To the Members,
Edvenswa Enterprises Limited (Formerly KLK Electrical Limited)
Your directors have pleasure in presenting the 42nd Annual Report of your Company
together with the Audited Financial Statements for the year ended 31st March, 2023.
1. Financial performance:
The standalone and consolidated financial results for the period ended 31st March, 2023
are given below:
| Particulars |
Standalone |
Consolidated |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| Total Revenue |
85.19 |
151.69 |
5181.36 |
3906.40 |
| Profit before tax |
10.43 |
137.10 |
642.28 |
395.32 |
| Provision for Taxation |
5.10 |
7.13 |
66.16 |
19.75 |
| Net profit |
5.33 |
129.97 |
576.12 |
375.57 |
2. Overview & state of the companys affairs:
a) On Standalone Basis: For the Financial Year 2022-2023, Your company recorded a
total revenue of 85.19 Lakhs and Net profit of 5.33 Lakhs as compared to the previous year
total revenue of 151.69 Lakhs and Net profit of 129.97 Lakhs.
b) On Consolidated Basis: For the Financial Year 2022-2023, company recorded a
total revenue of 5181.36 Lakhs and Net profit of 576.12 Lakhs as compared to the previous
year of total revenue of 3906.40 Lakhs And Net profit of 375.57 Lakhs.
3. Dividend:
Keeping the Companys growth plans in mind, your Directors have decided not to
recommend dividend for the financial year 2022-2023.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company
has not proposed to transfer any amount to general reserves account of the company during
the year under review.
5. Investor Relations:
The Company continuously strives for excellence in its Investor Relations engagement
with International and Domestic investors through structured conference-calls and periodic
investor/analyst interactions like individual meetings, participation in investor
conferences, quarterly earnings calls and analyst meet from time to time, as applicable.
The Company ensures that critical information about the Company is available to all the
investors, by uploading all such information on the Companys website.
6. Corporate Governance Report:
In Compliance with the Provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations a separate report on Corporate Governance along with Certificate
from Practicing Company Secretary on its compliance informs Integral Part of Board Report
Annexure-
7. Significant & material orders passed by the regulators or courts or tribunals:
No significant or material orders have been passed against the Company by the
Regulators, Courts or Tribunals, which impacts the going concern status and companys
operations in future.
8. Material changes and commitments, if any, 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 the report:
During the year under review, the following are the material changes occurred in the
Company:
a. The name of the Company has been changed from KLK Electrical Limited to Edvenswa
Enterprises Limited
b. The Registered Office of the Company has been shifted from the state of Tamil Nadu
to the state of Telangana.
9. Transfer of un-claimed dividend to Investor Education and Protection:
There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and
Education and Protection Fund for the financial year ended 31st March, 2023.
10. Authorised Share Capital of the company:
The Authorised Share Capital of your Company was increased from Rs. 10,00,00,000
(Rupees Ten Crores only) to Rs. 20,00,00,000 (Rupees Twenty Crores only) during the year
under review.
Consequent to the above, the Authorised Share Capital of your Company as on 31st March,
2023 stood at Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two
Crore only) Equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.
11. Paid-up capital
As on 1st April 2022, the Paid up of the Company is 86,50,000 shares of Rs.10/- each
summing up to Rs. 8,65,00,000/ -. During the year under review, the Company converted the
Equity warrants and allotted 4,30,000 Equity shares to Mr. Y Ramesh Reddy on 5th November
2022.
On 21st July 2022, the Board of Directors of your Company approved to issue 1 Equity
share for every one fully paid equity share for cash at an issue price of Rs 25/- per
share (including Rs.15/- premium) (Right issue Price) for an amount aggregating to Rs.
22,70,00,000 on a right basis to eligible Equity shareholders of the Company as on the
record date i.e. 7th February 2023 , to meet working capital requirements and general
Corporate purposes, whereby proposing to increase the number of shares by
(90,80,000+90,80,000) i.e., 1,81,60,000.
The Company has appointed Finshore Management Services Limited as the Lead Managers and
Cameo Corporate Service Limited as Registrar to the Issue and Kotak Mahindra Bank as
Banker to the issue, subsequently the Board of Directors at their meeting held on 23rd
January, 2023 approved the issue period from 16th February to 8th March, 2023 and further
extended it to 17th March, 2023.
The basis of allotment was approved on March 23, 2023 in consultation with BSE Limited,
the Designated Stock Exchange and Cameo Corporate Service Limited.
The Board of Directors at their meeting held on 23rd March, 2023, allotted 90,80,000
Equity shares to the shareholders of the Company as on the record date fixed for the
purpose of Rights issue and further obtained listing approval from BSE Limited as on March
24, 2023 and Trading approval as on 28th March, 2023.
12. Revision of financial statements:
There was no revision of the financial statements for the year under review.
13. Change in the nature of business, if any:
There has been no change in the nature of the Company during the year under review.
14. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended 31st
March, 2023 and as such no amount of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
Since the Company has not accepted any deposits during the Financial Year ended 31st
March 2023, there has been no non-compliance with the requirements of the Act.
15. Subsidiary companies:
The Board perused the announcement dated on the successful completion of the open offer
process, resulting in change of ownership and management of the Company and invited the
new management to take control of the Company under the guidance of Mr. Sreenivasa
Sreekanth Uppuluri the Promoter of the Company.
The Company through its Open offer has acquired Edvenswa Tech INC as its 100%
subsidiary.
The Company Edvenswa Tech INC., the subsidiary of Edvenswa Enterprises Limited through
its Membership Interest Purchase Agreement on 20th January 2023, with existing shareholder
Seltosoft LLC USA.
Accordingly, the Seltosoft LLC USA, Wholly Owned Subsidary of Edvenswa Tech Inc.,
effective from 1st December 2022.
16. Performance of subsidiary company and its contribution to the overall performance
of the Company during the period under report:
The company has consistently demonstrated impressive growth, with revenues steadily
increasing year after year. Its commitment to innovation and customer satisfaction has
solidified its reputation in the industry.
17. Companies which have become or ceased to be subsidiaries:
None of the companies have become or ceased to become the subsidiaries, joint ventures
or associates company to the Company during the year 2022-23.
18. Particulars of Loans and Guarantee given, Security provided and Investment made:
As required under Section 186(4), Your Directors report includes particulars of Loans,
Guarantees Given and Security provided and Investment made in detail in the notes to the
Financial Statements.
19. Particulars of Employees:
The information required under section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given in Annexure-D.
The information required under Section 197(12) of the Companies Act, 2013 ("the
Act") read with Rule 5(2) & of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report. However, pursuant to first
proviso to Section 136(1) of the Act, this Report is being sent to the Shareholders
excluding the aforesaid information.
Auditors:
a) Independent Audit Report: During the Year, the Company auditors have not made
any Qualifications, reservation or adverse remarks in their report on financial Statements
of the Company and there were no instances of frauds reported by the auditors under
Section 143(12) of the Companies Act.
b) Statutory Auditors: Pursuant to provisions of Section 139 and 142 of the
Companies Act 2013 and other applicable provisions of the act read with the rules made
thereunder M/s Anant Rao & Mallik, Chartered Accountants (Firm Reg no 006266S)
appointed as Statutory auditors of the Company for a second term of 5 Years to hold office
until the conclusion of the 44th AGM of the Company to be held on 2025 on such
remuneration mutually agreed by the Board of Directors and the Auditors. The auditors have
confirmed that they hold valid certificate issued by the peer review Board of Institute of
Chartered Accountants of India and eligible to continue to hold the Office for the rest of
their tenure.
c) Internal Auditor: Pursuant to the provisions of the Section 138 of the Act and
based on the recommendations of the Audit committee the Board of Directors at the meeting
held on 26th May 2022 has appointed ERR and Associates as Internal auditors of the Company
for the Financial Year 2022-2023.
d) Secretarial Auditors: Pursuant to Provisions of Section 204 of the Companies Act
read with Companies (Appointment and Remuneration of the Managerial Personnel) Rules 2014
and based on the recommendation of the Audit Committee, the Board of Directors have
appointed M/s. B S S & Associates as Secretarial Auditors for the Financial Year
2022-2023. The Secretarial Audit report for the Financial Year 2022-2023 is prescribed in
MR-3 enclosed in Annexure D.
e) Annual Secretarial Compliance report: Secretarial Compliance Report for the
Financial Year ended 31st March 2023 is not applicable to the Company as the company is
covered under the exemption provided in Regulation 15(2) of Listing Regulations.
f) Cost records and cost audit: Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable
for the business activities carried out by the Company.
20. Statement regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors appointed during the
year:
The Board confirms that the Independent Director(s) appointed during the year are
proficient and have relevant expertise in their respective fields. All the Independent
Director(s) of the Company have registered themselves with the Indian Institute of
Corporate Affairs (IICA), Manesar and have included their names in the databank of
Independent Directors within the statutory timeline.
21. Independent directors familiarization programmes:
Independent Directors are familiarized about the Companys operations, businesses,
financial performance and significant development so as to enable them to take
well-informed decisions in timely manner. Interaction with the Business heads and key
executives of the Company is also facilitated. Detailed presentations on important
policies of the Company are also made to the directors. Direct meetings with the
Chairperson are further facilitated to familiarize the incumbent Director about the
Company/its businesses and the group practices.
22. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and
Listing Regulations. The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, the performance of non-independent
directors, the board as a whole and the Chairman of the Company, taking into account the
views of executive directors and nonexecutive directors.
The Board reviewed the performance of individual directors on the basis of criteria
such as the contribution of the individual director to the board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution
and inputs in meetings, etc.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
23. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved by the Board of
Directors.
24. Directors and key managerial personnel:
As on date of this report, the Company has Five Directors, out of which There are three
Independent Directors including one women director and two are executive directors.
a) Appointment/Re-appointment of Directors of the Company
• Mr. Sreenivasa Sreekanth Uppuluri was appointed as Chairman and Managing
Director of the Company in the 41st Annual General Meeting held on 27th September 2022.
• Mr. Y Ramesh Reddy was appointed as an Additional Director and Whole time
Director of the Company w.e.f. 26th May 2022 for the period of 5years and was regularized
in the 41st AGM held on 27th September 2022.
• Appointment of Mrs. Srinvani Nandiraju as Independent Director in the Woman
Category of the Company with effect from 26th May 2022.
• Appointment of Mr. Garimella Jayachand as Independent Director of the Company
with effect from 26th May 2022.
• Appointment of Mr. Ravikanth Andhavarapu as an Independent Director of the
company with effect from 26th May 2022.
b) Key Managerial Personnel: Key Managerial Personnel for the financial year
2022-2023
• Mr. Uppuluri Sreenivasa Sreekanth is Chairman and Managing Director of the
company.
• Mr. U. Krishna Murthy is the Chief Financial Officer of the company w.e.f
05.09.2022.
• Mrs. Hima Bindu. D appointed as company secretary and Compliance officer of the
company w.e.f 05.11.2022.
25. Board meetings & Directors attendance:
The Board of Directors duly met 12 (Twelve) times i.e., 8th April 2022, 26th May 2022,
28th July 2022, 14th August 2022, 5th September 2022, 5th November 2022, 14th November,
2022, 22nd December 2022, 23rd January 2023,14th February 2023, 27th February 2023, and
23rd March 2023. The maximum time gap between any two Board meetings during this period
did not exceed 120 days at any point in time.
26. Committees of the board:
The Company has three Board-level Committees - Audit Committee, Stakeholder
Relationship Committee, Nomination & Remuneration Committee
All decisions pertaining to the constitution of Committees, appointment of members and
fixing of terms of service for Committee members are taken by the Board of Directors.
Details on the role and composition of these Committees, including the number of meetings
held during the financial year and the related attendance, are provided in this Report.
27. Policy on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under sub-section (3) of section 178:
The policy on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under section 178(3) for payment of remuneration to Directors including
Non-Executive Directors has been uploaded on the website of the Company and can be
accessed through the web-link www.edvenswa.com
28) Risk Management Policy:
Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, Company
has adopted a risk management policy to mitigate and manage risks including identification
and evaluation, in the opinion of the Board.
29. Audit committee:
Terms of reference of Audit committee covers all the matters prescribed under
Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.
A. Brief Description of Terms of Reference:- Overview of the Companys financial
reporting process and disclosure of its financial information to ensure that the financial
statements reflect a true and fair position and that sufficient and credible information
is disclosed.
a. Oversight of the Companys financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
b. Recommending the appointment and removal of External Auditors, fixation of audit fee
and approval for payment for any other services;
c. Review and monitor the auditors independence and performance, and effectiveness of
audit process.
d. Approval of payment to statutory auditors for any other services rendered by them.
e. Review with the management and statutory auditors of the annual financial statements
before submission to the Board with particular reference to:
i) Matters required to be included in the Directors Responsibility Statement to be
included in the Boards Report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
ii) Changes, if any, in accounting policies and practices and reasons for the same;
iii) Major accounting entries involving estimates based on the exercise of judgment by
management;
iv) Significant adjustments made in the financial statements arising out of audit
findings;
v) Compliance with listing and other legal requirements relating to financial
statements disclosure of any related party transactions; Modified opinion(s) in the draft
audit report;
f. Review of the quarterly and half yearly financial results with the management and
the statutory auditors;
g. Examination of the financial statement and the auditors report thereon;
h. Review and monitor statutory auditors independence and performance and
effectiveness of audit process;
i. Approval or any subsequent modification of transactions with related parties;
j. Scrutiny of inter-corporate loans and investments;
k. Review of valuation of undertakings or assets of the company wherever it is
necessary;
l. Evaluation of internal financial controls and risk management systems;
m. 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;
n. 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;
o. 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;
p. Consideration of the reports of the internal auditors and discussion about their
findings with the management and suggesting corrective actions wherever necessary;
q. 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;
r. Review the functioning of the whistle blower mechanism;
s. Review and monitor the end use of funds raised through public offers and related
matters;
t. Approval of appointment of Chief Financial Officer after assessing the
qualifications, experience and background, etc. of the candidate;
u. Frame and review policies in relation to implementation of the Code of Conduct for
Prevention of Insider Trading and supervise its implementation under the overall
supervision of the Board;
v. Discharge such duties and functions as indicated in the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Companies Act, 2013 and the rules made thereunder from time to time.
w. Review of the following information:
• Management discussion and analysis of financial condition and results of
operations;
• Statement of significant related party transactions (as defined by the audit
committee), submitted by management;
• Management letters / letters of internal control weaknesses issued by the
statutory auditors;
• Internal audit reports relating to internal control weaknesses;
• The appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the Audit Committee.
• Statement of deviations as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
• Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).
• Annual statement of funds utilized for purposes other than those stated in the
offer document/ prospectus / notice in terms of Regulation 32(7).
• The Audit Committee of the listed holding company shall also review the
financial statements, in particular, the investments made by the unlisted subsidiary
company.
• Carrying out any other function as may be referred to the Committee by the
Board.
• Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.
30. Declaration by the Company:
None of the Directors of the Company are disqualified for being appointed as Directors
as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.
31. Conservation of energy, technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder and Rule 8 of Companies (Accounts) Rules, 2014:
A. Conservation of Energy: Your Companys operations are not energy intensive.
Adequate measures have been taken to conserve energy wherever possible by using energy
efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Foreign Exchange Earnings of Rs.84,82,923 reported
during the FY 202223 under Software Services Income.
2. Foreign Exchange Outgo: During the FY 2022-23, the company made Investments in
Edvenswa Tech Inc (A wholly owned Subsidiary of Edvenswa Enterprises Limited) through Swap
of Shares. It does not involve any actual cash outflow.
32. Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also
available on the Companys www.edvenswa.com
33. Declaration of independence:
The Company has received declarations from all the Independent Director(s) of the
Company confirming that they meet the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of
the Listing Regulations
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, all the Independent Director(s) of the Company have registered themselves
with the India Institute of Corporate Affairs (IICA), Manesar and have included their
names in the databank of Independent Directors within the statutory timeline.
The Independent Director(s) have also confirmed that they have complied with Schedule
IV of the Act and the Companys Code of Conduct.
In terms of Schedule IV of the Companies Act, 2013 and Regulation 25(8) of the Listing
Regulations, the Independent Director(s) have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence.
During the year, Independent Director(s) of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).
34. Internal Financial Control:
Your Company has well laid out policies on financial reporting, asset management,
adherence to Management policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an exhaustive budgetary control and standard
costing system. Moreover, the management team regularly meets to monitor goals and results
and scrutinizes reasons for deviations in order to take necessary corrective steps. The
Audit Committee which meets at regular intervals also reviews the internal control systems
with the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All audit
observations and follow up actions are discussed with the Management as also the Statutory
Auditors and the Audit Committee reviews them regularly.
35. Corporate social responsibility policy:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.
1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year,
section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.
36. Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively. During the year under review, the
Company was in compliance with the Secretarial Standards (SS)
i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.
37. Directors Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that for the financial year ended March 31,
2023:
a) in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards and schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the same;
b) the Directors have 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 your Company as on March 31, 2023 and of the profit
and loss of the Company for the financial year ended March 31, 2023;
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 a going concern basis;
e) proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws were
followed and that such systems were adequate and operating effectively.
38. Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(2) (e) read with schedule V, Part B of Listing Regulations with the stock
exchange in India is annexed herewith as Annexure-A to this report.
39. Related Party Transactions:
During the year under review, the Company had not entered in to any materially
significant transaction with any related party that may have potential conflict with the
interests of the Company at large. All the related party transactions during the year are
in the ordinary course of business and on arms length basis.
Transactions with the Related Parties as required under Indian Accounting Standard-24
are disclosed in Note 22 of the Standalone Financial Statements forming part of this
Annual Report
40. Vigil mechanism/ whistle blower policy:
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 and Regulation 22 of the
Listing Regulations. The Company promotes ethical behaviour and has put in place a
mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism
and Whistle-blower policy under which the employees are free to report violations of
applicable laws and regulations and the Code of Conduct. Employees may report their
genuine concerns to the Chairman of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee.
Vigil Mechanism Policy has been established by the Company for directors and employees
to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013. The same has been placed on the website of the Company
https://edvenswa.com/docs/policies/Vigil%20Mechnism.pdf.
41. Non-executive directors compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.
42. Industry based disclosures as mandated by the respective laws governing the
company:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.
43. Corporate insolvency resolution process initiated under the insolvency and
bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
44. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.
45. CEO/ CFO Certification:
Certification from the Managing Director on the financial statements u/r regulation 17
(8) of Listing Regulations for the year 2022-23 is annexed in this Annual Report.
46. Code of conduct for the prevention of insider trading:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015
as amended from time to time, the Company has formulated a Code of Conduct for Prevention
of Insider Trading ("Insider Trading Code") and a Code of Practices and
Procedures for fair disclosure of Unpublished Price Sensitive Information
("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is available on the
website of the Company www.edvenswa.com
47. Prevention of sexual harassment at workplace:
The Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various policies and practices. The
Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which
aims at prevention of harassment of employees and lays down the guidelines for
identification, reporting and prevention of undesired behaviour. An Internal Complaints
Committee ("ICC") has been set up by the senior management (with women employees
constituting the majority). The ICC is responsible for redressal of complaints related to
sexual harassment and follows the guidelines provided in the Policy.
During the financial year ended March 31, 2023, no complaints pertaining to sexual
harassment have been received.
48. 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 Not applicable.
49. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to create
new green initiatives, electronic copy of the Notice of this 42nd Annual General Meeting
of the Company are sent to all Members whose email addresses are registered with the
Company/Depository Participant(s). For members who have not registered their e-mail
addresses, physical copies are sent through the permitted mode.
50. Event Based Disclosures:
During the year under review, the Company has not taken up any of the following
activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employees stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its
shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
51. Disclosure of accounting treatment:
The Indian Accounting Standard (Ind-AS) notified under Section 133 of the Companies
Act, 2013, read together with Rule 3 of the Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 issued by the
Ministry of Corporate Affairs and the applicable Accounting Standards/ Guidance Notes /
Announcements issued by the Institute of Chartered Accountants of India as notified from
time to time, have been followed in preparation of the financial statements of the
company.
52. Appreciation & acknowledgement:
Your 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. Your Directors also thank
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.
Your Directors also wish to place on record their appreciation of business
constituents, banks and other financial institutions and shareholders of the Company like
SEBI, BSE, NSDL, CDSL, Banks etc. for their continued support for the growth of the
Company.
|
For and on behalf of the Board of |
|
Edvenswa Enterprises Limited |
|
Sd/- |
|
U. Sreenivasa Sreekanth |
|
Chairman & Managing Director |
| Date: 06-09-2023 |
|
| Place: Hyderabad |
|
+91-9892691696
