To,
The Members,
Your Directors are pleased to present the 31st Annual Report of your company together
with the Audited Balance Sheet and Statement of Profit and Loss of the company for the
financial year ended 31.03.2023.
1. FINANCIAL HIGHLIGHTS:
Financial results for the year under review and as well as previous year are as
follows.
(Rupees in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
Year Ended 31.3.2023 |
Year Ended 31.3.2022 |
Year Ended 31.3.2023 |
| Revenue from Operations |
979.68 |
1782.86 |
1201.54 |
| Other income |
174.98 |
920.19 |
58.25 |
| Total Income |
1154.67 |
2703.05 |
1259.79 |
| Total Expenditure |
2110.91 |
2606.96 |
3524.90 |
| Profit Before Tax (PBT) |
(956.25) |
96.09 |
(2265.11) |
| Exceptional item |
- |
- |
- |
| Tax Expense: |
|
|
|
| a. current Tax |
- |
18.30 |
- |
| b. Deferred Tax |
(66.10) |
(54.75) |
(62.59) |
| Profit After Tax (PAT) |
(890.15) |
132.54 |
(2202.52) |
2. STATE OF COMPANYS AFFAIR:
During the financial year under review, your Company has achieved total income of Rs.
1154.67 lakhs as against the previous year income of Rs. 2703.05 lakhs and recorded net
loss of Rs. (890.15) lakhs for financial year 2022-2023 when compared to a net profit of
Rs. 132.54 lakhs during the previous year.
3. DIVIDEND:
Due to inadequacy of profit, the directors of your Company do not recommend any
dividend for the financial year 2022-2023.
4. TRANSFER TO RESERVES:
The Company did not transfer any amount to the Reserves for the Financial Year ended
March 31,2023.
5. SHARE CAPITAL:
The Company has issued and allotted 6,30,000 Share Warrants of Rs. 10/- at a price of
Rs. 68/- (including premium of Rs. 58/-) to Mr. M Satyendra, which were converted into
equal number of Equity Shares on 06.01.2023. As a result of which the issue, subscribed
and paid up capital of the Company has been increased from Rs.12,75,00,000/- to Rs.
13,38,00,000/-. The Authorised share capital increased from Rs. 14,00,00,000/- to
15,00,00,000/-.
6. CHANGE IN THE NATURE OF THE BUSINESS :
During the Financial year under Review there is no change in the nature of the
Business.
7. FIXED DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the provisions
of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 from the its member and public during the Financial Year.
8. MEETINGS:
During the year under review, ten board meetings were held. The maximum time gap
between any two consecutive meetings was within the period prescribed under Companies Act,
2013. The details of which are as follows.
| S. No |
Dates of Board Meeting |
| 1 |
24.05.2022 |
| 2 |
06.07.2022 |
| 3 |
13.08.2022 |
| 4 |
19.08.2022 |
| 5 |
01.09.2022 |
| 6 |
14.11.2022 |
| 7 |
20.12.2022 |
| 8 |
06.01.2023 |
| 9 |
08.02.2023 |
| 10 |
14.03.2023 |
9. SUBSIDIARIES
The Company have following Subsidiaries:
a. Medley Medical Solutions Private Limited
b. Tutoroot Technologies private Limited
c. Athena Global technologies (UK)
d. Athena Global Technologies, Inc.
The Statement containing the salient feature of the financial statement of subsidiaries
as per sub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith
annexed as Annexure I to this report.
10. 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. The
performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of the 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 the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the 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. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, held on 08.02.2023 performance of
non-independent directors, performance of the board as a whole and performance of the
chairman was evaluated, taking into account the views of executive directors and
nonexecutive directors. The same was discussed in the board meeting that followed the
meeting of the independent directors, at which the performance of the board, its
committees and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being evaluated.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. M Satyendra (DIN: 01843557) retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Mr. Rajesh Katragadda (DIN: 02727491), ceased to be the Independent Director of the
Company with effect from September 30, 2022 due to retirement.
The term of Mr. M Satyendra (DIN: 01843557), Managing Director expired with effect May
14, 2023. The Board on the recommendation of the Nomination and Remuneration Committee in
its meeting held on March 14, 2023 and pursuant to the approval of the shareholders
through postal ballot and remote electronic voting dated April 19, 2023, approved the
re-appointment Mr. M Satyendra (DIN: 01843557), Managing Director for a period of three
years from May 14, 2023 till May 13, 2026.
Mr. Prudvi Raju Manthena (Independent Director) demise on 06.05.2023, All the directors
and employees of the Company conveyed deep sympathy, sorrow and condolences to his family.
Mr. Maddi Venkata Sudarsan has appointed as an Additional Director of the Company in
the capacity of Independent Director on 02.08.2023.
For Directors seeking appointment/re-appointment in the forth coming Annual General
Meeting of the Company; the particulars as required to be disclosed in accordance with
Regulations 17 to 27 and para C, D & E of Schedule V of SEBI (Listing Obligations
& Disclosure Requirements) 2015, forms part of Corporate Governance Report.
12. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted their declaration of independence, pursuant to
the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing
Regulations, stating that they meet the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board is of the
opinion that the Independent Directors of the Company possess requisite qualifications,
experience, expertise and hold highest standards of integrity.
13. COMPOSITION OF BOARD COMMITTEES
We have in place all the Committees of the Board which are required to be constituted
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this Annual Report The Composition of various
Committees of the Board is hereunder:
Audit Committee |
| Mr. Ramesh Babu Nemani |
Chairman |
| Mr. Nukala Ashwanth |
Member |
| Mr. Avinash Vashistha (w.e.f. 08.05.2023) |
Member |
| Mr. Prudvi Raju Manthena (till 06.05.2023) |
Member |
Nomination and Remuneration Committee |
| Mr. Ramesh Babu Nemani |
Chairman |
| Mr. Nukala Ashwanth |
Member |
| Mr. Avinash Vashistha (w.e.f. 08.05.2023) |
Member |
| Mr. Prudvi Raju Manthena (till 06.05.2023) |
Member |
Stakeholders Relationship Committee |
| Mr. Ramesh Babu Nemani |
Chairman |
| Mr. Nukala Ashwanth |
Member |
| Mr. Avinash Vashistha (w.e.f. 08.05.2023) |
Member |
| Mr. Prudvi Raju Manthena (till 06.05.2023) |
Member |
14. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION, ETC.,
The following policies are attached herewith as part of Corporate Governance as
mentioned in "Annexure-IV".
1. Policy for selection of Directors and determining Directors Independence; and
evaluation mechanism.
2. Remuneration Policy for Directors, Key managerial Personnel and other employees.
15. POLICY ON SEXUAL HARASSMENT:
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace
in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
During the financial year ended 31st March, 2023, the Company has not received any
Complaints pertaining to Sexual Harassment.
16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an Internal Control System, commensurate with the size, scale
and complexity of its operations. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
17. STATUTORY AUDITORS AND AUDITORS REPORT:
M/s. Ramanatham & Rao, Chartered Accountants, Hyderabad, were appointed as
statutory auditors of the company for a period of five years in the Annual General Meeting
held on 30th September, 2022. They have confirmed that they are not disqualified to
continue as auditors of the Company.
The standalone and the consolidated financial statements of your Company have been
prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory
Auditors report does not contain any qualifications, reservations, adverse remarks or
disclaimers.-
The Statutory Auditors were present in the last AGM held on 30th September, 2022.
18. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee has appointed
M/s Sarda & Agarwal., Chartered Accountants, Hyderabad, as the Internal Auditors of
your Company on 30th May, 2023. The Internal Auditors are submitting their Reports on
quarterly basis pursuant to the provisions of section 138 and rule 13 of companies
(Accounts) rules, 2014.
19. 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 FRAUD REPORTING
During the Financial Year under review the Statutory Auditors of the Company have not
reported any incident of fraud to the Board of Directors of the Company
21. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on
the basis of secretarial audit received from the practicing company secretary and subject
to disclosures in the Annual Accounts, as also on the basis of the discussion with the
Statutory Auditors of the Company from time to time, and to the best of their knowledge
and information furnished, the Board of Directors states:
i. That in preparation of the Annual Accounts for the year ended 31st March, 2023; all
the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants
of India have been followed along with proper explanation relating to material departures,
if any.
ii. That the Directors have adopted such accounting policies, as selected in
consultation with Statutory Auditors, 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 the financial year ended 31st March, 2023.
iii. That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
iv. That the Annual Accounts for the year ended 31stMarch, 2023, have been prepared on
a going concern basis.
v. Those proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
vi. That systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
22. RISK MANAGEMENT
Pursuant to the provisions of section 134 (3) (n) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including
any statutory modification(s) or re-enactment thereof for the time being in force) and as
per SEBI (LODR) Regulations, 2015 the Risk management is not applicable to the Company.
23. VIGIL MECHANISM:
Pursuant to the provisions of section 177 (9) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time
being in force) the Company has framed a Whistle Blower Policy to deal with instance of
fraud and mismanagement, if any in the group. The details of the Policy are explained in
the Corporate Governance Report and also posted on the website of the Company.
24. CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 (1) and read with all other applicable provisions of the
Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for the time being in
force), corporate social responsibility are not applicable to the Company.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers)
Rules, 2014, are given in the notes to the Financial Statements..
26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company which have occurred during the financial year of the Company to which the
financial statements relate.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
a. Your company has taken adequate internal control procedures by which the cost of
electricity shall be identified with project and the company will provide an incentive for
the concerned department which consumes optimum power.
No additional investments for reduction of Energy consumption were taken up during the
year under review.
b. Technology absorption: Not Applicable
| Foreign Exchange Earnings & Outgo: |
2022-23 (Rs. in Lakhs) |
2021-22 (Rs. in Lakhs) |
| Foreign Exchange Earnings |
687.23 |
1010.16 |
| Foreign Exchange Outgo |
272.68 |
94.49 |
28. RELATED PARTY TRANSACTIONS:
Related Party Transactions entered into during the financial year under review are
disclosed in Notes forming part of standalone financials under the head Related Party
Disclosures (AS - 18). These transactions were at an arms length basis and in the
ordinary course of business.
During the year under review, transactions were conducted by the Company pursuant to
the Agreements entered into with its Related Parties during previous years; the same were
on an arms length basis and in the ordinary course of business. There were no materially
significant Related Party Transactions with the Companys promoters, directors, management
or their relatives which could have had a potential conflict with the interests of the
Company. Form AOC-2, containing a note on the aforesaid Related Party Transactions is
enclosed herewith as Annexure - II to this report.
The policy on Related Party Transactions, as approved by the Board may be accessed on
the Companys website https://www.athenagt.com/investor.
29. MANAGEMENT DISCUSSION AND ANALYSIS:
Aspects of Management Discussion and Analysis are enclosed as Annexure -Ill to
this report.
30. CORPORATE GOVERNANCE:
The Company has been making every endeavor to bring more transparency in the conduct of
its business. As per the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year
2022-2023 and a Certificate from the Secretarial Auditors of the Company are furnished,
which is enclosed as Annexure - IV to this Report.
31. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed
there under, the Board of Directors, on recommendation of the Audit Committee, appointed
M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial
audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates,
Practicing Company Secretaries for the financial year ending 31st March, 2023 is given in
the FORM NO: MR - 3 as Annexure V attached hereto and forms part of this Report.
There are no qualifications, reservations or adverse remarks made by the secretarial
auditor and the observation made is selfexplanatory and requires no further explanation
from the Board.
In accordance with the provisions of Regulation 24A of the Listing Regulations,
Secretarial Audit of material unlisted Indian subsidiaries of the Company namely, Medley
Medical solutions Private Limited and Tutoroot Technologies Private limited were
undertaken by P S Rao & Associates, Practicing Company Secretaries, Hyderabad and the
Secretarial Audit Reports issued by them to the Board of Medley and Tutoroot are provided
as Annexure -V(A) V(B) to this Report. The Secretarial Audit Reports for this
material unlisted Indian subsidiaries do not contain any qualification, reservation or
adverse remark.
32. EXTRACT OF ANNUAL RETURN
In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual
Return in the prescribed format i.e. Form MGT-7 is placed on the website of the Company
and may be accessed at Link:www.athenagt.com
33. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is herewith annexed as Annexure VI to this report and Rule 5 (2)
Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No
employee of your company is in receipt of remuneration exceeding Rs.8,50,000 per month or
Rs. 1,20,00,000 per annum during the Financial Year 2022-2023.
34. LISTING FEE:
Your Companys shares are presently listed and traded on the BSE Limited; Your Company
is regular in paying the listing fee to the BSE Limited.
35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:
No application was made or any proceedings pending under the IBC, 2016 during the year
ended on 31st March, 2023.
36. 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
37. ACKNOWLEDGEMENTS:
Your Directors place on record, their appreciation for the co-operation and support
from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and
Customers.
Your Directors would also like to place on record their sincere appreciation and
gratitude to the Shareholders, Central and State Government agencies etc for their Support
and co-operation. Your Directors express their heartfelt gratitude to the Employees for
their exceptional commitment and loyalty to the Company.
38. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the company has complied with the Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI) on Board Meetings SS-I),
General Meetings (SS-II).
39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
|
By Order of the board |
|
|
ATHENA GLOBAL TECHNOLOGIES LIMITED |
|
|
Sd/- |
Sd/- |
|
M. Satyendra |
M.Sunitha |
|
Chairman & Managing Director |
Director |
|
(DIN: 01843557) |
(DIN:06741426) |
| Place: Hyderabad |
|
|
| Date : 29.08.2023 |
|
|
+91-9892691696
