FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2023
Dear Shareholders,
Your Directors have great pleasure in presenting the 31st Board
s Report together with the Audited Balance Sheet as at 31stMarch, 2023 and
Profit & Loss Account for the year ended on that date.
FINANCIAL STATEMENTS & RESULTS:
Financial Results
The Companys performance during the year ended 31st March,
2023 as compared to the previous financial year, is summarized below:
(Rs. In Lacs except EPS)
| Particular |
For the financial year ended 31stMarch,
2023 |
For the financial year ended 31stMarch,
2022 |
| Revenue from operation |
1.84 |
- |
| Other income |
24.73 |
9.59 |
| Total Income |
26.57 |
9.59 |
| Less: Expenses |
56.71 |
64.56 |
| Profit/ (Loss) before tax |
(30.14) |
(54.97) |
| Less: Provision for tax/Deferred Tax |
- |
- |
| Income Tax & Tax of years w/off |
- |
- |
| Profit / (Loss) after Tax |
(30.14) |
(54.97) |
| Other comprehensive (loss)/income for the year |
0.01 |
0.05 |
| Total comprehensive income for the year |
(30.13) |
(54.92) |
| No. of Equity Shares |
11010950 |
11010950 |
| EPS |
(0.27) |
(0.50) |
FINANCIAL PERFORMANCE:
The total income of the Company for the year under review stood at
26.57 Lakhs (previous year Rs. 9.59 Lakhs) increase by 177.059%. During the year the
Company had a net loss of Rs.30.14 Lakhs (previous year net loss of Rs.54.97 Lakhs).
IMPACT OF CORONA VIRUS ON GOING CONCERN
In view of the outbreak of the pandemic, the Company undertook timely
and essential measures to ensure the safety and well-being of all its employees at the
Registered office. The Company observed all the government advisories and guidelines
thoroughly and in good faith.
SHARE CAPITAL:
There was no change in Share Capital of the Company during the
Financial Year 2022-23 and Company Share Capital as on 31.03.2023 stood at Rs.
110,109,500/-.
DIVIDEND:
In view of losses incurred, your Directors do not recommend dividend
for the year under review.
TRANSFER TO RESERVES:
During the year under review, the company has not transferred any
amount to the reserves.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, extract of the Annual Return as on March 31, 2023 in form MGT-9 is available on the
website of the Company viz. www.clioinfotech.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March 2023, the Board comprised of 02 Executive Director Mr.
Suresh Bafna and Mr. Hasmukh Kantilal Sharma, 02 Non Executive Independent Directors named
as Mr. Devendra Sanghvi and Mrs. Sejal Jain, and 02 Non Executive Non Independent
Directors named as Mrs. Alka Rajendra Mehta and Ms. Priyanka Sodagar based on the
confirmations/disclosures received from the Directors under Section 149(7) of the
Companies Act 2013 and Regulation 16(1)(b) and 25 of SEBI (LODR) Regulations, 2015 and on
evaluation of the relationships disclosed, the following Non-Executive Directors are
considered as Independent Directors:
a. Mr. Devendra Sanghvi b. Mrs. Sejal Jain
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014 and Articles of
Association of the Company, Mr. Hasmukh Kantilal Sharma (DIN: 09815101), Director of the
Company, liable to retire by rotation, will be retiring at the ensuing Annual General
Meeting. He is eligible for re- appointment at the ensuing Annual General Meeting and has
offered himself for re-appointment.
Additional Information on directors recommended for
appointment/re-appointment as required under Regulation 36(3) of the SEBI (Listing and
Obligation Disclosure Requirements) Regulations 2015 at ensuing Annual General Meeting are
given in the Notice convening 31st Annual General Meeting.
The Company has formulated code of conduct on appointment of directors
and senior management. This code of conduct can be accessed on the website of the Company
at the link-
https://clioinfotech.in/wp-content/uploads/2022/03/Code-of-Conduct-for-Director-and-Senior-Management.pdf
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The following changes occurred in the Company during the financial year
and thereafter as on date of AGM:
1) Mr. Hasmukh Kantilal Sharma was appointed as Executive Director of
the Company w.e.f. 17.01.2023 and Mr. Suresh Bafna resigned as Managing Director w.e.f.
16.06.2023
2) Mr. Vatsal Nilesh Shah resigned as Company Secretary and Compliance
Officer of the Company w.e.f. 20.10.2022. Further Mrs. Dhara Jagdishbhai Patel was
appointed as Company Secretary & Compliance Officer 25.04.2023 & she resigned
w.e.f. 23.05.2023.
3) Mrs. Alka Rajendra Mehta and Ms. Priyanka Sodagar was appointed as
Non-Executive Non Independent Director w.e.f 17.01.2023 and 06.02.2023 and Mrs. Alka
Rajendra Mehta was also appointed as Chairman of the Company w.e.f. 02.09.2023
4) Mr. Naman Bhanubhai Shah, Mr. Apurva Dilipbhai Shah were appointed
as Independent Director w.e.f 15.06.2023, Mr. Nirav Rohitkumar Shah was appointed as
Independent Director w.e.f 10.08.2023, he is re-designated as Managing Director w.e.f. 02nd
September, 2023. Mr. Devendra Sanghvi resigned as Independent Director w.e.f 06.07.2023
and Mrs. Sejal Jain resigned as Independent Director w.e.f 10.08.2023
5) Mr. Uday Chandrakant Shah was appointed as Chief Financial Officer
w.e.f. 27.07.2023 and Ms. Kinjal Ashok Ghone resigned as Chief Financial Officer w.e.f.
27.07.2023
MEETINGS OF THE BOARD:
During the year under review, the Board of Directors has held Eight (8)
Board meetings. The details of the Board meetings and the attendance of the Directors are
provided in the Corporate Governance Report.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD:
SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015,
mandates that the Board shall monitor and review the Board evaluation framework. The
framework includes the evaluation of directors on various parameters such as i. Board
dynamics and relationships ii. Information flows iii. Decision-making iv. Relationship
with stakeholders v. Company performance and strategy vi. Tracking Board and committees
effectiveness vii. Peer evaluation
Pursuant to the provisions of the Companies Act, 2013 a formal annual
evaluation needs to be made by the Board of its own performance and that of its committees
and individual directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of the independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated. The Board works with the nomination and
remuneration committee to lay down the evaluation criteria.
The Board has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit Committee,
Nomination & Remuneration Committee and Stakeholders Relationship Committee of the
Company. The Board has devised questionnaire to evaluate the performances of each of
executive, non-executive and Independent Directors. Such questions are prepared
considering the business of the Company and the expectations that the Board have from each
of the Directors. The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings; ii.
Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs
regarding future growth of Company and its performance; iv. Providing perspectives and
feedback going beyond information provided by the management. v. Ability to contribute to
and monitor our corporate governance practices
DECLARARTION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all the Independent
Directors of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 25
of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, confirming
that they meet the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing and Obligation Disclosure
Requirements) Regulations 2015.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 134(3)(c) of the Companies Act, 2013 and
according to the information and explanations received by the Board, your Directors state
that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures; 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 the company at the end of the
financial year and of the loss of the company for that period; c. the directors have 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 have
prepared the annual accounts on a going concernbasis; e. the directors have laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively;and f. 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.
COMMITTEES OF THE BOARD:
There are currently three Committees of the Board, as follows:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the Report on Corporate Governance and
forms part of this Annual Report.
VIGIL MECHANISH / WHISTLE BLOWER POLICY:
The Company has adopted a Vigil mechanism/Whistle blower Policy to deal
with instance of fraud and mismanagement, if any. The Company had established a mechanism
for directors and employees to report concerns about unethical behavior, actual or
suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also
provides for adequate safeguards against victimization of directors and employees who
avail of the mechanism and also provide for direct access to the Chairman of the Audit
Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained
in the report of Corporate Governance and also posted on the website of the Company at:
https://clioinfotech.in/wp-content/uploads/2022/03/WHISTLE-BLOWER-POLICY.pdf We affirm
that during the financial year 2022-2023, no employee or director was denied access to the
Audit Committee.
REMUNERATION POLICY:
Pursuant to provisions of Section 178 of the Companies Act, 2013 and
SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 and on the
recommendation of the Nomination and Remuneration Committee, the Board has adopted a
Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration. The salient features of the Remuneration Policy are
stated in the Report on Corporate Governance which forms part of this Annual Report and
also hosted on the website of the Company:
https://clioinfotech.in/wp-content/uploads/2022/03/Code-of-Conduct-for-Director-and-Senior-Management.pdf
RELATED PARTY TRANSACTION:
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arms Length basis. No Material Related Party Transactions,
entered during the year by your Company as per Section 188 of the Companies Act, 2013
which require approval of the member. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) of the Companies Act, 2013 in FormAOC-2 is
not applicable to the Company. Further disclosure of transactions with related parties is
set out as part of the financial statements.
The Policy on materiality of related party transactions and also on
dealing with related party transactions as approved by the Board may be accessed on the
website of the Company at the link
https://clioinfotech.in/wp-content/uploads/2022/03/related-party-transaction-policy.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of loans, guarantee or investment under Section 186 of the
Companies Act, 2013 forms part of Notes to the Financial Statements provided in this
Annual Report.
RISKS AND AREAS OF CONCERN:
The Company has laid down a well-defined Risk Management Policy to
identify the risk, analyze and to undertake risk mitigation actions. The Board of
Directors regularly undertakes the detailed exercise for identification and steps to
control them through a well-defined procedure.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There was no significant or material order passed by any regulator or
court or tribunal, which impacts the going concern status of the Company or will have
bearing on companys operations in future.
INTERNAL FINANCIAL CONTROL:
The Board has adopted policies and procedures for efficient conduct of
business. The Audit Committee evaluates the efficacy and adequacy of financial control
system in the Company, its compliance with operating systems, accounting procedures and
policies at all locations of the Company and strives to maintain the Standard in Internal
Financial Control. Your Companys approach on Corporate Governance has been detailed out
in the Corporate Governance Report. Your Company has deployed the principles enunciated
therein to ensure adequacy of Internal Financial Controls with reference to the financial
statements. Your Board has also reviewed the internal processes, systems and the internal
financial controls and the Directors Responsibility Statement contains a confirmation as
regards adequacy of the internal financial controls.
With a view to ensure and review the effectiveness and implementation
of the systems and operations, the Audit Committee regularly reviews them. The Internal
Auditors and Statutory Auditors regularly attend Audit Committee meetings and convey their
views on the adequacy of internal control systems as well as financial disclosures. The
Audit Committee is briefed about the corrective actions taken by the management on the
audit observations. The Audit scope is regularly reviewed by the Audit Committee for
enhancement/ modification of scope and coverage of specific areas.
STOCK EXCHANGE:
The Equity Shares of the Company are listed at BSE Limited. The Company
has paid the Annual listing fees for the year 2023-2024 to the said Stock Exchange.
CORPORATE GOVERNANCE:
Corporate Governance is about maximizing shareholders value legally,
ethically and sustainability. At Clio Infotech Limited, the goal of Corporate Governance
is to ensure fairness for every stakeholder. We believe Corporate Governance is critical
to enhance and retain investor trust. Our Board exercises its judiciary responsibilities
in the widest sense of the term. We also endeavor to enhance long-term shareholder value
and respect minority rights in all our business decisions. As per regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on
corporate governance practices followed by your Company, together with a certificate on
compliance with corporate governance norms under the Listing Regulations and forms part of
this Annual Report as Annexure-I.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report,
which gives a detailed account of state of affairs of the Companys operations forms part
of this Annual Report as Annexure -II.
PARTICULARS OF REMUNERATION:
Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014,
details of the ratio of remuneration of each Director to the median employees
remuneration are appended to this report as Annexure -III.
During the year under review, no employee was in receipt of
remuneration exceeding the limits as prescribed under provisions of Section 197 of the
Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
STATUTORY AUDITORS:
At the 29th Annual General Meeting of the Company held on 30th
September, 2021, M/s. Parekh Shah & Lodha, Chartered Accountants, Mumbai having (FRN:
107487W), were appointed as Statutory Auditors of the Company to hold office upto the
conclusion of 34th Annual General Meeting of the Company to be held in the year 2026.
Vide notification dated May 7, 2018 issued by Ministry of Corporate
Affairs, the requirement of seeking ratification of appointment of statutory auditors by
members at each AGM has been done away with. Accordingly, no such item has been considered
in notice.
The Auditor s Report for the year ended 31st March, 2023 does not
contain any qualification, reservation or adverse remark.
The Auditor s Report is enclosed with Financial Statements in this
Annual Report.
Further, the Statutory Auditors of the Company M/s. Parekh Shah &
Lodha, Chartered Accountants, have resigned w.e.f. 11/08/2023. To fill the casual Vacancy
caused by the resignation of the Statutory Auditors the Board on recommendation of the
Audit Committee appointed M/s. Manoj Acharya & Associates, Chartered Accountants,
which is subject to approval of the Members and they shall be appointed for a period of
five years i.e. to hold office from the conclusion of this Annual General Meeting of the
Company till the conclusion of 36th Annual General Meeting of the Company to be
held in the year 2028
A resolution proposing appointment of M/s. Manoj Acharya &
Associates, Chartered Accountants, as Statutory Auditors of the Company pursuant to
Section 139 of the Companies Act, 2013 forms part of the Notice.
The Audit for the F.Y. 2022-23 has being conducted by M/s. Parekh Shah
& Lodha, Chartered Accountants having (FRN: 107487W).
INTERNAL AUDITOR:
The Company has appointed M/s. Dhruvaprakash & Co, Chartered
Accountants (FRN.:117674W) as its Internal Auditor. The Internal Auditor has given his
reports on quarterly basis to the Audit Committee.
M/s. Dhruvaprakash & Co, Chartered Accountants (FRN.:117674W)
resigned as Internal Auditor w.e.f. 10th August, 2023 and the company further
appointed M/s. Bhaveshkumar and Company, Chartered Accountant (FRN: 135873W) for
conducting Internal Audit for FY 2023-24 w.e.f. 10th August, 2023.
Based on the report of internal audit, management undertakes corrective
action in the respective areas and strengthens the levels of Internal Financial and other
operational controls.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
appointed M/s. VKM & Associates, Practicing Company Secretaries, (COP No. 4279) to
conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3
for the financial year ended March 31, 2023 is enclosed as Annexure- IV to this
Report. Necessary explanations to each of the observations made in the Secretarial Audit
Report are as given below:
SECRETARIAL AUDITORS REMARKS:
During the period under review, it is observed that the company is
non-compliant with the Regulation 17(1) pertaining to the Composition of the Board
including failure to appoint Woman Director and for which BSE imposed fine Rs.436600 and
the same was paid by the Company.
Management Comment:
With respect to the Remark(s)/Observations or disclaimer made by the
Secretarial Auditors in their Report, we hereby state that the company was in the process
of complying with the requirements of Regulation 17(1) i.e. the Company since several
months was in search of two suitable candidates for the position of Non-Executive
Independent Directors which the Company then appointed Mr. Naman Bhanubhai Shah (DIN:
02037734) and Mr. Apurva Dilipbhai Shah (DIN: 07076724) as an Additional Non-Executive
Independent Directors of the Company w.e.f. 15th June, 2023
M/s. VKM & Associates, Practicing Company Secretaries, (COP No.
4279) resigned as Secretarial Auditor w.e.f. 10th August, 2023 and the company
further appointed M/s. Deepti & Associates, Practicing Company Secretaries (FRN:
S2016DE438900) for conducting Secretarial Audit and issuing certificate u/r 24A for FY
2023-24.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Associate or Joint Venture
Company.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no
complaint on sexual harassment during the year under review.
The following is reported pursuant to Section 22 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
| a) |
Number of complaints filed during the financial year : |
NIL |
| b) |
Number of complaints disposed off during the financial year : |
NIL |
| c) |
Number of cases pending as on end of the financial year : |
NIL |
The policy can be accessed on the website of the Company at the link -
https://www.clioinfotech.in/Final/SEXUAL%20HARRASMENT%20POLICY.pdf
CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility under
Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the
Company. Therefore, the Company has not developed and implemented any Corporate Social
Responsibility initiatives.
PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND
FOREIGN EXCHANGEEARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule
8 of the Companies (accounts) rules, 2014, details regarding the Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review
are as follows:
A. CONSERVATION OF ENERGY:
a. Steps taken or impact on conservation of energy - The Operations of
the Company do not consume energy intensively. However, the Company continues to implement
prudent practices for saving electricity and other energy resources in day-to-day
activities. b. Steps taken by the Company for utilizing alternate sources of energy-
Though the activities undertaken by the Company are not energy intensive, the Company
shall explore alternative sources of energy, as and when the necessity arises. c. The
capital investment on energy conservation equipment -NIL
TECHNOLOGY ABSORPTION:
a. The efforts made towards technology absorption - The Company
continues to take prudential measures in respect of technology absorption, adaptation and
take innovative steps to use the scarce resources effectively. b. The benefits derived
like product improvement, cost reduction, product development or import substitution-Not
Applicable c. In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) N/A d. The expenditure incurred on
Research and Development - Not Applicable
THE PARTICULARS OF FOREIGN EXCHANGE AND OUTGO FOR THE YEAR UNDER REVIEW
ARE AS FOLLOWS:
| Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
| Foreign exchange earning |
Nil |
Nil |
| Foreign exchange Outgo |
Nil |
Nil |
ACKNOWLEDGEMENT:
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The Board also places on record
its appreciation for the continued cooperation and support received by your Company during
the year from investors, bankers, financial institutions, customers, business partners,
all regulatory and government authorities and otherstakeholders.
| By Order of the Board |
| For Clio Infotech Limited |
| Alka Rajendra Mehta |
| Chairman & Director |
| DIN: 03306793 |
| Date: 06th September, 2023 |
| Place: Mumbai |
+91-9892691696
