Your Directors have great pleasure in presenting the 5th Annual Report together with the
Audited Financial Statements of your Company for the Financial Year ended 31st March,
2024.
FINANCIAL HIGHLIGHTS
The financial performance of your company is stated hereunder-
(? in Lakhs)
|
Particulars
|
Standalone
|
Consolidated
|
|
Year
|
2023-24
|
2022-23
|
2023-24
|
2022-23
|
|
Revenue from operations
|
272.29
|
632.87
|
280.15
|
632.87
|
|
Other Income
|
20.29
|
15.59
|
20.13
|
15.59
|
|
Total Revenue
|
292.58
|
648.46
|
300.46
|
648.46
|
|
Earnings Before Interest, Depreciation,
Taxation and Amortization (EBITDA)
|
30.06
|
129.53
|
29.52
|
128.84
|
|
Interest and other Finance Cost
|
3.95
|
3.02
|
3.95
|
3.02
|
|
Depreciation & Amortization
|
21.89
|
14.18
|
21.89
|
14.18
|
|
Exceptional Items
|
-
|
-
|
-
|
-
|
|
Profit/Loss before Taxation (PBT)
|
4.22
|
112.33
|
3.68
|
111.64
|
|
Less: Tax Expense & Deferred Tax
|
3.65
|
33.94
|
3.65
|
33.94
|
|
Profit After Tax (PAT)
|
0.58
|
78.39
|
0.03
|
77.70
|
STATE OF COMPANY’S AFFAIRS AND OPERATIONS
The Company is engaged in the business of Software IT Consulting Services, IT Product /
Software Development, Software Training and Printing, Designing & Packaging Solutions.
During the Financial Year, your Company has reported total revenue of ?292.58 Lacs
against ?648.46 Lacs (Standalone) in the previous financial year and your Company has
reported total revenue of ?300.46 Lacs against ?648.46 Lacs (Consolidated) in the previous
financial year.
During the Financial Year, your Company has reported the net profit for the current
financial year ?0.58 Lacs against ?78.39 Lacs (Standalone) in the previous financial year
and ? 0.03 Lacs against ?77.70 Lacs (Consolidated) in the previous financial year.
CHANGE IN NATURE OF BUSINESS
During the year, there was no change in the nature of business of the Company and it
continues to concentrate on its current business.
AMOUNT TRANSFERRED TO RESERVES
The Company has not transferred any amount to the General Reserves for the financial year
under review.
DIVIDEND
Keeping the Company’s revival plans in mind, the Directors have decided not to
recommend dividend for the financial year 2023-24.
LISTING OF SHARES
The equity shares of the Company are listed on the Bombay Stock Exchange (SME)
Platform. The Company has paid the applicable annual listing fees to the Stock Exchanges
within the stipulated time.
DEMATERIALISATION OF EQUITY SHARES
As on March 31, 2024, 14,00,000 numbers of equity shares are held in dematerialized
form, which constitutes 100% of total shareholding.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
Pursuant to section 124 of the Companies Act, 2013 (“the Act”) read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (“The Rules”), all unpaid or unclaimed dividends are required to be transferred by the
Company to the Investor Education and Protection Fund (IEPF) established by the Central
Government, after completion of seven consecutive years from the date of transfer to
unpaid dividend account. Further, according to the Rules, the shares in respect of which
dividend has not been paid or claimed for seven consecutive years or more shall also be
transferred to the demat account of IEPF Authority.
The provisions of Section 124 & Section 125(2) of the Companies Act, 2013 do not apply
as there was no dividend amount which was declared and not paid.
SHARE CAPITAL
There is no change in the authorised, issued, subscribe and paid-up share capital during the
financial year.
The Authorised Share Capital of your Company as on 31st March, 2024 stood at ?
1,50,00,000 (Rupees One Crores Fifty Lakhs) divided into 15,00,000 equity shares of?
10/- each.
The Paid-up share capital of your Company as on 31st March, 2024 stood at ?1,40,00,000
(Rupees Once Crore Forty Lakhs Only) divided into 14,00,000 (Fourteen Lakhs) Equity
Shares of Rs. 10/- each, fully paid up.
Your Company has not issued any equity shares with differential rights, Sweat equity
shares, Employees’ Stock Options and did not purchase its own shares. Hence there is no
information to be provided as required under Rule 4 (4), Rule 8 (13), Rule 12 (9) and Rule
16 (4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 42 &62
of the Companies act 2013, respectively.
FINANCIAL STATEMENTS
The financial statement is prepared under the historical cost convention on the “Accrual
Concept” and Going Concern assumption of accountancy in accordance with the
generally accepted accounting principles in India and comply with the accounting standards
as prescribed by Companies (Accounting Standard) Rules, 2006 and with the relevant
provisions of the Companies Act, 2013 and rules made there under.
The estimate and judgement relating to the Financial Statements are made on a prudent
basis, so as to reflect in a true and fair manner, the form and substance of transactions and
reasonably present the Company’s state of affairs, profits and cash flows for the year ended
31st March, 2024.
DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING
The Company has not accepted any public deposits during the Financial Year ended March
31, 2024 and as such, no amount of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
Details of Deposits not in compliance with the requirements of the Act
Since the Company has not accepted any deposits during the Financial Year ended March
31, 2024, there has been no non-compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required
to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for
outstanding receipt of money/loan by the Company, which is not considered as deposits.
The Company complied with this requirement within the prescribed timelines.
CORPORATE GOVERNANCE
Robust corporate governance policies, informed risk management and a keen eye on
emerging opportunities underline our Governance approach. Continued focus on
stakeholder value-creation, best in Class disclosure methodology has been adopted. Your
Company has practiced sound Corporate Governance and takes necessary actions at
appropriate times for enhancing and meeting stakeholders’ expectations while continuing
to comply with the mandatory provisions and strive to comply non-mandatory requirements
of Corporate Governance. Your Company has complied with the requirements of the
Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as issued by Securities and Exchange Board of India and as amended
from time to time. It has given its deliberations to provide all the information in the Board’s
Report as per the requirements of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as a matter of prudence and
good governance.
Report on Corporate Governance Practices and the Auditors Certificate regarding
compliance of conditions of Corporate Governance and certification by CEO/Whole time
Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.
COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
formulation of certain policies for all the listed companies. All the policies are available on
the Company's website i.e., www.ekennis.com The policies are reviewed periodically by
the Board and updated based on need and new compliance requirements.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
Your Company has adopted the Code of Conduct in terms of the SEBI (Prohibition of
Insider Trading) Regulations, 1992, to regulate, monitor and report trading by designated
persons towards prevention of Insider Trading. Further, in accordance with the provisions
of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of
Directors of the Company has duly approved and adopted the code of practices and
procedure for fair disclosure of Un-published Price Sensitive Information and formulated
the Code of Conduct of the Company.
The code is applicable to Directors, Employees, Designated Person and other connected
persons of the Company; the aforesaid code of conduct for prevention of Insider Trading is
duly placed on the Website of the Company at https://www.ekennis.com/corporate-polices
Pursuant to the Internal Code of Conduct for Prevention of Insider Trading as framed by
the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended),
the trading window closure(s) are intimated in advance to all the designated person and
during the said period, the Board of Directors and concerned persons are not permitted to
trade in the securities of the company.
RISK MANAGEMENT POLICY
The Audit Committee has oversight in the area of financial risks and controls. The major
risks identified by the businesses and functions are systematically addressed through
mitigating actions on a ongoing basis. The policy for risk management is available on the
Company's website at https://www.ekennis.com/corporate-polices
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 on Corporate Social
Responsibility is not applicable to the Company.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The Company has Zero Tolerance towards sexual harassment at workplace and has adopted
a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and rules framed thereunder that provides a mechanism for the resolution,
settlements or prosecution of acts or instances of sexual harassment at workplace and to
ensure that all employees are treated with respect and dignity. All employees
(Permanent/Contractual/Temporary/Trainees/Interns) are covered under this policy. The
policy is gender neutral.
The policy on prevention of sexual harassment at workplace was adopted on 22nd January,
2022 and amended as on 15th February, 2023.
During the year under review, no Complaints with allegations of Sexual Harassment were
received by the Company. A copy of the policy is placed on the website of the Company at
https://www.ekennis.com/corporate-polices
Internal Complaint Committee
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Members of Committee duly constituted are
tabulated below: -
|
Name of the Members
|
Designation
|
|
Ms. Mamatha N
|
Presiding Officer - Administrative Officer
|
|
Ms. Chandra Kala Sharma
|
Member - External Expert from NGO
|
|
Ms. Tejaswi Agarwal
|
Member - (Company Secretary & Compliance
Officer)
|
|
Ms. Rama Praba
|
Member - (HR Manager)
|
|
Mr. Vikas Sharma
|
Member - Chief Executive Officer (CEO)
|
The following is the summary of sexual harassment complaints received and disposed
during the calendar year.
• No. of complaints received: Nil
• No. of complaints disposed of: Nil
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3)(c) & 134(5) of the Companies Act, 2013, your
Directors to the best of their knowledge and ability, hereby confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation related to material departures;
2. Appropriate accounting policies have been selected and applied consistently and
judgements and estimates that are reasonable and prudent have been made so as to give
a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of
the Profit of the Company for the year ended on 31st March, 2024;
3. Proper and sufficient care has been taken, for the maintenance of adequate accounting
records in accordance with the provisions of this Act, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. The Directors have laid down internal financial Controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and
6. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Based on the internal financial control framework, audit procedure and compliance system
as established and maintained by the Company. The Board is of the opinion that the
Company’s internal financial controls were adequate and effective during the financial year
2023-24.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATIOIN
Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, the
Nomination and Remuneration policy of the Company which lays down the criteria for
determining qualifications, competencies, positive attributes and independence for
appointment of Directors and Policies of the Company relating to remuneration to
Directors, KMP and other employees is available on the Company’s website at
https://www.ekennis.com/corporate-polices
NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES
None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgement of the Board may affect the
independence of the Directors.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
i) Appointments/ Re-appointments:
a. The Board of Directors in its meeting held on 22nd September, 2023 appointed Ms.
Tejaswi Agarwal as Company Secretary cum Compliance Officer (CS) of the
Company (designated as Key Managerial Personnel).
b. Ms. Sonali, resigned with effect from 14th September, 2023 from the designation of
Company Secretary cum Compliance Officer (CS) of the Company designated as
Key Managerial Personnel.
ii) Declaration by Directors:
The Company has received declarations from all the Directors of the Company
confirming that:
a. each Independent Directors meet the criteria of independence as prescribed under
section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015; and
b. each Independent Director have registered their names in the Independent
Directors’ Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 and amendments
thereto.
c. None of the Directors of the Company is disqualified for being appointed as
Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
iii) Retirement by Rotation:
Pursuant to the provisions of Section 152(6) and other applicable provisions of the
Companies Act, 2013 and Articles of Association of the Company, Ms. Ruchita Joshi
(DIN: 09366575), Non-Executive Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible has offered for her re¬
appointment.
iv) Appointment & Resignation of Whole-time Key Managerial Personnel (KMP)
During the year under review following were appointed as the Whole time Key
Managerial Personnel (KMP) of the Company. The KMP of the Company as on 31st
March, 2024 are as follows: -
i. Ms. Manisha Sharma - Managing Director and Chairperson
ii. Mr. Vikas Sharma - Chief Executive Officer
iii. Mr. Vidhya Sagar Sharma - Chief Financial Officer
iv. Ms. Tejaswi Agarwal - Company Secretary (w.e.f. 22.09.2024)
Ms. Sonali, Company Secretary of the Company had resigned from the office of Company
Secretary and Compliance Officer of the Company with effect from close of business hours
of 14th September, 2023. The Board placed on record sincere appreciation for the services
rendered by Ms. Sonali.
None of the Directors of the Company are disqualified as per section 164(2) of the
Companies Act, 2013 and rules made thereunder or any other provisions of the Companies
Act, 2013. The Directors have also made necessary disclosures to as required under
provisions of section 184(1) of the Companies Act, 2013.
All members of the Board of Directors and senior management personnel affirmed
compliance with the Company’s Code of Conduct policy for the financial year 2023-24.
PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
The details of remuneration of Directors, Key Managerial Personnel and employees of the
Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
has been set out as Annexure - A to this Report, attached hereto.
AUDITORS AND THETR REPORTS
(i) Statutory Auditors:
M/s. AY & Co. (FRN: 020829C) has been appointed by the Board of Directors in its
meeting held on 30th October, 2021, the same approved by the shareholders of the
Company in its 2nd Annual General Meeting held on 5th November, 2021, for a period of 5
(Five) years and would hold the office of Auditors till the conclusion of the 7th Annual
General Meeting of the Company to be held for the financial year 2026-27.
The observations, if any, made by the Statutory Auditors in their Auditors Report together
with the notes to accounts, as append thereto are self-explanatory and hence does not call
for any further explanation. The Auditors’ Report does not contain any qualification,
reservation, adverse remark or disclaimer.
During the Financial Year 2023-24, the Auditors have not reported any fraud under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.
(ii) Secretarial Auditor:
Mr. Varun Agarwal (Membership No. A53286, Peer Reviewed 3536/2023), Practicing
Company Secretary, continued to be the Secretarial Auditor of the Company to carry out
the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013,
Secretarial Audit Report MR-3, as provided by Mr. Varun Agarwal, Practicing Company
Secretary is annexed to this Report as “Annexure B”
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
(iii) Internal Auditors:
M/s. Mahata Agarwal & Associates, Company Secretary continued to be the Internal
Auditors of the Company under the provisions of section 138 of the Companies Act, 2013
for conducting the internal audit of the Company for the Financial Year 2024-25.
The Company has received Consent Letter from M/s. Mahata Agarwal & Associates,
Company Secretary, for their re- appointment as the Internal Auditors of the Company for
the Financial Year 2024-25 and the Board has re-appointed them accordingly.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, an Annual Return in Form MGT-7 is
placed on the website of the Company at www.ekenni s .com
COMPANY’S WEBSITE
Your Company has developed and maintained its fully functional website
www.ekennis.com which has been designed to exhibit the Company’s businesses up-front
on the home page and 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, Directors’ & Corporate Profile, details of Board
Committees, Corporate Policies, 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.
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report
for the year under review forms the part of this report and is marked as Annexure - ‘C’.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
Information related to Conservation of Energy, Research & Development, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of
the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are given in
the “Annexure-D” as attached hereto and forming part of this Report.
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following
activities:
1. Issue of sweat equity share: The Company has not issued any sweat equity shares
during the year under review and hence no information as per provisions of Section
54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014.
2. Issue of shares with differential rights: The Company has not issued any shares with
differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act
read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
3. Issue of shares under Employee’s Stock Option Scheme: The Company has not
issued any equity shares under Employees Stock Option Scheme during the year under
review and hence no information as per provisions of Section 62(1) (b) of the Act read with
Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.
4. Non-Exercising of Voting Rights: During the year under review, there were no
instances of non-exercising of voting rights in respect of shares purchased directly by
employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of its
shares: The Company did not purchase or give any loans for purchase of its shares.
6. Buy-Back shares: The Company did not buy-back any shares during the period under
review.
7. Reduction of Share Capital of the Company: During the year under review, there
were no such instances.
8. Preferential Allotment of Shares: The Company did not allot any shares on
preferential basis during the period under review.
MEANS OF COMMUNICATION:
The Company has always promptly reported all material information including
quarterly/half-yearly and event-based disclosures within due timeline to the Stock
Exchange where the securities of the Company are listed.
The Company's website address is https://www.ekennis.com/ . The website contains basic
information about the Company and such other details as required under the SEBI (LODR)
Regulations, 2015 and other applicable and mandatory regulations. The Company ensures
periodical updation of its website. The Company has designated the email-id
info@ekennis.com to enable the shareholders to register their grievances.
The Ministry of Corporate Affairs, Government of India (MCA) has, by its Circular dated
21st April, 2011 announced a "Green Initiative in the Corporate Governance” by allowing
paperless compliance by companies. In terms of the said Circular, service of
notice/documents by a Company to its Shareholders required to be made under the
provisions of the Companies Act, 2013 can be made through the electronic mode.
In line with the above initiative of the MCA, the Company proposes to send documents
such as the Notice of the Annual General Meeting, audited Financial Statements, Boards’
Report, Auditors’ Report, Postal Ballots etc., henceforth to all its esteemed Shareholders,
including your good self, in electronic form, through e-mail. Please note that these
documents will also be available on the Company's website www.ekennis.com
Upon receipt of a requisition from shareholders, the Company will supply a printed copy of
the Annual Report by post.
To facilitate the same, the Company requests to furnish your e-mail ID, quoting the folio
number/DPID/Client ID to our Registrar and Share Transfer Agent and a copy to Company
at the following address:
Skyline Financial Services Private Limited E kennis Software Service Limited
D - 153A, First Floor, Okhla Industrial Area, No 1 and 2 Second Floor Neeladri Circle,
Phase - 1, New Delhi - 110 020, India. Doddathogur Vill Bangalore South,
Karnataka
Tel. No.: 011- 4045 0193/ 97 Tel.No.: 080 - 4114 - 5095
Email: compliances@skylinerta.com Email: info@ekennis.com
Website: www.skylinerta.com Website: www.ekennis.com
DISCLOSURES AS PER APPLICABLE ACT; LISTING AGREEMENT / SEBI
(LODR) REGULATIONS, 2015
i) Related Party Transactions:
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and at arm's length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions. All contracts /
arrangements / transactions with related parties are placed before the Audit Committee
and also the Board, as may be required, for approval.
The policy on Materiality of Related Party Transactions and also on dealing with
related party transactions as approved by the Audit Committee and the Board of
Directors are displayed on the Company's website https://www.ekennis.com/corporate-
polices
Details of contracts / arrangements / transactions with related parties are given in the
notes to the financial statements.
ii) Number of Board Meetings:
During the financial year ended March 31, 2024, 5 (Five) Board Meetings were held
26.05.2023, 10.08.2023, 22.09.2023, 03.11.2023 and 15.02.2024.
The Meetings of the Board are held at regular intervals with a time gap of not more
than 120 days between two consecutive Meetings in terms of the Regulation 17(2) of
Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchanges, Secretarial Standards and
the provision of Companies Act, 2013. The Notice and Agenda of the Meetings were
circulated to Directors in advance. Minutes of the Meetings of the Board of Directors
were circulated amongst the Directors for their perusal.
During the financial year 2023-24, there were no resolutions passed through circulation.
The attendance details of each Director at the Board Meetings held during their tenure
is given herein below:
|
Sl.
No.
|
Name of Directors
|
Designation
|
No. of
meeting held
|
No. of meetings
attended
|
|
1
|
Manisha Sharma
|
Managing
Director
|
5
|
5
|
|
2
|
Ruchita Joshi
|
Non-Executive
Director
|
5
|
5
|
|
3
|
Urvashi Upadhyay
|
Independent
Director
|
5
|
5
|
|
4
|
Shilpi Sharma
|
Independent
Director
|
5
|
2
|
|
5
|
Uma Krishnan
|
Independent
Director
|
5
|
3
|
iii) Board Evaluation
Evaluation of all Board members is performed on an annual basis. The evaluation is
performed by the Board, Nomination and Remuneration Committee and Independent
Directors with specific focus on the performance and effective functioning of the Board
and Individual Directors.
In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies
Amendment Act, 2017 the Company adopted the recommended criteria by Securities
and Exchange Board of India.
The Directors were given evaluation forms for the following:
i) Board/Committee Evaluation
ii) Evaluation criteria for independent directors (ID)
iii) Individual peer review
The Directors were requested to give following ratings for each criterion:
• 01 - indicating minimum positive.
• 05 - indicating maximum positive.
• 00 - indicating where the particular criterion is not applicable or Director does
not have enough knowledge or information.
The Directors have sent the duly filled forms to the Board. Based on the evaluation done by
the Directors, the Committee has prepared a report and submitted the Evaluation Report.
Based on the report, the Board of Directors has informed the rankings to each Director and
also informed that the performance of Directors is satisfactory and they are recommended
for continuation as Directors of the Company.
iv) Audit Committee:
a) The composition of the Audit Committee and the attendance of each member of
the Audit Committee are given below:
There was no change in the constitution of the committee during the financial year
2023-24, in compliance with the relevant provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of Ms. Uma Krishnan, Independent Director being the
Chairperson and Ms. Urvashi Upadhyay, Independent Director and Ms. Manisha
Sharma, Managing Director being the member of the Committee as on March 31, 2024.
During the financial year ended as on March 31, 2024, 4 (Four) Audit Committee
meeting was held i.e. 26.05.2023, 01.08.2023, 03.11.2023 and 15.02.2024. The
attendance details of each member at the Audit Committee meetings are given below:
|
Sl.
No.
|
Name of
Directors
|
Designation
|
Category
|
No. of
meeting
held
|
No. of
meetings
attended
|
|
1.
|
Uma Krishnan
|
Chairperson
|
Independent
Director
|
4
|
4
|
|
2.
|
Manisha Sharma
|
Member
|
Whole Time
Executive Director
|
4
|
4
|
|
3.
|
Urvashi Upadhyay
|
Member
|
Independent
Director
|
4
|
4
|
b) Recommendation by Audit Committee:
The Audit Committee generally makes certain recommendations to the Board of
Directors of the Company during their meetings held to consider any financial results
(Unaudited and Audited) and such other matters placed before the Audit Committee as
per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from time to time. During the year under review, the
Board of Directors has considered all the recommendations made by the Audit
Committee and has accepted and carried on the recommendations suggested by the
Committee to its satisfaction. Hence there are no recommendations unaccepted by the
Board of Directors of the Company during the year under review.
v) Nomination & Remuneration Committee:
a) The Composition of the committee, meetings and attendance during the year:
There was no change in the constitution of the committee during the financial year 2023¬
24, in compliance with the relevant provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of Ms. Uma Krishnan, Independent Director being the
Chairperson and Ms. Urvashi Upadhyay, Independent Director and Ms. Ruchita Joshi,
Non-Executive Director being the members of the Committee as on March 31, 2024.
In the financial year ended as on March 31, 2024, 4 (four) Nomination & Remuneration
Committee meeting was held viz. 26-05-2023, 22-09-2023, 03-11-2023 and 15-02-2024.
The attendance details of each member at the Nomination & Remuneration Committee
meetings are given below:
|
Sl.
No.
|
Name of Directors
|
Designation
|
Category
|
No. of
meetings
held
|
No. of
meetings
attended
|
|
1.
|
Uma Krishnan
|
Chairperson
|
Independent
Director
|
4
|
4
|
|
2.
|
Ruchita Joshi
|
Member
|
Non-Executive
Director
|
4
|
4
|
|
3.
|
Urvashi Upadhyay
|
Member
|
Independent
Director
|
4
|
4
|
vi) Stakeholders’ Relationship Committee:
a) The Composition of the committee, meetings and attendance during the year:
There was no change in the constitution of the committee during the financial year 2023¬
24, in compliance with the relevant provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of Ms. Urvashi Upadhyay, Independent Director being the
Chairperson and Ms. Uma Krishnan, Independent Director and Ms. Ruchita Joshi, Non¬
Executive Director being the members of the Committee as on March 31, 2024.
In the financial year ended as on March 31, 2024, 2 (Two) Stakeholders’ Relationship
Committee meeting was held viz. 26-05-2023 and 03-11-2023. The attendance details of
each member at the Stakeholders’ Relationship Committee meetings are given below:
|
Sl.
No.
|
Name of
Directors
|
Designation
|
Category
|
No. of
meeting
held
|
No. of
meetings
attended
|
|
1.
|
Uma Krishnan
|
Member
|
Independent
Director
|
2
|
2
|
|
2.
|
Ruchita Joshi
|
Member
|
Non-Executive
Director
|
2
|
2
|
|
3.
|
Urvashi Upadhyay
|
Chairperson
|
Independent
Director
|
2
|
2
|
b) Name and Designation of the Compliance Officer:
Ms. Sonali, Company Secretary -Resigned w.e.f. 14th September, 2023
Ms. Tejaswi Agarwal, Company Secretary -Appointed w.e.f. 22nd September, 2023
c) Details of Shareholders complaints during the financial year:
|
Number of shareholders’
|
Number of complaints not
|
Number of pending
|
|
complaints received
|
solved to the satisfaction of
|
Complaints
|
|
during the financial year
|
shareholders
|
|
|
NIL
|
NIL
|
NIL
|
vii) Nomination, Remuneration and Evaluation Policy:
The Company has laid down a Nomination, Remuneration and Evaluation Policy, in
compliance with the provisions of the Companies Act, 2013 read with the Rules made
therein and Regulation 19 read with Part D of Schedule II of Securities & Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing
Agreement entered with the Stock Exchanges (as amended from time to time). This Policy
is formulated to provide a framework and set standards in relation to the following:
a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP)
and Senior Management Executives of the Company.
b. Remuneration in any form payable to the Directors, KMPs and Senior Management
Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and independence of a
director.
There was no change in the Nomination Remuneration and Evaluation Policy during the
financial year 2023-24, in compliance with the relevant provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
viii) Vigil Mechanism:
The Company has a robust vigil mechanism through its Whistle Blower Policy approved
and adopted by Board of Directors of the Company in compliance with the provisions of
Section 177(10) of the Act and Regulation 22 of the Listing Regulations
The Company has adopted a Whistle Blower Policy, which provides a formal mechanism
for all Directors and employees of the Company to approach the Management of the
Company (Audit Committee in case where the concern involves the Senior Management)
and make protective disclosures to the Management about unethical behavior, actual or
suspected fraud or violation of the Company's code of conduct or ethics policy. The
Company is committed to adhere to highest possible standards of ethical, moral and legal
business conduct and to open communication and to provide necessary safeguards for
protection of Directors or employees or any other person who avails the mechanism from
reprisals or victimization, for whistle blowing in good faith.
The policy on Vigil Mechanism and Whistle Blower Policy is available on the website of
the Company at https://www.ekennis.com/corporate-polices
ix) Risk Analysis:
The Company has in place a mechanism comprising of regular audits and checks to inform
the Board members about the Risk assessment and mitigation plans and periodical reviews
to ensure that the critical risks are controlled by the executive management. Major risks
identified are systematically addressed through risk mitigation actions on a continuing
basis.
x) Internal Financial Control:
The Company has an adequate system of internal control in place. It has documented
policies and procedure covering all financial and operating functions. These controls have
been designed to provide a reasonable assurance with regards to maintaining of proper
accounting control for ensuring reliability of financial reporting, monitoring of operation
and protecting assets from unauthorized use or losses, compliance with regulation. The
Company has continued its efforts to align all its processes and control with global best
practices.
xi) Disclosure Relating to Material Variations:
As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, there are no significant material variances noted in the Company.
xii) Loans, Guarantees and Investments:
During the year under review, your Company has not been investing and deploying its
surplus funds in Securities which were within the overall limit of the amount and within the
powers of the Board as applicable to the Company in terms of section 179 and 186 of the
Companies Act, 2013, so there are no particulars of all such loans, guarantees and
investments to be entered in the register maintained by the Company for the purpose.
xiii) Material changes and commitment if any affecting the financial position of
the company occurred between the end of the financial year to which this financial
statement relate and the date of the report
Effective July 19, 2024, your company has closed its Wholly Owned Subsidiary, Ekennis
Software and Packaging Solution Inc., located in the State of Delaware, USA. This closure
has been duly communicated to the stock exchange within the required timeframe.
Ms. Shilpi Sharma, Independent Director of the Company, resigned from her position
effective at the close of business on May 21, 2024.
No other material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this financial statement
relate on the date of this report.
xiv) Subsidiaries, Associates or Joint Ventures:
The consolidated financial statements presented by the Company include financials of its
Wholly Owned Subsidiary Company situated in Delaware, United States of America, M/s.
Ekennis Software & Packaging Solution Inc. prepared in compliance with the applicable
Accounting Standards.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient features of the financial statements
of Wholly Owned Subsidiary is given in Form AOC-1, which forms part of the
consolidated financial statement and is attached to this report as Annexure-E
xv) Cost Records:
The Central Government has not specified maintenance of cost records under sub-section
(1) of Section 148 of the Act, in respect of Company’s services. Accordingly, the
provisions of clause 3(vi) of the Order are not applicable.
SECRETARIAL STANDARDS
The company is in compliance with Secretarial Standards SS-1 and SS-2 issued by The
Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meeting.
HEALTH. SAFETY AND ENVIRONMENT PROTECTION
Your Company has complied with all applicable environment laws and labor laws. The
Company has been taking all the necessary measures to protect the environment and
maximize worker protection and safety. The Company's policy requires conduct of
operation in such a manner so as to ensure safety of all concerned, compliance of
environment regulations and preservation of natural resources.
INDUSTRIAL RELATIONS
The industrial relation during the year 2023-24 had been cordial. The Directors take on
record the dedicated support received from its agents, dealers, suppliers and significant
efforts made by the Officers, Staff and Workers towards the progress of the Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE
There have been no significant & material orders passed by Regulators / Courts / Tribunals
impacting going concern status and Company’s operations in future.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER
THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (IBC)
There is no application filed for Corporate Insolvency Resolution Process, by a financial or
operational creditor or by the company itself under the IBC before the NCLT.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS
AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from
banks and financial institutions.
FAILURE TO IMPLEMENT ANY CORPORATE ACTION
There were no such events took place during the year under consideration.
INSURANCE
The properties and assets of your Company are adequately insured.
ANNEXURES FORMING A PART THE BOARD’S REPORT
The Annexures referred to in this Report and other information which are required to be
disclosed are annexed herewith and form a part of this Report:
|
Annexure
|
Particulars
|
|
A
|
Managerial remuneration and particulars of Employees
|
|
B
|
Secretarial Audit Report - MR-3
|
|
C
|
Management Discussions & Analysis Report (MDAR)
|
|
D
|
Particulars of conservation of energy, research & development, technology
absorption, foreign exchange earnings and outgo
|
|
E
|
Details of Subsidiary Company in Form AOC-1
|
|
F
|
Other Disclosure
|
ACKNOWLEDGEMENT
Your Board take this opportunity to offer their sincere thanks to the Company's Bankers,
Central and State Government Authority, Shareholders and all other stakeholders during
the year under review, Legal Advisers, Consultants, assistance and co-operation received
from the Financial Institutions, Banks, and others all Business Associates, Customers for
their valuable assistance and continued support to the Companies. Your directors also wish
to place on records their sincere appreciation of dedicated efforts by the staff and
employees for their committed services, exemplary professionalism and enthusiastic
contribution during the year for the Company.
Registered Office:
Site No.39, Katha No.74/2 situated at
Chaitra Meadows Mylasandra village,
Begur Hobli, Bangalore South-
560076, Karnataka, India.
By Order of Board of Directors
For, Ekennis Software Service Limited
Sd/- Sd/-
Manisha Sharma Ruchita Joshi
Chairperson & Managing Director Director
Date: 09.08.2024 DIN: 08377458 DIN: 09366575
|