Dear Members,
Your Directors are pleased to present the 39th Annual Report of the Company for the financial year ended March 31, 2024.
FINANCIAL RESULT:
The performance during the period ended 31st March, 2024 has been as under:
(Rs. In Lakhs)
Standalone
PERFORMANCE REVIEW:
The total revenue of the Company for the financial year under review was Rs.1405.78 Lakhs as against Rs. 497.05 Lakhs for the previous financial year. The company recorded a net profit of Rs.74.50 Lakhs for the financial year 2023-24 as against the net profit of Rs. 52.47 lakhs for the previous year.
The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015 (Listing Regulation) and forms part of this Report.
DIVIDEND:
The Board of Directors of the Company after considering various factors, business strategies and investment requirements for growth plan decided to conserve funds to maximize the Shareholders wealth on a long run and hence did not recommend any dividend during the Financial Year2023-24.
TRANSFER TO GENERAL RESERVES:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not transferred any amount to general reserves account of the company during the year under review.
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will be closed from Tuesday, September 24, 2024 to Monday, September 30, 2024 (both days inclusive) for the purpose of Annual General Meeting.
PREFERENTIAL ALLOTMENT
During the year under review, the Board of Directors and shareholders of the Company in their meeting held on June 27, 2023 and July 24, 2023 respectively, approved the following:
• Allotment of 2,04,375 equity shares on preferential basis for consideration in cash
• Allotment of 1,75,000 equity shares on preferential basis for consideration other than cash.
Further, Preferential issue for consideration other than cash was for swap of shares from the existing shareholders of M/s. Prismberry Technologies Private Limited (PTPL) towards payment of the total consideration payable for the acquisition of 10,000 Equity Shares representing 100% shareholding of PTPL on a preferential basis by issuing of 1,75,000 Equity Shares of face value of Rs. 10/- each of the Company.
On August 23, 2023, the Board of Directors of the Company had allotted 2,04,375 equity shares of face value Rs. 10/- each for cash and 1,75,000 shares equity shares of face value Rs. 10/- each for consideration other than cash in accordance with the provisions of Companies Act, 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other provisions of the applicable laws, if any.
Subsequent to the aforesaid allotment the paid-up capital of the Company has been increased to Rs. 1,81,93,750/-.
The utilisation of funds raised through Preferential Allotment have been mentioned hereunder:
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
DEPOSITS
During the year under review, the Company has not accepted any deposits in terms of Section 2(31) of the Companies Act, 2013 read with Chapter V of the Companies Act, 2013 and Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on March 31, 2024.
LISTING AND CUSTODIAN FEES
The equity shares of the Company are listed at BSE Limited, Mumbai. The applicable annual listing fees was paid before the due date. The annual custodian fees have also been paid to the depositories before the due date.
SHARE CAPITAL
The Authorized Capital of your Company is Rs. 2,00,00,000 divided into 20,00,000 Equity shares of the face value of Rupees.10/- each as on 31st March 2024
The Board of Directors at their meeting held on August 23, 2023, has allotted 2,04,375 equity shares of face value Rs. 10/- each to the proposed allottee for cash and 1,75,000 shares equity shares of face value Rs. 10/- each for consideration other than cash in accordance with the provisions of Companies Act, 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other provisions of the applicable laws, if any.
The Paid-up Capital of the Company is Rs. 1,81,93,750 divided into 18,19,375 Equity shares of the face value of Rupees.10/- each as on 31st March 2024
Further, during the year under review, the Company has neither issued any shares with differential voting rights, nor has bought back any of its shares. It has also not issued any sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review the M/s. Prismberry Technology Private Limited (PTPL), became a Wholly owned Subsidiary of the Company w.e.f. August 23, 2023 by way of acquisition of shares via Preferential issue for consideration other than cash for swap of shares from the existing shareholders of PTPL towards payment of the total consideration payable for the acquisition of 10,000 Equity Shares representing 100% shareholding of PTPL on a preferential basis by issuing of 1,75,000 Equity Shares of face value of Rs. 10/- each of the Company.
As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, a separate statement containing the salient features of the financial statements of Subsidiary companies/Associate companies/Joint ventures is detailed in Form AOC-1 and is annexed as Annexure I to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
A) Board of Directors
The Directors of the Company are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings. The Company recognizes and embraces the importance of a diverse board in its success.
The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industry experience and gender which will help the Company to retain its competitive advantage.
As on March 31, 2024, the Company's Directorate consisting of four Directors out of which two Directors were Independent Directors. The composition of the Directorate is in conformity with the relevant provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations 2015.
Further the following were the directors of the Company as on March 31, 2024
On the basis of the written representations received from the directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by Securities and Exchange Board of India or any other Statutory authority for holding office of a Director.
The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.
B) Board Diversity:
The Board diversity offers several advantages. Here are some of the key benefits of having diverse boards:
• Enhanced decision-making: Board diversity brings together individuals from different backgrounds, experiences, and perspectives. This diversity of thought and expertise can lead to more robust and well-rounded decision-making processes. By considering a wider range of viewpoints, boards can avoid group think and make more informed and innovative choices.
• Improved corporate governance: Diverse boards can contribute to better corporate governance practices. When a board comprises individuals with diverse skills, knowledge, and experiences, it ensures a more comprehensive oversight of the company's activities. This can help in addressing conflicts of interest, promoting transparency, and ensuring accountability.
• Increased creativity and innovation: Diversity stimulates creativity and innovation within organizations. By incorporating diverse perspectives, boards can foster a culture of openness, collaboration, and inclusivity. Different viewpoints can challenge existing norms, encourage fresh ideas, and lead to more innovative solutions and strategies.
• Enhanced problem-solving: Diverse boards tend to be more effective in addressing complex problems. The varied backgrounds and experiences of board members enable them to approach challenges from multiple angles. This diversity of perspectives can result in more effective problemsolving and better outcomes for the organization.
• Better understanding of customers and markets: India is a diverse country with a wide range of cultures, languages, and consumer preferences. Having diverse boards can provide valuable insights into the diverse needs and preferences of customers in different regions and segments of the market. This understanding can help companies tailor their products, services, and marketing strategies to effectively target and serve diverse customer groups.
• Improved reputation and stakeholder trust: Companies with diverse boards often enjoy a positive reputation for being inclusive and socially responsible. Such companies are perceived as more attuned to societal values and needs. Board diversity can enhance the company's brand image, attract diverse talent, and build trust with stakeholders, including investors, customers, and employees.
• Mitigation of biases: Diverse boards can help mitigate unconscious biases and promote fairness and equity. By ensuring representation from different genders, ethnicities, age groups, and backgrounds, boards can counterbalance any inherent biases and ensure a more equitable and inclusive decision-making process.
In summary, board diversity offers numerous advantages, including improved decision-making, enhanced corporate governance, increased creativity and innovation, better problem solving, understanding of diverse markets, improved reputation, and the mitigation of biases. These benefits contribute to the long-term success and sustainability of organizations in the Indian business landscape. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Policy is available in the website of the Company website https://evantraventures.com/wp-content/uploads/2023/10/Policv%20on%20Diversitv%20of%20Board%20of%20directors.pdf
C) Appointment/Reappointment
During the year under review, the members of the Company vide their meeting held on June 12, 2023, regularized the appointment of Mr. Ravi Kumar Kasetty (DIN: 07189407) as Non-Executive Independent director of the Company.
In order to comply with the provisions of section 152 (6) of the Companies Act, 2013 and rules applicable thereunder, the appointment of Ms. Anjana Ramesh Thakker (DIN: 09521916) Non-Executive Director is liable to retire by rotation at this Annual General Meeting, being eligible offers herself for re-appointment. Pursuant to the provisions of Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 on General Meetings issued by Institute of Company Secretaries of India, brief particulars of the director proposed to be re-appointed are provided as an annexure to the notice convening the AGM. The Board recommends the same to the shareholders for their approval at the ensuing AGM.
D) Retirements and Resignations
During the year under review, none of the Directors retired or resigned from the Board.
E) Key Managerial Personnel
In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following are the Key Managerial Personnel (KMP) of the Company as on March 31, 2024.
F) Cessation of Key Managerial Personnel (KMP):
During the year under review, none of the KMPs resigned from the Company.
G) Independent Directors and their declaration of Independence
As on March 31, 2024, the Independent Directors of the Company included Mr. Ravi Kumar Kasetty and Mr. Peush Jain. All the Independent Directors of the Company have furnished necessary declaration in terms of Section 149(7) of the Companies Act, 2013 (the Act) and Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming that they meet the criteria of independence as stipulated under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
H) Registration of Independent Directors in Independent Directors databank
All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).
I) Familiarization Program of Independent Directors
In compliance with Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013 the Company has a structured program for orientation and training of Directors so as to enable them to understand the nature of the industry in which the Company operates, business model of the Company and roles, rights, and responsibilities of Independent Directors.
The Program aims to provide insights into the Company to enable the Independent Directors to be in a position to take well-informed timely decisions and contribute significantly to the Company. The Independent Directors of the Company are given every opportunity to familiarize themselves with the Company, its management, and its operations so as to understand the Company, its operations, business, industry and environment in which it functions.
Independent Directors are also issued an appointment letter detailing their role, duties and responsibilities, remuneration and performance evaluation process.
J) Independent Directors Meeting
In terms of Schedule IV of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate that the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non-Independent Directors and members of the management in order to exercise free and fair judgment in all matters related to the functioning of the Company as well as the Board.
A separate meeting of independent directors was conducted on January 24, 2023 to evaluate the performance of non-independent directors, the board as a whole and the Chairperson of the Company, taking into account the views of executive directors and non-executive directors, and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.
K) Terms and Conditions of Appointment of Independent Directors
All the Independent Directors of the Company have been appointed as per the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and formal letter of appointment are issued to the Independent Directors. As required by Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the terms and conditions of their appointment have been disclosed on the website of the Company at https://eyantraventures.com/wp-content/uploads/2023/02/Terms-and-Conditions-of-appointment-of-Independent-Directors.pdf
L) Evaluation of Board's Performance
In terms of section 134 (3) of the Companies Act, 2013 read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had laid down the criteria for reviewing the performance of the Board, its Committees and individual Directors. The evaluation process of Directors inter alia considers attendance of the Directors at Board and Committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy etc.
In compliance with the provisions of the Act and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to improve the effectiveness of the Board and its Committees, as well as that of each individual Director, a formal Board review is undertaken on an annual basis.
The Nomination and Remuneration Committee at their meeting held on January 24, 2024 had carried out the evaluation of the Board, its committees, and Individual Directors on an annual basis and the committee has submitted their review/ recommendation to the Board of Directors.
The Board of Directors at their meeting held on January 25, 2024 have carried out an annual evaluation of its own performance, of the Committees of the Board and of the individual directors including Independent Directors.
The evaluation process broadly covers the following parameters:
i) Board -
• Board structure and composition,
• Board meetings, information flow and agenda,
• Board culture, relationships and dynamics,
• strategy, business performance,
• succession planning,
• risk management,
• continuous improvement, etc.
ii) Board Committees -
• Overall Committees of the Board,
• composition and diversity,
• leadership of the Chair,
• meetings frequency and duration,
• succession planning of the Committee members,
• interaction with management, quality of discussions,
• stay abreast of novel scientific and technological developments and innovations,
• quality of agenda and supporting documents, etc.
iii) Individual Directors -
• Attendance in meetings,
• experience and expertise,
• participation and contribution in Board deliberation,
• preparedness in subjects,
• understanding of governance, regulatory, financial and fiduciary requirements,
• stay up to date and brings insight on the industry,
• up to date on corporate governance trends and development,
• focused on improving shareholders value,
• understanding of organisation's strategy and risk environment, sufficiently challenges management to set and stretch goals, • maintain high standards of ethics, integrity, confidentiality and adherence to the Code of Conduct,
• strong desire to make the Board an even better version of itself, etc.
iv) Chairperson - Evaluated on the above parameters for individual Directors. Additionally, evaluated on effective leadership, moderatorship and conduct of impartial discussions, seeking participation from Board members and availability for other Board members and constructive feedback.
The Board was satisfied with the evaluation process and outcome, Directors engagement, experience, diversity and expertise. The Board Committees were also found to be effective in terms of its composition, functioning and contribution. The evaluation process acknowledged that the Board and Board committees have spent sufficient time on future business strategies and other longterm and short-term growth plans, operational matters including review of business and functional updates, financial results and other regulatory approvals, governance matters and internal controls.
M) Statement Regarding Opinion of the Board with regard to Integrity, Expertise and Experience (Including the Proficiency) of the Independent Directors appointed during the Year
Considering the requirement of skill sets on the Board, persons having an independent standing in their respective field / profession and who can effectively contribute to the Company's business and policy decisions, for appointment, as an Independent Director on the Board. The Board, inter alia, considers qualification, positive attributes, area of expertise, integrity and experience (including proficiency) and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Company's Policy for Selection of Directors and determining Directors' independence and recommends to the Board their appointment. In the opinion of the Board, the Independent Directors possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended). The Independent Directors have also confirmed that they have complied Company's Code of Conduct for Board Members, Key Managerial Personnel and Senior Management Personnel.
N) Declaration from Directors
The Company has received necessary declaration from all Directors stating that they are not debarred or disqualified from being appointed or continuing as Directors of companies as per the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other Statutory Authority.
O) Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) and Section 134(5) of the Companies Act, 2013, the Directors hereby report that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. appropriate accounting policies have been selected and applied consistently. Judgement and estimates which 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 the end of the financial year and of the profit of the Company for the year;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on an on-going concern basis;
e. proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and are operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws have been devised, and such systems are adequate and are operating effectively.
BOARD MEETINGS:
The Meetings of Board of Directors are scheduled well in advance and are held at least once in every quarter to inter alia review and consider the performance of the Company and approve the Financial Results. The Board also meets, as and when required, to consider other business matters.
The Board of Directors duly met seven (7) times viz. on May 18, 2023, June 27, 2023, August 08, 2023, August 23, 2023, September 06, 2023, November 10, 2023 and January 25, 2024 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
The composition of the Board of Directors, attendance of the Directors in the Board Meeting and the Composition of Committees and attendance of Committee members in the Committee meetings are given herein below:
Name and Designation of Director
COMMITTEES OF BOARD OF DIRECTORS:
The Board of Directors of the Company has formed various Committees, as per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The various committees of the Board, are as provided hereunder,
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders Relationship Committee
The details of all the Committees along with their charters, composition and meetings held during the year, are provided hereunder.
a) AUDIT COMMITTEE:
The management is responsible for the Company's internal controls and the financial reporting process while the statutory auditors are responsible for performing independent audit of the Company's financial statements in accordance with generally accepted auditing practices and for issuing report based on such audit. The Board of Directors has constituted and entrusted the Audit Committee with the responsibility to supervise these processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting. The constitution of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee comprises majority of Independent Directors. All members of the Audit Committee are financially literate and bring in expertise in the fields of finance, economics, strategy and management.
Terms of Reference:
The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and, inter alia, includes:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommending the appointment, remuneration and terms of appointment, fixation of audit fee and approval for payment for any other services;
3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Review with the management, the annual financial statements and Auditor's Report before submission to the Board with particular reference to;
(a) Matters required to be included in the directors' responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Act;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by management;
(d) Significant adjustments made in the financial statements arising out of audit findings;
(e) Compliance with listing and other legal requirements relating to financial statements;
(f) Disclosure of any related party transactions;
(g) Modified opinion(s) in the draft audit report;
5. Review of the quarterly financial statements with the management before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
7. Review and monitor auditor's independence and performance and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;
14. discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for any substantial defaults in payment to the depositors, debenture- holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;
18. Review the functioning of the whistle blower mechanism;
19. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.
20. Carrying out any other function as may be required / mandated as per the provisions of the Companies Act, 2013, Listing Regulation and/or any other applicable laws;.
21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.
23. Mandatorily review of the following information:
(i) Management discussion and analysis of financial condition and results of operations;
(ii) Management letters / letters of internal control weaknesses issued by the statutory auditors;
(iii) Internal audit reports relating to internal control weaknesses;
(iv) The appointment, removal and terms of remuneration of the Chief Internal Auditor;
(v) Statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7)
24. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013.
Composition and other details of Audit Committee:
The Audit Committee comprises of three Non-Executive Directors, majority of them are independent directors. Chief Financial Officer is permanent invitees to all the Audit Committee meetings and the representatives of the Statutory Auditors are also present at meetings in which financial results of the Company are considered.. The Company Secretary officiates as the Secretary of the Audit Committee. The Internal Auditors and Statutory Auditors of the Company discuss their findings and updates, and submit their views to the Committee.
During the year under review, five meetings of the Audit Committee were held viz. on May 18, 2023, June 26, 2023, August 08, 2023, November 10, 2023, January 25, 2024 and the details of the attendance of the directors at the Audit Committee meetings are given below. The composition of the Committee and attendance of the members during financial year 2023-24 are as follows:
Name and Designation of Member
b) NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors has constituted and entrusted the Nomination and Remuneration Committee/Compensation Committee with the responsibility as conferred under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015and the constitution of the said Committee meets the requirements of Section 178 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Terms of Reference
1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.
2. The Nomination and Remuneration Committee shall, while formulating the policy should ensure that—
(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:
3. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
4. To formulate the criteria for evaluation of Independent Directors and the Board of Directors.
5. devising a policy on diversity of board of directors;
6. Extending or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
7. 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 to recommend to the Board their appointment and removal.
8. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
9. Recommend to the board, all remuneration, in whatever form, payable to senior management.
10. Carrying out any other function as is mandated by the Board from time to time and / or enforced/ mandated by any statutory notification, amendment or modification, as may be applicable;
11. Performing such other functions as may be necessary or appropriate for the performance of its duties as prescribed under applicable laws;
12. Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time.
Composition and other details of Nomination and Remuneration Committee.
The composition of the Nomination and Remuneration Committee comprises of Three Non-Executive Directors. Out of all two of them are independent directors and one is non-executive Director. The Company Secretary officiates as the Secretary of the Nomination and Remuneration Committee.
During the year under review, three meetings of the Nomination and Remuneration Committee were held viz. on August 08, 2023, September 06, 2023, and January 24, 2024. The composition of the Committee and attendance of the members during financial year 2023-24 are as follows:
NOMINATION AND REMUNERATION POLICY:
In compliance with the provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors in its meeting held on August 8, 2023 had revised a Nomination and Remuneration Policy (the Policy) for selection and appointment of Directors, Key Managerial Personnel, Senior management and their remuneration. The Company affirms that the remuneration paid is as per Nomination and Remuneration Policy of the Company. The said Policy is available on the website of the Company at www.eyantraventures.com.
The Policy is divided into 3 Parts:
Part A covers the matters to be dealt with and recommended by the Committee to the Board
Part B Appointment and removal of the Directors, Key managerial Personnel and Senior Management
Part C Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management
Part A: Matters to be dealt with and recommended by the Committee to the Board
1. Identify persons who are qualified to become directors and who may be appointed in Senior Management of the Company including KMP in accordance with the criteria laid down in this Policy.
2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a Policy, relating to remuneration of the Directors, KMP, Senior Management and other employees of the Company.
3. Formulation of criteria for evaluation of independent directors and the Board. For every appointment of an independent director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of external agencies, if required;
c. consider the time commitments of the candidates
4. Devising a policy on Board diversity.
5. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.
6. Administering, monitoring and formulating detailed terms and conditions of the Company's ESOP plan.
7. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment, or modification, as may be applicable.
8. To perform such other functions as may be necessary or appropriate for the performance of its duties.
PART B: Appointment and removal of the Directors, Key managerial Personnel and Senior Management
Appointment criteria and qualifications
1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment
2. The person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient and satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Managing Director, Manager or Whole-time Director who is below the age of twenty one years or has attained the age of seventy years. Provided that the appointment of a person who has attained the age of seventy years or term of such person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years in accordance with applicable law.
4. At the time of appointment of a Director it should be ensured that number of Boards on which such Director serves as a Director, including an alternate directorship, is restricted to twenty companies (including not more than ten public companies).
5. No independent director, who resigns from a listed entity, shall be appointed as an executive / whole time director on the board of the listed entity, its holding, subsidiary or associate company or on the board of a company belonging to its promoter group, unless a period of one year has elapsed from the date of resignation as an independent director
6. An independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.
7. Any vacancy in the office of independent director shall be filled by appointment of a new independent director within the prescribed period under the Act and/or SEBI Listing Regulations.
8. Provided that where the company fulfils the requirement of independent directors in its Board even without filling the vacancy, the requirement of replacement by / appointment of a new independent director shall not apply.
9. The listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.
Term/ Tenure
i) Managing Director, Whole-time Director, Manager:
The Company shall appoint or re-appoint any person as its Managing Director or Whole-time Director or Manager for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry his term.
ii) Independent Director:
An independent director shall hold office for a term up to five consecutive years and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. The appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.
No independent director shall hold office for more than two consecutive terms, but such independent director shall be eligible for appointment after expiry of three years of ceasing to become an independent director. Provided that an independent director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.
iii) Evaluation
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (annually).
iv) Removal
Due to reasons for any disqualification mentioned in the Act or under any other applicable law, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Act and the rules made thereunder.
v) Retirement
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
vi) Succession Planning for the Board and Senior Management
The Company strives to maintain an appropriate balance of skills and experience in the Board and within the Company, in an endeavor to introduce new perspectives while maintaining experience and continuity. Additionally, promoting Senior Management within the organisation motivates and fuels the ambitions of the talent force to earn future leadership roles.
Part - C Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management Personnel
General:
1. The remuneration, compensation, commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration, compensation, commission etc. shall be subject to the prior or post approval of the shareholders of the Company in accordance with applicable law.
2. The remuneration and commission to be paid to the Whole-time, Executive, Managing Director, Key Managerial Personnel shall be in accordance with the percentage, slabs, conditions laid down in the Act and/or SEBI Listing Regulations.
3. Increments to the existing remuneration, compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director, Managing Director, Manager.
4. Where any insurance is taken by the Company on behalf of its Managing Director, Whole-time Director, Manager, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.
Remuneration to Whole-time, Executive, Managing Director, KMP and Senior Management Personnel:
i) Fixed pay:
The Whole-time, Managing Director, KMP and Senior Management Personnel shall be eligible for remuneration as may be approved by the Board on the recommendation of the Committee. The breakdown of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board or the person's authorized by the Board on the recommendation of the Committee and approved by the shareholders, wherever required.
ii) Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time, Managing Director, Manager in accordance with the provisions of Schedule V of the Act.
Remuneration to Non- Executive, Independent Directors:
i) Commission:
Commission may be paid on profits within the monetary limit approved by the shareholders, subject to the limit prescribed and computed as per the applicable provisions of the Act and/or SEBI Listing Regulations.
ii) Sitting Fees:
The non- executive and/or independent directors may receive remuneration by way of fees for attending the meetings of Board or committee thereof. Provided that the amount of such fees shall not exceed Rs.1,00,000 per meeting of the Board or committee or such amount as may be prescribed by the Central Government from time to time. Provided further that for Independent Directors and Women Directors, the sitting fee shall not be less than the sitting fee payable to other directors.
iii) Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
iv) Reimbursement of expenses:
An Independent Director may receive reimbursement of expenses for participation in the Board and other meetings of the Company.
Affirmation that the remuneration is as per the remuneration policy of the Company.
In compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, on the recommendation of the Nomination and Remuneration Committee approved the Policy for Selection, Appointment of Directors, KMPs and Senior Management persons. The said Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board and other management members. The Policy also provides for selection and remuneration criteria for the appointment of Directors and senior management persons. The Company affirms that the remuneration is as per the remuneration policy of the Company.
c) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is empowered to perform the functions of the Board relating to handling of stakeholders' queries and grievances and such other duties as specified in Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
i. Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;
ii. Review of measures taken for effective exercise of voting rights by shareholders;
iii. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;
iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;
v. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or the SEBI Listing Regulations or by any other regulatory authority.
vi. Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and any other matter specified in Listing Regulations.
Composition and other details of Stakeholders Relationship Committee:
The composition of the Stakeholders Relationship Committee comprises of two Non-Executive, Independent Directors and one is Executive Director. During the year under review, one meeting of the Stakeholders Relationship Committee was held viz. on January 24, 2024 and the details of the composition and attendance of the directors at the Stakeholders Relationship Committee meeting is given below:
AUDITORS
a) Statutory Auditors:
M/s. P R S V & Co. LLP., Chartered Accountants, Hyderabad, were appointed as Statutory Auditor of the Company by the shareholders for the period of 5 years from the conclusion of 37th Annual General Meeting till the conclusion of 42nd AGM. The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.
Comments on Auditors Report
M/s. P R S V & Co. LLP., Chartered Accountants, Hyderabad, have issued the Auditors' Report for Financial Year 2023-24. The Auditor's Report being self-explanatory do not call for any further comments and does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the standalone and consolidated financial statements in this Annual Report.
b) Secretarial Auditor:
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Vivek Surana & Associates., Practicing Company Secretaries as the Secretarial Auditors of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024.
The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Practicing Company Secretaries for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure- II and forms integral part of this Report.
The Secretarial Auditor's Report is self-explanatory and does not contain any qualification, reservation, adverse remark, or disclaimer.
c) Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s. S K S M & Associates, Chartered Accountants were appointed as Internal Auditors for FY 2023-24 at the Board Meeting held on May 18, 2023.
Internal Audit and Control System:
Internal audit and control systems play a crucial role in ensuring the efficient and effective operation of organizations across various sectors. Internal audit refers to the independent and objective examination of an organization's activities, processes, and controls to assess their adequacy, reliability, and compliance with relevant laws, regulations, and internal policies. The primary objective of internal audit is to provide assurance to management and stakeholders that risks are identified, managed, and mitigated appropriately.
Internal audit encompasses a wide range of activities, including evaluating the effectiveness of internal controls, identifying areas of improvement, assessing operational efficiency, detecting fraud and irregularities, and ensuring compliance with legal and regulatory requirements. By conducting regular audits, internal auditors help organizations identify potential weaknesses in their systems and processes, allowing management to take proactive measures to address them.
The Company has an Audit Committee consisting of Two Non-Executive Independent Directors and one Non-Executive Director. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control system and suggests improvements if any for strengthening them. The Company has a robust Management Information System which is an integral part of the control mechanism.
d) Cost Auditor
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013, are not applicable for the business activities carried out by the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the Financial Year 2023-24, the Statutory Auditors have not reported any matter 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.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Policy as adopted by the Board is available on the https://eyantraventures.com/wp- content/uploads/2024/01/Nomination-and-Remuneration-Policy-1.pdf
CODE FOR PREVENTION OF INSIDER TRADING
The Company adopted a Code of Conduct to regulate, monitor and report trading in securities of the Company by the designated persons and their immediate relatives pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Company's website at www.eyantraventures.com. The Company has implemented System Driven Disclosures for monitoring dealings in the securities of the Company by the promoters, directors and designated persons including immediate relative and also structured digital database to keep record of the persons with whom the unpublished price sensitive information of the Company has been shared with.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Board of Directors adopted the Whistle Blower Policy which is in compliance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy aims to conduct the affairs of the Company in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behaviour.
All present employees and Whole-time Directors of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees and other stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct and Ethics, and leak of price-sensitive information under the Company's Code of Conduct formulated for regulating, monitoring, and reporting by Insiders under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. It also provides for adequate safeguards against the victimisation of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee. During the year, no complaints were reported under the Whistle Blower Policy. The Whistle Blower Policy is available on the Company's website https://eyantraventures.com/wp- content/uploads/2023/08/Vigil%20Mechanism Whistle%20Blower%20Policy.pdf
MATERIAL SUBSIDIARY POLICY
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at Company's website https://eyantraventures.com/wp- content/uploads/2023/10/Policv%20on%20determining%20material%20subsidiary.pdf
POLICIES
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the corporate policies are available in the Company website (https://eyantraventures.com/governance-policies/). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.
RISK MANAGEMENT:
The Company has in place a Risk Management framework to identify, evaluate business risks and challenges across the Company both at corporate level as also separately for each business division.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company's internal control encompasses various managements systems, structures of organization, standard and code of conduct which all put together help in managing the risks associated with the Company
During the year under review, there are no risks which in the opinion of the Board that threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Controls and System. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details pertaining to loans given, guarantees or securities provided or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review is forming part of the notes to the Financial Statements.
PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and rules made thereof as amended from time to time and as per the Related Party Transaction (RPT) policy the Company during the financial year ended March 31, 2024 in prescribed Form AOC-2 is annexed to this Board's Report as Annexure-III. Further there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnel's and their relatives, which may have potential conflict with interest of the company at large. The related party transactions were placed before the audit committee and also to the Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and at arm's length basis. Details of the related party transactions during the year are part of the financial statements forming part of this Annual Report.
In line with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, which is also available on the Company's website at https://eyantraventures.com/wp- content/uploads/2023/08/Policv%20on%20Materialitv%20of%20and%20Dealing%20with%20Related%20Party%20Transactions.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed in Annexure IV.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable on the Company
ANNUAL RETURN:
The Annual Return of the Company for the financial year 2023-24 as required under Section 92(3) & 134(3)(a) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Company's website at the www.eyantraventures.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this report.
CORPORATE GOVERNANCE:
The company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization. The Company has incorporated the appropriate standards for corporate governance.
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
During the year under review, the Company was not required to file Business Responsibility and Sustainability Report.
INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 01, 2017 pursuant to Ministry of Corporate Affairs' notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards ('Ind AS') as notified under Section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs ('MCA')) and Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India. There was no revision of Financial Statements (Standalone & Consolidated) and Board Reports during the year under review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
One of the key strengths of the Company is its employees. Relations with employees remained cordial and satisfactory throughout the period under review. The Directors would like to place on record its appreciation to the contribution made by each of the employees of the Company towards the growth of the Company's business.
The statement of particulars of appointment and remuneration of managerial personnel 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 is available on the website of the Company www.eyantraventures.com. The statement containing particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is open for inspection at the Registered Office of the Company during business hours on all working days of the Company, up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act') and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy.
As the Company has less than 10 employees, it is not required to constitute an Internal Committee. Further, the Company has not received any Complaints during the Financial Year 2023-24.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 (the Act) do not apply as there was no amount in the unclaimed dividend account remaining unpaid under sub-section (5) of section 124 of the Companies Act, 2013.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review there was no change in the nature of Business of the Company
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.
INSURANCE
The Company's assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken adequate insurance cover for all movable & immovable assets and for all such types of risks, as considered necessary by the management from time to time.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.
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.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. The company ensures that it provides a harmonious and cordial working environment to all its employees. To ensure good human resources management, the Company focused on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill- development programs, engagement and volunteering programs. The company has put in continued efforts in building capabilities of Human Resources with adoption of specific and targeted interventions. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas are in place for all employees.
The Company is committed to nurture, enhance and retain talent through superior Learning & Organizational Development. The total strength of your Company employees as on March 31, 2024 was 21.
INVESTOR RELATIONSHIP
Investor relations is a critical function within a company that focuses on building and maintaining relationships with its investors and stakeholders. It serves as the bridge between the company's management team and its shareholders, analysts, and the broader investment community. The primary goal of investor relations is to effectively communicate the company's financial performance, strategic direction, and key developments to the investment community.
Investor relations activities play a vital role in managing the flow of information between the Company and its investors. This disseminates accurate and timely information, such as financial reports, earnings releases, and regulatory filings, to ensure transparency and compliance
Overall, investor relations is a critical function that helps companies establish and maintain productive relationships with their investors and the broader investment community and also contribute to enhancing the Company's reputation, maximizing shareholder value, and supporting its long-term growth objectives.
CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct for Board Members, Key Managerial Personnel and Senior Management Personnel for all the Board members and the senior management of the Company and this Code is posted on the website of the Company. Annual declaration is obtained from every person covered by the Code.
ACKNOWLEDGEMENTS:
The Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. The Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.
The Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, Securities and Exchange Board of India, BSE Limited, Depositories for their continued support for the growth of the Company.