Dear Members,
SLONE INFOSYSTEMS LIMITED
(Formerly Known as Slone Infosystems Private Limited)
Your Directorshave pleasure in presenting 2ndAnnual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:-
The Company's financial performance for the year under review is given hereunder: -
(Amount in Lakhs)
PARTICULARS
Total Revenue
Profit/Loss before taxation
Less: Tax Expenses
Profit/Loss (after tax)
Reserves & Surplus for the year
2. OPERATIONS: -
We are an IT hardware solutions Company, engaged in selling and renting of IT Equipment and in providing IT Service Solutions in India. We deal in selling and renting of IT equipment like laptops, desktops, servers, work stations and also provide IT solution services like managing cloud servers, servicing of IT equipment to the corporates.
The major portion of our revenue is contributed from Maharashtra. The other states which are contributing to our revenue include Delhi, Haryana, Karnataka, Tamil Nadu and Gujarat.
The Company has reported total revenue of Rs. 6,106.52 Lakhs for the current year as compared to Rs. 3,077.40 Lakhs in the previous year. The Net Profit for the year under review amounted to Rs. 418.69 Lakhs in the current year as compared to Profit incurred in last year amounting Rs. 74.66 Lakhs.
3. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:
The Company was originally incorporated as Private Company and during the reporting period, the Company was converted into a Public Limited Company vide special resolution passed in the Members meeting held on 09th November, 2023 and the name of the Company changed from Slone Infosystems Private Limitedto Slone Infosystems Limited with effect from 12th December, 2023.
The Board of Directors had, in its meeting held on 28th December, 2023, proposed the Initial Public Offer of upto 15,00,000 equity shares. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-ordinary General Meeting held on 29th December, 2023.
The Board of Directors appointed Jawa Capital Services Private Limited as Lead Manager and KFin Technologies Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue. The Company applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated, 16th April, 2024, granted it's In- Principle Approval to the Company.
The Company had filed Prospectus to the Registrar of the Company, Mumbai on 26th April, 2024. The Public Issue was opened on Friday, 03rd May, 2024 and closed on Tuesday, 07th May, 2024. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the NSE on 08thMay, 2024. The Company has applied for listing of its total equity share s to NSE and it has granted its approval vide its letter dated 09th May, 2024. The trading of equity shares of the Company commenced on 10th May, 2024 at of NSE Emerge Platform.
The Equity Shares of the Company are listed on the NSE Emerge Platform. The Company confirms that the annual listing fees to the stock exchange for FY 2024-25 have been paid.
This listing provides an opportunity for increased visibility and liquidity for the Company's shares.
4. TRANSFER OF RESERVES: -
As per Standalone financials, the reserves & surplus of the Company as on March 31st, 2024 are as follows: (Amount in Lakhs)
Sr. No. Particulars
Total
5. DIVIDEND: -
Your Directors have not recommended any dividend for the year ended 31st March, 2024.
6. SHARE CAPITAL: -
AUTHORISED SHARE CAPITAL
The Authorised Capital of the Company as on 31st March, 2024 is Rs. 7,00,00,000/- divided into 70,00,000 Equity Shares of Rs. 10/- each.
The Authorized Share Capital of the Company has increased pursuant to the approval of members on 18th December, 2023 from Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000/- (Fifty Lakhs) Equity Shares of Rs. 10/- each to Rs. 7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs. 10/- each.
ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL
The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March, 2024 stood at Rs. 3,86,90,130/- (Rupees Three Crore Eighty-Six Lakhs Ninety Thousand One Hundred Thirty Only) consisting of 38,69,013 (Thirty-Eight Lakhs Sixty-Nine Thousands Thirteen) Equity Shares of Rs. 10/- (Rupees TenOnly) each.
The Company has increased its paid up share capital as mentioned below during the period under review:
Sr. No.
1.
2.
3.
AFTER CLOSURE OF THE FINANCIAL YEAR;
Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on May 08, 2024, has allotted total 14,00,000 Equity Shares Rs. 10/- each at price of Rs.
79/- per Equity Share (Including a share premium of 69/- Per Equity Share) to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.
7. REGISTERED OFFICE AND CORPORATE OFFICE: -
During the year under review, the Board in their Meeting held on 03rd October, 2023 has changed its Registered office from "Flat-801 Mohini Heights CO-OP HSG LTD Plot-579/580 5th Road Khar (West), Mumbai City, Maharashtra, India, 400052" to "Office 203 2ND Floor Mohini Height CHS LTD 5TH Road Khar West Bhd Rajasthan Hotel Mumbai 400052" change within the local limits of the city, town or village within the same state and same Registrar of Companies.
Further, Board of Directors on 03rd October, 2023 have provided their consent to keep Ground Floor, Mohini Heights CHS. LTD. 5th Road Khar (west) Behind Rajasthan Hotel Mumbai 400052, as the Corporate office of the Company.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY: -
DURING THE FINANCIAL YEAR ENDED 31ST MARCH, 2024
During the year, there have been significant material changes and commitments that have had an impact on the financial position of the Company. The following changes and commitments are worth noting:
1. CONVERSION TO PUBLIC LIMITED COMPANY: The Company, originally incorporated as a Private Company, underwent a conversion to a Public Limited Company. This conversion was carried out through a special resolution passed in the members' meeting held on 09th November, 2023. Consequently, the Company's name was changed from Slone Infosystems Private Limited to Slone Infosystems Limited with effect from 12th December, 2023.
2. ISSUANCE OF SECURITIES: The Company has successfully issued and allotted securities through various means, including Bonus Issue and Private Placement. These activities have resulted in an increment of paid-up share capital from Rs. 1,84,55,080/- to Rs. 3,86,90,130/- during the year.
3. FILING OF DRAFT RED HERRING PROSPECTUS: The Company has filed Draft Red Herring Prospectus on 23rdFebruary , 2024 with Emerge Platform of National Stock Exchange Limited.
AFTER THE FINANCIAL YEAR ENDED 31ST MARCH, 2024 BUT, BEFORE THE SIGNING OF THIS BOARD REPORT
4. FILING OF PROSPECTUS: The Company has filed Prospectus on 26th April, 2024 with Emerge Platform of National Stock Exchange Limited.
5. LISTING ON EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE (NSE): The Company's securities have been listed on the EMERGE Platform of National Stock Exchange (NSE), effective from 10th May, 2024. This listing provides an opportunity for increased visibility and liquidity for the Company's shares.
These material changes and commitments have had a significant impact on the financial position of the Company, enhancing its capital structure and providing opportunities for growth and development. The Directors are confident that these actions will contribute to the long-term success and prosperity of the Company.
9. CHANGE IN THE NATURE OF BUSINESS: -
There is no change in the nature of the business of the company in the review period.
10. NOMINATION AND REMUNERATION POLICY AND OTHER DETAILS: -
Pursuant to the Provisions of section 178 of the Companies Act 2013 the Company has duly constituted Nomination and Remuneration Committee (NRC) with composition of Independent Directors and Non- Executive Director. The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.sloneinfosystems.com.
The management of the Company is immensely benefitted from the guidance, support and mature advice from the members of the Board of Directors who are also members of the various Committees. The Board consists of the director possessing diverse skills, rich experience to enhance the quality performance of its Directors.
For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: -
With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2023-2024 with related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company has not entered into any contract or arrangement or transaction with related parties as per section 188(1) of the Act, which could be considered a material transaction and all the related party transactions entered by the company during the financial year were at arm's length basis and in the ordinary course of business. The details of the related party transactions entered during the year are provided in the accompanying financial statements.
The details of such transactions are given in form AOC-2 Attached with this report as Annexure A, which forms part of this Integrated Annual Report.
The Company has adopted a policy on materiality of related party transactions and on dealing with Related Party Transactions and the same is disclosed on the website of the Company and can be accessed at www.sloneinfosystems.com .
12. AUDITORS: -
A. STATUTORY AUDITOR
Pursuant to provisions of section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s Karia & Shah, Chartered Accountants (Firm Registration No. 112203W), were appointed as Statutory auditor of the Company for a period of Five Years from the conclusion of 1st Annual General Meeting till the conclusion of the 6thAnnual General Meeting for the Financial Year 2027-2028, on such terms and conditions and at remuneration as mutually agreed.
B. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Shanu Mata and Associates, Practicing Company Secretaries (FCS: 12161, CP: 17999), is appointed as secretarial auditor of the Company for the term of 3 Years commencing from the Financial Year 2023-24 till the Financial Year 2025-26.
C. INTERNAL AUDITOR
Pursuant to the provision of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s Umesh P. Gosar and Associates, is appointed as an Internal Auditor of the Company, for the term of 3 Years commencing from the Financial Year 2023-24 till the Financial Year 2025-26.
13. EXPLANATION TO AUDITOR'S REMARK: -
Statutory Auditors' Report
The Auditors' Report for Financial Year 2023-2024 does not contain any qualification, reservation, or adverse remark. Hence, there is no explanation required for the same. The Report is enclosed with the Financial Statements in this Integrated Annual Report.
Secretarial Auditors' Report
The Secretarial Auditors' Report is enclosed as Annexure-B to the Board's report, which forms part of this Integrated Annual Report. The report is self-explanatory and does not call for any further comments except:
1. During the audit period, the Company conducted two private placements of shares under Section 42 of the Companies Act, 2013. Although the Company complied with the relevant provisions of Section 42 and the associated rules, the resolution filed in Form MGT-14, through which shareholder approval for the private placement was obtained, mistakenly omitted a reference to Section 62(1)(c) of the Companies Act, 2013. Additionally, the Company failed to file a corrigendum to the explanatory statement in the notice. However, these errors have since been rectified, and the necessary corrigendum has been duly filed.
Reply: The Company had erroneously skipped the required disclosure as required under Companies Act, 2013, however later on company has rectified the error.
2. Since the proprietorship concern "SAM Computers" was converted into private limited Company "Slone Infosystems Private Limited" vide Slum Sale Agreement dated 01st March 2023" the Audited Financial Statements of the Company filed for the year ended 31st March, 2024 contains the consolidated Re-stated Figures of both proprietorship concern and private limited company for the year ended on 31st March, 2023 which were originally reported as audited in the financial statements for March 31, 2023.
Reply: The above remark of the secretarial auditor is self-explanatory, therefore no explanation is required for the same.
14. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES: -
During the year no company have become or ceased to be its subsidiaries, joint ventures or associate companies.
15. DECLARATION OF INDEPENDENT DIRECTORS: -
The Company has received necessary declaration from Mr. Rajesh Krishna Vyas (DIN: 00259086) and Mr. Krupesh Arvind Bhansali (DIN: 07613071) being Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, and they meet the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013
16. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES: -
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 is furnished.
17. SECRETARIAL STANDARDS: -
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
18. CORPORATE GOVERNANCE: -
Your Company practices a culture that is built on core values and ethical governance practices. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance practices.
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.
After the end of the Financial Year 2023-2024, the Company got listed its specified securities on the EMERGE Platform of NSE therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Annual Report.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -
Management Discussion and Analysis Report in pursuance of requirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure –C and forms the part of this AnnualReport.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE
EARNING AND OUTGO : -
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under:
i. Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.
ii. Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned - Nil Foreign Exchange Used - Nil
21. REMUNERATION RATIO AND OTHER DETAILS OF DIRECTORS / KEY MANAGERIAL
PERSONNEL (KMP) /EMPLOYEES: -
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure –D and forms the part of this Annual Report.
22. DISCLOSURESOF COMMITTEES OF THE BOARD: -
The Company has constituted several committees with effect from 28th December, 2023, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.
Pursuant to the provision of Companies act, 2013 composition of different Committees are as follows:
i) AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 ("the Act"). The Composition of the Audit Committee is in conformity with the provisions of the said section.
Name of the Director
During the Financial Year 1 (One) Meeting of the Audit Committee was held on 27th January 2024.
ii) STAKEHOLDER RELATIONSHIP COMMITTEE:
A Stakeholders Relationship Committee constituted in terms of Section 178 of the Companies Act, 2013.
Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on 31st March, 2024. iii) NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.
iv) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has constituted the Corporate Social Responsibility Committee voluntary, however during the year the provisions of CSR Committees under Section 135 of the Companies Act, 2013 are not applicable to the Company.
Name of the Members
v) IPO COMMITTEE:
The IPO Committee has been constituted for the purpose of taking all necessary steps in relation to the Initial Public Offer of the Company.
23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND: -
Your Company did not have any funds lying unpaid or unclaimed and there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
24. CORPORATE SOCIAL RESPONSIBILITY: -
Pursuant the provision of Section 135(1) of Companies Act, 2013, the Company is not required to constitute Corporate Social Responsibility Committee, however during the year the Company has Voluntary constituted CSR Committee with effect from 28th December, 2023.
25. FINANCIAL STATEMENTS: -
The Financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these Financial Statements to comply in all material respect with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 2013. The Financial Statements have been prepared on an accrual basis and under the historical cost convention.
26. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY: -
Your Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.
27. COST RECORDS: -
Maintenance of cost records as specified by Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.
28. SEXUAL HARASSMENT: -
The Company has adopted policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
29. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS: -
In compliance with the Listing Regulations and Companies Act, the Company has framed and adopted a code of conduct and ethics ("the code"). The code is applicable to the members of the Board, the executive officers and all the employees of the Company.
All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the Financial Year ended on March 31, 2024 and a declaration to this effect signed by the Chairman and Managing Director forms part of this Report.
30. DETAILS OF DIRECTORS ANDKEY MANAGERIAL PERSONNEL:
The Board is duly constituted according to the provisions of the Company Act. The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013.
At the year ended March 31, 2024, the Board of Directors comprised of Two Executive Directors and Three Non-Executive Directors including one Woman Director. The Company has one Chief Financial Officer and a Company Secretary.
THE PRESENT DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY ARE AS FOLLOWS:
S. No.
Designation
[1]
[2]
Non-Executive Director
[3]
Whole Time Director &
[4]
Independent Director
[5]
[6]
THE DETAILS OF CHANGES IN THE DIRECTORS AND KMP ARE AS FOLLOWS:
Retireby Rotation:
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Manisha Rajesh Khanna (DIN 09843090), Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting. She, being eligible, has offered herself for reappointment as such and seeks re-appointment. The Board of Directors recommends herapp ointment on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking appointment / re-appointment as Directors are annexed to the Notice convening the 2nd Annual General Meeting.
Appointment of Director/KMP:
During the year under review, the Board of Directors in their meeting held on 03rd October, 2023 has appointed Mr. Rajesh Krishna Vyas (DIN: 00259086) and Mr. Vijay Lalchand Makhija (DIN: 01972262) as Additional Independent Director of the Company and Mr. Mohit Rajesh Khanna (DIN: 10037002) as Additional Director of the Company.
Further the Board of Directors have appointed Ms. Riya Jain (PAN: CLFPJ7013L) as Company Secretary and Compliance Officer of the Company and Mr. Mohit Rajesh Khanna as Chief Financial Officer (CFO) of the Company with effect from 03rd October, 2023.
The Board at their meeting held on 23rd November, 2023 has appointed Mr. Krupesh Arvind Bhansali (DIN: 07613071) as Additional Independent Director of the Company.
The Board in their Meeting held on 15th December, 2023 has appointed Mr. Rajesh Srichand Khanna (DIN: 09843089) as Chairman and Managing Director of the Company, Mr. Mohit Rajesh Khanna (DIN: 10037002) as Whole Time Director of the Company subject to the approval of the Members in their ensuing General Meeting and Mrs. Manisha Rajesh Khanna (DIN: 09843090) as Non-Executive Director of the Company.
Change in Designation:
The Members at their meeting held on 30th October, 2023 has appointed Mr. Rajesh Krishna Vyas (DIN: 00259086) Mr. Vijay Lalchand Makhija (DIN: 01972262) as an Independent Director of the Company for tenure of Five Consecutive Year with effect from 03/10/2023 to 02/10/2028. Mr. Mohit Rajesh Khanna (DIN: 10037002) has been appointed as Director.
Further the Members at the Meeting held on 18th December, 2023 has appointed Mr. Krupesh Arvind Bhansali (DIN: 07613071) as Independent Director of the Company for tenure of Five Consecutive Year with effect from 23/11/2023 to 22/11/2028.
The Members in their Meeting held on 18th December, 2023 has appointed Mr. Rajesh Srichand Khanna (DIN: 09843089) as Chairman and Managing Director of the Company for the tenure of Five Consecutive Year with effect from 18/12/2023 to 17/12/2028, Mr. Mohit Rajesh Khanna (DIN: 10037002) as Whole Time Director of the Company for the tenure of Five Consecutive Year with effect from 18/12/2023 to 17/12/2028.
Resignation of Director:
During the year under review, Mr. Vijay Lalchand Makhija (DIN: 01972262), resigned from the position of Independent Director with effect from November 23, 2023.
As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.
31. BOARD EVALUATION: -
The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors including independent Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
Pursuant to the provisions of the Companies Act, 2013 based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.
32. EXTRACT OF ANNUAL RETURN: -
As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Board's Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Board's report in accordance with sub section (3) of section 92 of the Companies Act, 2013.
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2024, on its website at www.sloneinfosystems.com .
33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT: -
There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: -
During the year under review there has been no any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
35. NUMBER OF MEETINGS OF THE BOARD: -
During the Financial Year 2023-24, the Board of Directors duly met 13 times and the intervening gap between two meetings was within the period prescribed under Section 173 of the Companies Act, 2013 along with Rules made there under.
S.No.
36. DIRECTORS' RESPONSIBILITY STATEMENT: -
Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: -
(i) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit and loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts on a going concern basis; and
(v) 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.
37. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: -
During the period under review, no application has been filed or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.
38. VIGIL MECHANISM: -
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in Compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.
The policy is available on the website of the Company and can be accessed through the Web Link: https://sloneinfosystems.com/wp-content/uploads/2024/02/12.-Whistle-Blower-Policy.pdf
39. POLICIES AND DISCLOSURE REQUIREMENTS: -
In terms of provisions of the Companies Act, 2013 the Company has adopted all the required policies which are applicable to the Company and are available on the Company's website www.sloneinfosystems.com.
40. INTERNAL FINANCIAL CONTROL SYSTEM: -
The Company has robust and comprehensive Internal Financial Control system commensurate with the size scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, Compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.
The policies and procedures adopted by the company to ensures the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.
The Internal Auditors and the Management continuously monitors the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organization's risk management with regard to the Internal Financial Control system.
Audit Committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company's Statutory Auditors to ascertain their views on the financial statement, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.
41. DETAILS OF ONE TIME SETTLEMENT WITH THE BANKS: -
During the period under review, the Company has not made any one-time settlement with any Banks or Financial Institutions.
42. GENERAL: -
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. Details relating to deposits covered under Chapter V of the Act.
2. Details of Loans, Guarantees and Investments.
3. Issue of equity shares with differential rights as to dividend, voting or otherwise.
4. Neither the Managing Director nor the Whole Time Directors of the Company receive any commission.
5. Voluntary revision as per Section 131 of the Companies Act, 2013.
43. ACKNOWLEDGEMENTS: -
The Board wishes to place on record their appreciation for the sincere efforts of the Directors, employees and the co-operation extended by Bankers, Shareholders, Clients, Associates and Central and State Governments for their continuous support towards the conduct of the Company.