To
The Members
Seshachal Technologies Limited
Your Directors have pleasure in presenting the 29th Annual Report with
Audited Statements of Accounts for the year ended 31st March, 2023
FINANCIAL RESULTS:
The performance during the period ended March 31, 2023 has been as under:
Rs.
| Particulars |
Current Year |
Previous Year |
|
2022-23 |
2021-22 |
| Revenue from Operations |
687,513,821 |
294,150,024 |
| Other Income |
0 |
0 |
| Total Revenue |
687,513,821 |
294,150,024 |
| Total Expenditure |
683,408,832 |
292,314,324 |
| Profit / (loss) Before exceptional and |
41,04,989 |
1,835,700 |
| extraordinary and Tax |
|
|
| Less: exceptional and extraordinary items |
- |
- |
| Prior Period Adjustment |
- |
- |
| Profit/ (loss) Before Taxation |
41,04,989 |
1,835,700 |
| Less: - Current Tax |
10,67,297 |
457,074 |
| - Tax adjustment relating to prior years |
- |
- |
| - Deferred Tax |
55,907 |
(1,904) |
| Profit / (loss) After Tax |
29,81,785 |
13,76,722 |
PERFORMANCE REVIEW:
During the year under review, overall performance of the Company was reasonable
considering to the sector and market conditions. The revenue of the Company was Rs.
687,513,821/ compared to Rs. 36,15,713/- in the previous year and the profit after tax for
the year increased to Rs. 29,81,785/- compared to profit of Rs. 13,76,722/- in the
previous year. The Company had achieved a significant increase in the profit as compared
to the previous year. The Company is striving towards quality up-gradation and cost
reduction plans for achieving
greater stability and operation efficiency in the market.
CHANGE TN THE NATURE OF BUSTNESS. TF ANY:
There is no change in the nature of business during Financial Year under review.
MATERTAL CHANGES AND COMMITMENTS TF ANY AFFECTTNG THE FTNANCTAEPOSTTTON OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the Financial Year to which the Financial
Statements relate and the date of the report.
PUBLTC DEPOSTTS:
Your Company has not accepted any deposits falling within the meaning of Sec.73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during
the financial year under review and as such no amount of principal or interest on public
deposits was outstanding as on the date of balance sheet.
APPROPRTATTONS:
Transfer to Reserves
The Company has transferred Rs. 29,81,785/- to Retained earnings during the Financial
Year under review.
Apart from above, no amounts were transferred to the reserves.
Dividend
Due to conservation of profits, the Company has not declared any dividend during the
Financial Year under review.
CAPTTAL OF THE COMPANY:
During the year under review, the Authorized Share Capital of the Company is
Rs.15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore and
Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.
The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2023 is
Rs.69,43,600/- (Sixty Nine Lakh Forty Three Thousand and Six Hundred only) divided into
6,94,360 (Six Lakh Ninety Four Thousand Three Hundred and Sixty) Equity Shares of Rs. 10/-
(Rupees Ten only) each.
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies
(Share Capital
and Debenture) Rules, 2014 is furnished.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appropriate resolutions for the re-appointment of Directors are being placed before you
for your approval at the ensuing Annual General Meeting. The brief resume of the Directors
and other information have been detailed in the Notice. Your Directors recommend their
reappointment as Directors of your Company.
In accordance with the Companies Act, 2013 read with Articles of Association of the
company, the Director namely Mr. Prabhaker Reddy Aedla, who retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.
Your Directors recommend his re-appointment at the ensuing Annual General Meeting.
Mr. Ms. Nidhi Bhasker resigned from the post of Company Secretary and Compliance
officer of the Company with effect from 30th April, 2022.
Further, the Board of Directors has appointed Ms. Namratha as the Company Secretary and
Compliance officer of the company at their Board Meeting held on 11th May,
2022.
Further, there were no appointments and resignation of Directors and Key Managerial
Personnel apart from the above stated during the Financial Year under review.
MEETINGS:
During the year under review, the Board of Directors duly met 6 (Six) times on
11-05-2022, 29-05-2022, 13-08-2022, 30-08-2022, 13-11-2022 and 11-02-2023 in respect of
which meetings, proper notices were given and the proceedings were properly recorded and
signed in the Minutes Book maintained for the purpose.
POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination & Remuneration committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
BOARD EVALUATION:
Your Company believes formal evaluation of the board and of the individual Directors,
on an annual basis, is a potentially effective way to respond to the demand for greater
board accountability and effectiveness. For the Company, evaluation provides an ongoing
means for Directors to assess their individual and collective performance and
effectiveness. In addition to greater board accountability, evaluation of board members
helps in;
a. More effective board process
b. Better collaboration and communication
c. Greater clarity with regard to member’s roles and responsibilities
d. Improved Chairman - Directors and Board relations.
The evaluation process covers the following aspects:
-Self-evaluation of Directors
-Evaluation of the performance and effectiveness of the board -Evaluation of the
performance and effectiveness of the committees -Feedback from the Non-Executive Directors
to the chairman -Feedback on management support to the board.
Pursuant to Section 178 of the Companies Act, 2013 the Nomination and Remuneration
Committee has evaluated the performance of individual directors in its duly convened
meeting.
Pursuant to Section 134 (3) (p) of the Companies Act, 2013 read with Regulation
4(2)(f)(ii)(9) of SEBI (LODR) Regulations, 2015, the Board carried out an annual
performance evaluation of its own performance the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and Compliance
Committees.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013, along with Rules framed thereunder and
along with the criteria of independence laid down under Regulation 16(1) (b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company during the Financial Year under review.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company shall through its Senior Managerial personnel familiarise the Independent
Directors with the strategy, operations and functions of the Company. The Independent
Directors will also be familiarised with their roles, rights and responsibilities and
orientation on Statutory Compliances as a Board Member.
On appointment of the Independent Directors, they will be asked to get familiarised
about the Company’s operations and businesses. An Interaction with the key executives
of the Company is also facilitated to make them more familiar with the operations carried
by the Company. Detailed presentations on the business of the Company are also made to the
Directors. Direct meetings with the Chairman and the Whole-time Director are further
facilitated for the new appointee to familiarize him/her about the Company/its businesses
and the group practices as the case may be.
CONSTITUTION OF COMMITTEES:
A. AUDIT COMMITTEE:
The Audit Committee of the Company is constituted as per Section 177 of the Companies
Act,
2013.
The Committee comprises of Three (3) members. The Committee had met four times during
theyear and the necessary quorum was present for the meeting.
| S. No. |
Name |
Category of Director |
Designation |
| 1. |
Mr. Umasankar Mylapur Prakash Rao |
Non-Executive, Independent Director |
Chairperson |
| 2. |
Mrs. Anita Chitturi |
Managing Director |
Member |
| 3. |
Mr. Rajesh Gandhi |
Non- Executive Director |
Member |
B. NOMINATION & REMUNERATION COMMITTEE CUM COMPENSATION COMMITTEE:
The Nomination & Remuneration Committee cum Compensation Committee is duly
constituted as per Section 178 of the Companies Act, 2013.
The Committee comprises of Three (3) members and all the directors are Non-Executive
Directors. During the year, the Committee had met Two (2) times and the necessary quorum
was present at the meeting.
| S. No. |
Name |
Category of Director |
Designation |
| 1. |
Mr. Umasankar Mylapur Prakash Rao |
Non-Executive, Independent Director |
Chairperson |
| 2. |
Mrs. Anita Chitturi |
Managing Director |
Member |
| 3. |
Mr. Rajesh Gandhi |
Non- Executive Director |
Member |
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is duly constituted as per the provisions of
the Companies Act, 2013.
The Committee comprises of Three (3) members and majority of the directors are
NonExecutive Independent Directors. During the year, the Committee had met One (1) time
and the necessary quorum was present at the meeting.
| S. No. |
Name |
Category of Director |
Designation |
| 1. |
Mr. Umasankar Mylapur Prakash Rao |
Non-Executive, Independent Director |
Chairperson |
| 2. |
Mrs. Anita Chitturi |
Managing Director |
Member |
| 3. |
Mr. Rajesh Gandhi |
Non- Executive Director |
Member |
AUDITORS:
A. STATUTORY AUDITORS;
M/s Sharad Chandra Toshniwal & Co, Chartered Accountants, Hyderabad were appointed
as the Statutory Auditors of the Company and hold office till the conclusion of the
ensuing AGM and are eligible for re-appointment. Pursuant to the provisions of section 139
of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s
Sharad Chandra Toshniwal & Co, Chartered Accountants, as Statutory Auditors of the
Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be
held in the year 2028.
They have confirmed that they are not disqualified from continuing as Auditors of the
Company.
The Auditors’ Report does not contain any qualification. Auditors ‘
observations are suitably explained in notes to the Accounts and are self-explanatory.
Details in Respect of Fraud reported by Auditors: During the period under review, no
fraud reported by Statutory Auditor’s of the Company.
B. SECRETARIAL AUDITORS:
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed M/s. Piyush Gandhi & Associates, Practicing Company Secretary as
the Secretarial Auditors of the Company and Secretarial Audit Report submitted is enclosed
as Annexure to this report.
Auditors’ observations are suitably explained in the Secretarial Audit Report and
are selfexplanatory
MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not required by the company and hence
such accounts and records are not maintained.
BUSINESS RESPONSIBILITY REPORT (BRR):
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August
13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100
listed entities based on their market capitalization on Bombay Stock Exchange Ltd and
National Stock Exchange of India Ltd as at March 31, 2012. In view of the requirements
specified, the Company is not mandated for the providing the BRR and hence do not form
part of this Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provision w.r.t. Corporate Social Responsibility is not applicable to the Company.
Therefore, the Company has not constituted CSR committee during the year 2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given loans, Guarantees or made any investments during the year
under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arm’s length transactions under third proviso thereto shall be disclosed in
Form No. AOC-2 as Annexure’ to this report.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company as on
March 31, 2023.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND COMPANYS’ OPERTAION
IN FUTURE:
No significant and material orders have been passed by the Regulators or Courts or
Tribunals impacting the going concern status and the Company’s operations in future.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Risk Management Policy in place in the Company enables the Company to proactively
take care of the internal and external risks of the Company and ensures smooth business
operations.
The Company’s risk management policy ensures that all its material risk exposures
are properly covered, all compliance risks are covered and the Company’s business
growth and financial stability are assured. Board of Directors decide the policies and
ensure their implementation to ensure protection of Company from any type of risks.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are as follows:
A. CONSERVATION OF ENERGY:
Your Company’s 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.
| (i) |
the steps taken or impact on conservation of energy |
NIL |
| (ii) |
the steps taken by the company for utilizing alternate sources of energy |
NIL |
| (iii) |
the capital investment on energy conservation equipment’s |
NIL |
B. TECHNOLOGY ABSORPTION:
| (i) |
the efforts made towards technology absorption |
NIL |
| (ii) |
the benefits derived like product improvement, cost reduction, product development or
import substitution |
NIL |
| (iii) |
in case of imported technology (imported during the last three years reckoned from the
beginning of the financial Year)- |
NIL |
|
(a) the details of technology imported |
NIL |
|
(b) the year of import; |
NIL |
|
(c) whether the technology been fully absorbed |
NIL |
|
(d) if not fully absorbed, areas where absorption has not takenplace, and the reasons
thereof |
NIL |
| (iv) |
the expenditure incurred on Research and Development |
NIL |
C. FOREIGN EXCHANGE EARNINGS AND OUT GO:
| Foreign Exchange Earnings |
: Rs. 58,17,04,795/- |
| Foreign Exchange Outgo |
: NIL |
EXTRACT OF ANNUAL RETURN:
The copy of Annual Return of the Company as on 31st March, 2022 pursuant to Section 92
read with Rule 12 of the Companies (Management and Administration) Rules, is available on
the website of the company and the same can be accessed at www.seshachal.com.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The internal Financial Controls with reference to Financial Statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the internal auditors of the Company for
inefficiency or inadequacy of such controls. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances and are meant to ensure
that all transactions are authorized, recorded and reported correctly.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules
framed there under and pursuant to the applicable provision of SEBI (Listing Obligations
and disclosure Requirements) Regulations, 2015, the Company has established a mechanism
through which all stake holders can report the suspected frauds and genuine grievances to
the appropriate authority. The Whistle blower policy which has been approved by the Board
of Directors of the Company has been hosted on the website of the Company viz www.
seshachal. com.
RISK MANAGEMENT POLICY:
The Risk Management Policy in place in the Company enables the Company to proactively
take care of the internal and external risks of the Company and ensures smooth business
operations.
CORPORATE GOVERNANCE:
As per Regulation 15(2) of SEBI (LODR) Regulations, 2015, the compliance with the
corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23,
24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para
C , D and E of Schedule V of SEBI (LODR) Regulations, 2015, shall not apply, in respect of
- the listed entity having paid up equity share capital not exceeding Rs. 10 Crore (Rupees
Ten Crore only) and net worth not exceeding Rs. 25 Crore (Rupees Twenty Five Crore only),
as on the last day of
the previous financial year;
The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2023 is
Rs.69,43,600/- (Sixty Nine Lakh Forty Three Thousand and Six Hundred only) divided into
6,94,360 (Six Lakh Ninety Four Thousand Three Hundred and Sixty) Equity Shares of Rs. 10/-
(Rupees Ten only) each.
i. As per the Audited Financial Statements of the Company as on 31.03.2023 (last day of
previous Financial Year), the paid-up equity share capital of the Company is Rs.
Rs.69,43,600/- (Sixty Nine Lakh Forty Three Thousand and Six Hundred only) and the net
worth is Rs. 1,06,92,891/- (Rupees One Crore Six Lakhs Ninety Two Thousand Eight Hundred
and Ninety One only).
ii. In view of the above, the Corporate Governance regulations are not applicable to
the Company.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns etc. is
furnished separately and forms part of this report.
LISTING ARRANGEMENTS:
Companys shares are presently listed on The Bombay Stock Exchange Limited & other
details are listed below:
| Stock Exchange Name |
The Bombay Stock Exchange Limited |
| Scrip Code |
531794 |
| Scrip Name |
SESHACHAL |
| ISIN |
INE331F01010 |
LISTING FEES:
The equity shares of your company are listed on BSE Limited. The company confirms that
it has paid Annual Listing Fees due to BSE for the financial year 2022-23.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013,
with respect to Directors’ Responsibility Statement, your board of Directors to the
best of their knowledge and ability confirm that:
a. In the preparation of the annual accounts for the Financial Year ended March 31,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b. The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or loss of the Company for the year under review;
c. The Directors had 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;
d. The Directors have prepared the accounts for the Financial Year ended March 31, 2023
on a ‘going concern’ basis;
e. The Directors laid down internal financial controls for the Company and such
internal financial controls are adequate and operating effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards as issued by ICSI (Institute
of Company Secretaries of India) and notified by Central Government have been duly
followed by the Company.
PARTICULARS OF EMPLOYEES:
There are no employees who are in receipt of remuneration as specified in Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
RATIO OF REMUNERATION TO EACH DIRECTOR:
The details or remuneration pursuant to the provisions of Section 197(12) of the
Companies Act,2013 and Rule 5(1)(2) & (3) of the Companies ( Appointment &
Remuneration Rules,2014 are provided in Annexure to this report.
EVENT BASED DISCLOSURES:
Issue of Equity Share: N.A
Issue of Shares with Differential Rights: N.A
Issue of Shares under Employee’s Stock Option Scheme: N.A
Disclosure on Purchase by Company or giving of loans by it for purchase of its shares:
N.A Buy Buy Back of shares: N.A
Disclosure about revision: N.A Change of Name: N.A Preferential Allotment of Share: N.A
INDUSTRIAL RELATIONS:
The Company enjoyed cordial relations with its employees during the year under review
and the Board appreciates the employees across the cadres for their dedicated service to
the Company, and looks forward to their continued support and higher level of productivity
for achieving the targets set for the future.
HUMAN RESOURCES:
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. The provision relating to constitution of Internal Complaints
Committee is not applicable to the Company
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-23:
• No. of complaints received: - NIL
• No. of complaints disposed off: - NIL
DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
The company has neither made any application nor is any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.
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.
The above clause is not applicable to the company as the company has not taken any loan
from Banks or Financial Institutions during the year under review.
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