To,
The Members of,
S A TECH SOFTWARE INDIA PRIVATE TIMITED.
The Directors have pleasure in presenting before you the Annual Report of the Company together with Audited Annual Financial Statements for the Year Ended 31st March, 2023.
1. FINANCIAL RESULTS;
The performance during the period ended 31st March, 2023 has been as under:
(Amount in "000" )
Tax
2. THE STATE OF COMPANY AFFAIRS:
During the year under report, the Company earned a total income of Rs.56,73,04,880/- as compared to the total income of Rs.41,21,54,140/- earned during the previous year. The income of the Company during the Year showed an increase of 38% and is expected to grow more in the upcoming years.
After charging all expenses and taxes, the Company in the F.Y. 2022-23 incurred a Profit of Rs.2,18,79,030/- during the year under report as compared to the loss of Rs.6,87,97,510/- during the previous year.
3. DETAILS OF SUBSIDIARIES, JOINT VENTURES (TV) OR ASSOCIATE COMPANIES (AO:
As the Company does not have any subsidiary, joint venture or associate company, it is not required to give details as required under Rule 8(5) (iv) of Companies (Accounts) Rules, 2014.
4. REPORTO N PERT O R M A X C E A N D FIN A N CI A. L F O SIT 3 O X O F S U BSIDIARIES, TOINT VENTURES (TV), ASSOCIATE COMPANIES (AC):
As company does not have any subsidiary, joint venture or associate companies, it is not required to give details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014.
5. AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES:
During the Year under the Report the Directors of your Company, does not propose to transfer any amounts to reserves.
6. DIVIDEND:
The Directors do not recommend any Dividend for the FY 2022-23.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 31.03.2023 OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and Commitments affecting the financial position of the company since 1st April 2023 till the date of this report have taken place.
8. EVENT BASED DISCLOSURES IN DIRECTORS REPORT:
The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.
However, during the period under report, the Company has approved the transfer of 88,146 equity shares, subsequent to which the Holding Company has changed from Mindpool Technologies Limited to SA Technologies Inc.
9. DIRECTORS:
(i) Composition of the Board of Directors as on 31st March 2023:
(ii) Retirement by Rotation & re-appointment:
Being a Private Limited Company, the provisions of Section 152 (6) of the Companies Act 2013, do not apply to the Company and hence it is not mandatory for the Directors to Retire by Rotation.
(iii) Appointment of Independent Directors:
The Company being a Private Limited Company, the company is not required to appoint any independent directors on its board of directors.
10. APPOINTMENT AND/OR RESIGNATION OF KEY MANAGERIAL PERSONNEL:
The Company being a Private Limited Company, it is not required to appoint a Key Managerial Personnel under section 203 of the Companies Act, 2013. The paid-up capital of the Company being less than Rs. 10 crores, it is not required to have a whole time Company Secretary.
11. NUMBER OF BOARD MEETINGS HELD:
12 (Twelve) meetings of the Board of Directors of the Company were held during the financial year 2022-23 with a gap of not more than 120 days between two consequent board meetings.
12. DECLARATIONS BY INDEPENDENT DIRECTORS:
The company being a Private Limited Company, is not required to appoint an independent director on its Board of directors.
13. COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY:
The company being a Private Limited Company it is not required to form the Audit Committee and the Nomination & Remuneration committee as per section 177,178 of the Companies Act, 2013 and the rules there under and it is also not required to formulate and disclose the Remuneration policy as per section 178(3) of the Companies Act, 2013.
14. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The company being a Private Limited Company, it is not required to formulate and disclose the Remuneration policy.
15. EVALUATION OF BOARD OF DIRECTORS. COMMITTEES AND INDIVIDUAL DIRECTOR:
The company being a Private Limited Company, it is not required to give a statement indicating the manner in which the formal annual evaluation has been made by the board of its own performance and that of its committees and individual directors.
16. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The company being a Private Limited Company is not required to give statement of Remuneration ratio of Directors etc. as prescribed under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
17. REMUNERATION PAID TO THE EMPLOYEES:
Since the remuneration withdrawn by the Director and employees during the FY 2022-23 was within the limit prescribed in the rule, therefore, the statement as required under rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) is not applicable to the Company.
18. DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY'S HOLDING OR SUBSIDIARY COMPANY:
There were no instances of receiving remuneration or commission by a Managing or Whole time Director of the company from its holding or subsidiary company during the FY 2022-23 requiring the disclosure under section 197(14) of the Companies Act, 2013.
19. DEPOSITS:
The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended. Further the Company has not accepted any money from its directors or relatives of Directors during the Financial Year 2022-23.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given herein below:
A. CONSERVATION OF ENERGY
(i) Steps taken or impact on conservation of energy: During the Year, your Company allowed its employees to work from Home. This resulted in consumption of Energy, Employees were called to work from Office Premises only when it was needed.
(ii) Steps taken by the company for utilizing alternate sources of energy: NA
(iii) Capital investment on energy conservation equipment: NA
B. TECHNOLOGY ABSORPTION
The Company does not have any imported technology and hence the question of absorbing technology does not arise. Company did not spend any amount on research & development.
C. FOREIGN EXCHANGE EARNINGS & OUTGO:
Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.
(Amount in "000" 1)
21. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
Company does not foresee any specific risk which would threaten the existence of the company.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company's net worth is less than Rs. 500 Crore, the turnover is less than Rs. 1000 crores and its net profit is not more than Rs. 5 Crore. Thus, Company does not belong to the class or classes of Companies as prescribed under the provisions of section 135 of the Companies Act, 2013 and the rules made there under. Hence Company is not required to constitute CSR Committee, frame CSR policy or spend amount on CSR as per the provisions of section 135 of Companies Act, 2013.
23. SECRETARIAL AUDIT REPORT:
The company being a Private Limited Company, the provisions of section 204 of Companies Act,
2013 regarding mandatory secretarial audit are not applicable to the company.
24. AUDITORS:
(i) Statutory Auditors: The Company at its Annual General Meeting held on 30th September 2022 re-appointed M/s. Katariya & Munot, Chartered Accountants (FRN128438W) as the Statutory Auditors of the Company to hold office for another Term of 5 (Five) years.
(ii) Cost Auditors: As per the provisions of Section 148 of the Companies Act, 2013, the Company is not required to appoint a cost auditor.
(iii) Secretarial Auditors: The Company being a Private Limited Company, the provisions of section 204 of Companies Act, 2013 regarding mandatory secretarial audit are not applicable to the company.
25. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors state that:
a. in the preparation of the Annual Accounts for the year 31st March, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
b. 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 at the end of the financial year and of the profit of the Company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the Annual Accounts on a going concern basis;
e. 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.
26. REPLY TO AUDITORS QUALIFICATION OR REMARKS OR OBSERVATIONS:
There are no qualifications in the Statutory Auditor's Report which requires our reply except as mentioned in the CARO Report by the Auditor for Statutory Dues.
27. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be uploaded on the website of the Company within prescribed the time period after the ensuing Annual General Meeting of the Company at: https:/ /www.satincorp.com
28. PARTICULARS OF LOANS. GUARANTEES AMD INVESTMENTS
The Company has not given any loan as contemplated by section 186 of the Companies Act 2013 during the financial year.
29. PARTICULARS OF RELATED PARTY TRANSACTIONS:
The related party transactions are as per the Form AOC-2 which is attached as Annexure "A".
30. DETAILS OF SIGNIFICANT AMD MATERIAL ORDERS PASSED BY- REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no instances during the year attracting the provisions of Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014.
31. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company being a private limited company having turnover of not more than Rs. 200 Cr. or outstanding loans from Banks & Financial institutions not more than Rs. 100 crores, the provisions of section 138 regarding mandatory internal auditor appointments are not applicable to the company. Though the company need not have the Audit committee, it has employed suitable monitoring systems to report about the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records etc. All the transactions are checked, passed and processed with proper authorizations.
32. CORPORATE GOVERNANCE CERTIFICATE:
The company being a private company, it is not required to obtain compliance certificate from the auditors practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement.
33. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
During the year under review, the company has generally complied with all the secretarial standards applicable to it from time to time.
34. VIGIL MECHANISM:
The Company being a private company which has not accepted public deposits or whose borrowing from Bank / Public Financial Institution is not exceeding 50 cr., it is not required to establish vigil mechanism Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:
The Company as required under the provisions of Section 22 and 28 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has in place an Anti-Sexual Harassment Policy in line with the requirements of the Act. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No Complaints have been received by the Committee during the year under report.
36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 20161 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
There were no instances during the financial year 2022-23 attracting the provisions of Insolvency & Bankruptcy Code, 2016.
37. THE 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:
There were no instances during the financial year 2022-23 attracting this provision.
38. ACKNOWI.EDGEMENT:
Directors take this opportunity to express their sincere appreciation for the services rendered by the Company's Bankers, Consultants and Advisors, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.