TO THE MEMBERS OF THE COMPANY
Your Directors feel great pleasure in presenting 07th Annual Report on the business and operations of the Companytogether with the Audited Financial Statements for the year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
2. REVIEW OF OPERATIONS AND FUTURE PROSPECTS
On standalone basis, your company during the year under review has reported total revenue of Rs. 3667.42 Lakhs which is comparatively significant than last year's total revenue of Rs. 1516.84 Lakhs. The net Loss of the year under review is amounting to Rs. - 36.45 Lakhs as against Profit of Rs. 246.66 Lakhs reported in the Previous Year.
Further during the Year 2023-24, Tridhya Tech Limited has acquired the business and operations of software development companies i.e. Codup Technologies Private Limited & Tableflow Tech Private limited.
On a Consolidation basis, Total Revenue of the Company during the Financial Year under review is Rs. 3527.76 Lakhs. The Consolidated Profit after tax for the Financial Year under review is amounting to Rs. 3.84 Lakhs. Moreover, your directors are continuously looking for new avenues for future growth of the company and expect growth with introduction of better and varied product lines and accessories.
3. RESERVES AND SURPLUS (Rs. In Lakhs):
The company has reserves and surplus of Rs. 2341.27 lakhs in the present financial year (FY 2023-24) as against the Reserve and Surplus of Rs. 367.99 lakhs during the previous financial year (FY 2022-23).
4. CHANGE IN MANAGEMENT
In view of the appointments and resignation of Directors in the Board of the Company, following is the revised Composition of the Board;
5. DIVIDEND AND RESERVES
With a view to conserve the resources for future business operations of the Company and to develop and diversify the existing business, your directors have not recommended any Dividend for the Financial Year 2023-24. Your Company has transferred the entire profit available for appropriation for the current Financial Year to the GeneralReserve.
6. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, there is no unclaimed/unpaid dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.
7. SHARE CAPITAL OF THE COMPANY
The authorized Share Capital of the Company is 24,00,00,000 (Rupees Twenty-Four Crore Only) divided into 2,39,00,000 (Two Crore Thirty-Nine Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each and 1,00,000 (One Lakh) preference Shares of Rs.10/- (Rupees Ten Only). During the year Company has not made any changes in its Authorized Share Capital. The paid up Share Capital of the Company is Rs. 23,28,80,000 (Rupees Twenty-Three Crore Twenty-Eight Lacs and Eighty Thousand Only)
8. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.
9. ANNUAL RETURN
The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at https://www.tridhyatech.com/.
10. PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
11. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them, yourDirectors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:
a) That in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyat the end of the financial year and of the profit of the company for that period;
c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis;
e) That the directors had laid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; and
f) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance are not applicable to the company being listed on SME Exchange.
13. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO:
Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:
A. Conservation of Energy
a) Steps taken or impact on conservation of energy The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.
b) Steps taken by the Company for utilizing alternate sources of energy Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when thenecessity arises.
B. Technology Absorption
a) The efforts made towards technology absorption The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively. b) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable
C. The Particulars of Foreign Exchange and Outgo for the year under review are:
14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014. The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure II to this Report.
15. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended. As per the applicable provisions of the Companies Act, 2013 (herein referred to as “the Act”) and Ind AS 110, the Audited Consolidated Financial Statements are provided in the Annual Report of the Company.
16. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
(I) APPOINTMENT & RESIGNATION OF DIRECTORS
During the financial year 2023-24, there was change in the board of directors of the company. Accordingly, at present, the structure of Board of Directors is as follows:
THERE ARE FOLLOWING CHANGES IN THE COMPOSITION OF BOARD DURING THE YEAR AND AFTER THE END OF THE FINANCIAL BUT BEFORE THE DATE OF BOARD REPORT -
(II) KEY MANAGERIAL PERSONNEL
During the year under review, there was change in Key Managerial Personnel of the company and accordingly, at present, the following are the Key Managerial Personnel of the company:
THERE ARE FOLLOWING CHANGES IN KEY MANAGERIAL PERSONNEL DURING THE YEAR AND AFTER THE END OF THE FINANCIAL BUT BEFORE THE DATE OF BOARD REPORT -
18. MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. The notice of meeting of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated not less than 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
During the year under review, 15(FIFTEEN) Board Meetings were convened and the intervening gap between within the period prescribed under the Companies Act, 2013.
19. SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 12th February, 2024 to review, among other R things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.
20. COMMITTEES OF THE BOARD
The Company's Board has the following Committees: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee
i) AUDIT COMMITTEE:
The Board at its Meeting held on 29th November, 2023 re-constituted the Audit Committee.
During the financial year 2023 -2024, (6) meetings of Audit Committee were held on 10th April, 2023; 10th July, 2023, 07th September, 2023, 10th November, 2023, 29th November, 2023, 12th February, 2024. The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings:
The Company Secretary has acted as the Secretary to the Committee.
All the recommendations made by the Audit Committee were accepted by the Board of Directors.The terms of reference of the Audit Committee shall include but not limited to the following:
a) To recommend the appointment/re-appointment/ re-placement and terms of appointment of the Auditors ofthe Company.
b) To review and monitor Auditor's independence and performance and effectiveness of audit process.
c) To review with the Management the Quarterly Financial Results before submission to the Board for approval.
d) Review the adequacy of internal control system. Finding of any internal investigations by the internal auditors in to matters where there is suspected fraud or irregularity or a failure of internal control systems of a materialnature and reporting the matter to the Board.
e) Approval or any subsequent modification of transactions of the Company with related parties.
f) Reviewing the Company's risk management policy.
g) To scrutinize inter-corporate loans and investments made by the Company.
h) To evaluate the Internal Financial Controls and Risk Management Systems.
i) To carry out valuation of undertakings and the assets of the Company, wherever it is necessary.
j) To review, with the management, performance of Statutory and Internal Auditors, adequacy of the InternalControl System.
k) To review the functioning of the Whistle Blower Mechanism.
l) To approve appointment of Chief Financial Officer after assessing the qualifications, experience and backgroundetc. of the candidate.
m) To carry out any other function, as may be assigned to Audit Committee pursuant to any amendments to the Listing Regulations and the applicable provisions of the Act.
n) To oversee the Company's financial reporting process and disclosure of the financial information to ensure thatthe financial statements are correct, sufficient and creditable.
o) To review the following information/document:
Management Discussion and Analysis of financial condition and results of operation;
Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
Management letter/letters of internal control weakness issued by the Statutory Auditors;
Internal audit reports relating to internal control weakness;
Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.
ii) NOMINATION AND REMUNERATION COMMITTEE
The Board at its Meeting held 29th November, 2023 re-constituted the Nomination and remuneration Committee(hereinafter referred as “NRC”).
During the financial year 2023-24, 2(Two) meetings of NRC were held on 29th November, 2023 and 15th February, 2024.
The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at the Meeting.
The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178 of the Companies Act, 2013 which are as follows:
a) To lay down criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
b) To formulate a criterion for evaluation of performance of Independent Directors and the Board of Directors.
c) To recommend remuneration to be paid to a Director for any service rendered by him to the Company which are of a professional nature and provide an opinion, whether such Director possess the requisite qualification for the practice of such profession.
d) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal
. e) To decide whether to extend or continue the term of appointment of the Independent Director, on the basis of thereport of performance evaluation of Independent Directors.
f) To recommend to the Board the appointment and removal of the Directors, including Independent Directors.
g) Carrying out functions as delegated by the Board of Directors from time to time.
The Board of Directors has framed “Remuneration and Nomination Policy” which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The said Policy is available at the website of our Company.
iii) STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board at its Meeting held on 29th November, 2023 re-constituted the Stakeholder Relationship Committee. (hereinafterreferred as “SRC”).
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During the financial year 2023-24, 02 (Two) meeting of SRC were held on 10 July, 2023 and 29 November, 2023.
Stakeholders Relationship Committee is empowered to oversee the Redressal of Stakeholders complaints pertaining to transfer of shares, non-receipt of annual reports, non-receipt of declared dividends, issue of duplicate certificates, transmission /demat / remat of shares and other miscellaneous grievances.
The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share Transfer Agentduring the year 2023-24 are as under:
21. ANNUAL PERFORMANCE EVALUATION BY THE BOARD
Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of theDirectors was completed during the year under review.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.
22. DIRECTORS TRAINING AND FAMILIARIZATION
The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places. The induction process is designed to: build an understanding of the Company's processes and fully equip Directors to perform their role on the Board effectively
Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.
23. DETAILS OF FRAUD REPORT BY AUDITOR:
As per auditors' report, no fraud u/s 143 (12) reported by the auditor.
24. AUDITORS
(I) STATUTORY AUDITORS:
M/S MAAK & ASSOCIATES, Chartered Accountants, Ahmedabad having Firm Registration No. 135024W, were appointed as Statutory Auditors of the Company in Annual General Meeting held on 30th September, 2023 for term of 4 (Four) Consecutive years, for the remuneration as may be fixed by the Board of Directors of the Company.
Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.
(II) INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, The Board of Directors, has appointed M/s Shah Sanghvi & Associates, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the Financial Year 2023-24.
(III) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Mukesh J. & Associates, Company Secretaries, Ahmedabad, Gujarat to conduct Secretarial Audit for the year ended on 31st March, 2024.
Secretarial Audit Report issued by M/s. Mukesh J. & Associates, Company Secretaries in Form MR- 3 is annexed herewith forms an integral part of this Report.
25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
Internal Auditors' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.
26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during previous financial year,
The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.
27. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
Your Company is having its 5 Subsidiary Companies and 1 Associate entities as on March 31,2024. As Company have Subsidiaries or Associates Companies or Joint ventures, it is required to give disclosure in Form AOC- 1 annexed herewith as Annexure I Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.
28. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the ListingRegulations.
There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.
A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any. The Company has adopted a RelatedParty Transactions Policy.
The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 ‘AOC-2'- Annexure III.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The particulars of loans, guarantees and investments, if any taken or given, have been disclosed in the financial Statement.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There is no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.
The Company promotes ethical behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March, 2024. We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.
32. RISK MANAGEMENT POLICY
Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity's objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz.
(1) Risk Assessment;
(2) Risk Management;
(3) Risk Monitoring.
Audit Committee has been entrusted with the responsibility to assist the Board in
(a) Overseeing and approving the Company's enterprise wide risk management framework; and
(b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.
33. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect.
The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.
35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.
During the year under the review, there has been no one-time settlement of loans taken from banks and financial institutions.
36. SECRETARIAL STANDRAD OF ICSI
The Directors state that applicable Secretarial standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.
37. GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.
35. ACKNOWLEDGEMENT
The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.