annexure II to this report.
Particulars of Employees
Disclosures with respect to the remuneration of Directors as required under Section 197 (12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the
information required pursuant to Section 197 (12) of the Act read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company
has been appended as Annexure-III to this Report.
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 had appointed M/s. CSB Associates, Practicing
Company Secretaries as Secretarial Auditors to conduct Secretarial audit of the Company for the FY 2023-24.
The Secretarial Audit Report issued by Mr. C Sudhir Babu, Proprietor of M/s. CSB Associates, Practicing Company
Secretaries in form MR-3 is enclosed as Annexure - IV to this Annual Report.
Corporate Social Responsibility (CSR)
During the year under review, the provisions of the section 135 of the Companies Act, 2013 are not applicable to
the Company.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis
Report highlighting the industry structure and developments, opportunities and threats, outlook, risks and
concerns etc. is annexed as Annexure-V of this Annual Report.
Corporate Governance
Pursuant to regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
report on Corporate Governance for the financial year ended March 31, 2024, is annexed hereto as Annexure-VI.
A Compliance certificate on Corporate Governance for the FY 2023-24, from a Practicing Company Secretary
confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate
Governance.
Statement containing additional information as required under Schedule V of the Companies Act, 2013
A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of
the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of this Annual
Report.
Risk Management
During the year, the risk assessment parameters were reviewed and modified. The audit committee reviewed the
element of risks and the steps taken to mitigate the risks. In the opinion of the Board, there are no major
elements of risk which have the potential of threatening the existence of the Company.
The audit committee provides the framework of Risk Management by describing mechanisms for the proactive
identification and prioritization of risks based on the scanning of the external environment and continuous
monitoring of internal risk factors.
Analysis of the risks identified is carried out by way of focused discussion at the meetings of the Board. The
robust governance structure has also helped in the integration of the Enterprise Risk Management process with
the Company's strategy and planning processes where emerging risks are used as inputs in the strategy and
planning process. Identified risks are used as one of the key inputs in the strategy and business plan.
Internal Financial Control Systems and their adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud,
error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of
reliable financial disclosures.
Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, including the audit of internal financial controls over financial reporting by the statutory auditors and
the reviews performed by management and the relevant board committees, including the audit committee, the
Board is of the opinion that the Company's internal financial controls were adequate and effective during
FY 2023-24. Please refer Internal control systems and adequacy" in the Management Discussion and Analysis
report.
Consolidated financial statements
The Company has prepared the financial statements for the financial year ended March 31, 2024 on standalone
basis, since there were no subsidiaries or associates of the Company as at the end of the FY 2023-24.
Whistle blower Policy/Vigil Mechanism
Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees to report concerns about unethical behaviour. The said
Policy provides for adequate safeguard against victimization of directors/employees who avail of such
mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No person has been
denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has been placed on website of
the Company and web link thereto is www.sol.net.in
During the year, there were no whistle blower complaints received by the Company.
Reporting of Fraud
During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported
any instances of frauds committed in the Company by its officers or employees to the Audit Committee under
Section 143(12) of the Companies Act, 2013 details of which need to be mentioned in this Report.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 will be
uploaded on the Company's website at www.sol.net.in
Prevention of Sexual Harassment of Women at Workplace
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance
with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has always provided a safe and harassment free workplace for every individual working in its
premises through various policies and practices. The company always endeavours to create and provide an
environment that is free from discrimination and harassment including sexual harassment. The Company has
been actively involved in ensuring that the employees are aware of the provisions of the POSH Act and rights
thereunder. In the year under review, the Company has not received any such complaint from any employee.
Particulars of Loans, Guarantees or Securities or Investments
The Company has not given loans / guarantees or made any investments during the year under review.
Related party transactions
All transactions entered with related parties for the year under review were on arm's length basis and in the
ordinary course of business. There were no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. All related party transactions are placed before the
Audit Committee and also before the Board for approval, where ever required. Prior omnibus approval of the
Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement
giving details of all related party transactions entered into pursuant to the omnibus approval so granted are
placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed
a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The
policy on Related Party Transactions as approved by the Board is uploaded on the Company's website
www.sol.net.in.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is
prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is
annexed herewith as Annexure-VII to this Report.
Human Resources
Employees are our most valuable assets and key to the success of your Company. We are committed to hiring
and retaining the best talent. We always strive towards collaborative, transparent and participative organization
culture, and reward individual contribution and innovation.
Insurance
The properties and assets of your Company are adequately insured.
Securities are Suspended from Trading
Trading in the shares of the Company was suspended by the stock exchange due to admission of the Company
for Insolvency Resolution Plan and later for Liquidation. As per NCLT Order, all the erstwhile shares of the
Company were extinguished and new shares were allotted on December 12, 2020 for which the Company
obtained listing approval from BSE on February 12, 2021 and in the process of obtaining trading approval from
BSE.
Directors' responsibility statement
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Directors’
Responsibility Statement, the Board of Directors of the Company hereby confirms:
1. in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
2. such accounting policies as mentioned in the notes to the financial statements have been selected and
applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the
statement of profit of the Company for that period;
3. proper and sufficient care has been taken 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;
4. the annual accounts for the year 2023-24 have been prepared on a going concern basis.
5. that the Directors, had laid down internal financial controls to be followed by the Company that such
internal financial controls were adequate and were operating effectively.
6. that system to ensure compliance with the provisions of all applicable laws were in place and were adequate
and operating effectively.
Cautionary Statement
Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in
the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations
may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending on the circumstances.
Acknowledgement
The Board of Directors takes this opportunity to place on record its appreciation to all the stakeholders of the
Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the support
received from them during the year under review. The Directors also wish to place on record their deep sense of
gratitude and appreciation of all the employees for their commitment and contribution towards achieving the
goals of the Company.
By Order of the Board
For Southern Online Bio Technologies Ltd
Place: Hyderabad
Date: September 03, 2024
Sd/- Sd/-
Dr. Devaiah Pagidipati Brijmohan Venkata Mandala
Managing Director Director
DIN:05147621 DIN:00295323
|