To,
The Shareholders, Sigma Solve Limited
Your Directors are pleased to present the 13th Annual Report on
business and operations of the
Company together with the Audited Accounts and the Auditors?
Report of your Company for the financial year ended 31st March, 2023.
1. FINANCIAL PERFORMANCE:
Key aspects of Company? financial performance for the financial
year 2022-23 is tabulated below:-
[Amount in Lakhs]
|
Standalone |
Consolidated |
| Particulars |
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
1826.82 |
1137.94 |
5688.76 |
4244.94 |
| Total Expenditure |
1532.47 |
976.31 |
3307.08 |
2608.28 |
| Profit Before Depreciation |
294.35 |
161.63 |
2381.68 |
1636.66 |
| & Tax |
|
|
|
|
| Depreciation & Amortization |
18.13 |
7.47 |
38.25 |
23.20 |
| Expenses |
|
|
|
|
| Profit Before Tax |
276.22 |
154.16 |
2343.43 |
1613.47 |
| Tax Expense |
85.56 |
31.86 |
815.88 |
197.48 |
| Profit For The Year |
190.66 |
122.30 |
1527.55 |
1415.98 |
| Net Profit Attributable:- |
|
|
|
|
| Owners of Company |
190.66 |
122.30 |
990.25 |
896.0 |
| Non-Controlling Interest |
NA |
NA |
537.29 |
519.93 |
| Earnings Per Share (in Rs.):- |
|
|
|
|
| Basic & Diluted |
1.86 |
2.97 |
9.64 |
21.80 |
2. OPERATIONS REVIEW:
(A) STANDALONE RESULTS
The Company?s total income from operations including other income
during the financial year ended on
31st March, 2023 was at Rs. 1826.82 Lakhs as against Rs. 1137.94 Lakhs
of the previous year. The Company has made Net Profit, after providing depreciation,
provision of tax and other adjustments for the year under review, amounted to Rs.190.66
Lakhs.
(B) CONSOLIDATED RESULTS
During the year under review, the Company?s consolidated total
income from operations including other income was Rs.5688.76 Lakhs as against Rs. 4244.94
Lakhs of the previous year. The Company has made Net Profit, after providing
depreciation, provision of tax and other adjustments for the financial year ended March
31, 2023, which amounted to Rs.1527.55.
Company is taking various measures to increase the sales and boost up
the profit in coming year.
3. DIVIDEND:
During the FY 2022-23 the Company paid an interim dividend of Rs.0.50/-
per equity share, which resulted into an outflow of Rs.20,55,500/- and a dividend payout
17% of standalone profits the Company for FY 2021-22.
The Directors have recommended a Final Dividend of Rs0.50/-(Fifty Paisa
Only) per equity share of Rs.10/-(Ten Only) each, if approved by the Members in the AGM.
The said Divided would result into a total cash Outflow of Rs. 51,38,749/-(Fifty One Lakh
Thirty Eight Thousand Seven Hundred Forty Nine Rupees Only) out of standalone profits
earned during the FY 2022-23, resulting in a dividend payout of 26.95% percent of the
standalone profits of the Company.
4. TRANSFER TO RESERVE
We do not propose to transfer any amount to general reserve on
declaration of dividend.
5. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES
The Company has foreign subsidiary and has increased its stake in the
Subsidiary Company during the year under review. Details of Subsidiary Company is as
under:
| SIGMA SOLVE INC.(SUBSIDIARY) |
|
| Particulars |
% of Holdings |
| Holding as at 01.04.2022 |
59.81 |
| Purchase /Sell of Stake During the Year |
-- |
| Holding as at 31.03.2023 |
59.81 |
The financial highlights of Subsidiary Company are part of this Annual
Report as Annexure-I as prescribed in Form AOC-1.
6. FIXED DEPOSIT:
The Company has not accepted or renewed any amount falling within the
purview of provisions of
Section 73 of the Companies Act, 2013 ("the Act") read with
the Companies (Acceptance of Deposit)
Rules, 2014 during the period under review. Hence, the requirement for
furnishing the details of deposits which are not in compliance with Chapter V of the Act
is not applicable.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL:
As on March 31, 2023 the Company has six Director comprising of two
Executive Directors and four Non-Executive Directors out of which three directors are
Independent Director.
Pursuant to Section 152(6) of the Act, Mr. Nitin Pramukhlal Patel
(DIN:-08370120) retires by rotation at the forthcoming Annual General Meeting and being
eligible, he offers himself for reappointment.
The Board of Directors have proposed to regularize the appointment of
Mrs. Archana Samirbhai Shah ( DIN:-10274525) who was appointed upto the forthcoming AGM of
the Company.
Further, after the closure of financial year and till the date of this
report following changes have occurred in the Management:-
1. Mr. Bharatkumar H Shah, Independent Director have resigned from the
Board w.e.f. 14.08.2023.
2. Mr. Saurabh B Shah, Company Secretary of the Company has resigned
from his office w.e.f. 14.04.2023.
Details of Director seeking re-appointment as required under the
Listing Regulations are provided in the Notice forming part of this Annual Report. Their
re-appointments are appropriate and in the best interest of the Company.
Pursuant to Section 149(7) of the Act, the Company has received
necessary declaration from each Independent Director confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
The terms and conditions of the Independent Directors are incorporated
on the website of the Company www.sigmasolve.in
BOARD DIVERSITY:
None of the Directors of the Company is disqualified for being
appointed as Director as specified in Section 164(2) of the Act.
KEY MANAGERIAL PERSONNEL
As of the date of this report the KMPs are as follows:-
| Sr. NO. |
NAME OF THE KMP |
DESIGNATION |
| 1. |
Prakash Ratilal Parikh |
Managing Director |
| 2. |
Kalpana Parikh Prakashbhai |
Wholetime Director |
| 3. |
Chinmay Himatlal Shah |
Chief Financial Officer |
| 4. |
Saurabh Balkrishna Shah(upto 14.04.2023) |
Company Secretary |
8. PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees in
accordance with the Provision of Section 197 (12) of the Act read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended
as "Annexure-II" to its report.
9. SHARE CAPITAL:
During the year under review, there has been a change in the Share
Capital of the Company. The Company?s Authorized share capital was, pursuant to
resolution passed by the Members in 12th AGM at 19.09.2022, increased from
Rs.4,50,00,000/- comprising of 45,00,000 equity shares of Rs.10/- each to
Rs.10,50,00,000/- comprising of 1,05,00,000 equity shares of Rs.10/-.
Further, the Company has also allotted Bonus Shares to the Members in
the ratio of 3:2 i.e. 3 equity shares for every 2 equity shares held at the record date.
The said allotment resulted in to increase if paid up shares capital from Rs.4,11,10,000/-
to Rs.10,27,74,980/-.
10. BOARD EVALUATION:
Pursuant to the provisions of the Act and SEBI (LODR) Regulation, 2015
The Board evaluated the effectiveness of its functioning and that of the Committees and of
individual directors by seeking their inputs on various aspects of Board/Committee. The
evaluation covered functioning and composition of the Board and its committees,
understanding of the roles and responsibilities, experience, competencies, participation
at the Board and Committee meetings, corporate governance practices etc.
Evaluation of the Board and its compositions was carried out through a
defined process covering the areas of the Boards functioning viz. composition of the Board
and Committees, understanding of roles and responsibilities, experience and competencies,
contribution at the meetings etc.
11. VIGIL MECHANISM
The Company has established a vigil mechanism and accordingly framed a
Whistle Blower Policy. The policy enables the employees to report to the management
instances of unethical behavior, actual or suspected fraud or violation of Company?s
Code of Conduct. Further the mechanism adopted by the
Company encourages the Whistle Blower to report genuine concerns or
grievances and provide for adequate safe guards against victimization of Whistle Blower
who avails of such mechanism and also provides for direct access to the Chairman of the
Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by
the Audit Committee from time to time. None of the Whistle blowers has been denied access
to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available
on the website of the Company www.sigmasolve.in.
12. CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company which is posted on the website of the Company under
Investor Info/Policies/Code of Conduct. All Board Members and Senior Management Personnel
have affirmed compliance with the Code on an annual basis.
13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR
The Company has made practice of regularly informing the Directors all
the changes in the Company as well as changes in laws which are applicable to the Company
at Board meeting held during the year.
14. AUDITOR REPORTS AND AUDITORS
STATUTORY AUDITOR?S REPORT
The Board has reviewed the Statutory Auditors? Report on the
Accounts of the Company. The observations and comments, appearing in the Auditors?
Report are self-explanatory and do not call for any further explanation/ clarification by
the Board of Directors as provided under section 134 of the Act.
AUDITORS
Statutory Auditor
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M/s. Mistry & Shah LLP , Chartered
Accountants , Ahmedabad [Firm Registration No.W100683] were appointed as the Statutory
Auditors of the Company at the 11th Annual General Meeting of the Company held on 17th
September, 2021 for a term of five consecutive years from conclusion of the 11th Annual
General Meeting of the Company till the conclusion of the 16th Annual General Meeting of
the Company
The Company has received a confirmation from the said Auditors that
they are not disqualified to act as the Auditors and are eligible to hold the office as
Auditors of the Company.
The Auditors? Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and do not call for any
further comments.
Secretarial Auditors
In terms of Section 204 of the Act and Rules made there under, Mukesh H
Shah & Co., Practicing Company Secretary has been appointed as Secretarial Auditor of
the Company. The report of the Secretarial Auditor is enclosed to this report as "Annexure
IV". The report is self-explanatory.
Internal Auditors
M/s. Venish A Sanghvi & Co., Chartered Accountants, Ahmedabad has
been appointed as Internal Auditors of the Company. Internal Auditors are appointed by the
Board of Directors of the Company on a yearly basis, based on the recommendation of the
Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the
Company, to the Audit Committee on a half yearly basis. The scope of internal audit is
approved by the Audit Committee.
Cost Record and Cost Audit
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business activities carried out by the Company.
15. RELATED PARTY TRANSACTIONS
During the year under review, contracts or arrangements entered into
with the related party, as defined under section 188 of the Act were in ordinary course of
business and on arms? length basis. Details of the transactions pursuant to
compliance of section 134(3)(h) of the Act and rule 8(2) of the companies (Accounts) Rule,
2014 are disclosed in the Notes to the financial statements.
However, there are no materially significant related party transactions
made by the company with Promoters, Key Managerial Personnel or other designated persons
which may have potential conflict with interest of the company at large. The particulars
of contracts or arrangements with related parties referred to in Section 188(1) of the Act
, as Annexure-III as prescribed in Form AOC-2.
16. BUSINESS RISK MANAGEMENT:
The Company is aware of the risks associated with the business. It
regularly analyses and takes corrective actions for managing/ mitigating the same. The
Company has framed a formal Risk Management Framework for risk assessment and risk
minimization which is periodically reviewed to ensure smooth operation and effective
management control. The Audit Committee also reviews the adequacy of the risk management
framework of the Company, the key risks associated with the business and measure and steps
in place to minimize the same.
17. DISCLOSURES:
Number of Board Meetings conducted during the year under review
During year under review Board Meetings were duly convened and held as
per the provisions of the Act. Total number of Board meetings convened and held along with
dates is mentioned in the Corporate Governance report forming part of the Director Report.
18. DETAILS PERTAINING TO THE CONSTITUTION AND COMPOSITION OF THE BOARD
COMMITTEES
As on March 31, 2023, the Board has three Committees: the Audit
Committee, the Nomination and remuneration committee and the Stakeholder Relationship
Committee. During the year, all recommendations made by the committees were approved by
the Board.
A detailed note on the composition of the Board and its committees is
provided in the Corporate Governance report, which forms part of this Integrated Annual
Report.
19. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and analysis Report as Required under Regulation
34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015 forms an integral part of this
Report, and provides the companies? current working and future
outlook of as per "Annexure V".
20. CORPORATE GOVERNANCE
Our corporate governance practices are a reflection of our value system
encompassing our culture, policies, and relationships with our stakeholders. Integrity and
transparency are key to our corporate governance practices to ensure that we gain and
retain the trust of our stakeholders at all times. Corporate governance is about
maximizing shareholder value legally, ethically and sustainably.
Our Corporate governance report for FY 2022-2023 forms part of this
Annual Report. "Annexure VI"
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE
COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments covered under the
provisions of section 186 of the Act, are given in the notes to the financial statements.
22. ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at http://sigmasolve.in/annual-return/.
23. LISTING OF STOCK EXCHANGE
During the year under review and as on March 31, 2023 the
Company?s Share were listed on SME exchange of NSE i.e. NSE EMERGE.
Further the Company has made an application to NSEIL and BSEL for
migration to main board of NSEIL and direct listing on BSEL. From June 9, 2023 the shares
were listed accordingly and as a result as on the date of this report the Company?s
shares are listed on the Main Board of NSEIL and BSEL.
24. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Act is not applicable to the Company,
as the Company is presently not engaged in any manufacturing activities.
The Foreign Exchange Earnings Rs.1775.68/- Lakhs and Outgo on account
of the operation of the Company during the year was Rs. Nil/-.
25. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which these financial
statements relate on the date of this report except:-
After the Closure of Financial Year on 31st March, 2023, the
Company was granted approval by the NSEIL and BSEL, for listing of Company?s shares
at their main Board w.e.f. June 09th, 2023. Pursuant to which the Market Lot
was changed to One Share.
26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the criteria of section 135 of the Act, your Directors needs to
inform you that your company does not fall in the ambit of this section.
27. DIRECTORS? RESPONSIBILITY STATEMENT:
As stipulated in Section 134(3)(c) read with sub section 5 of the Act,
Directors subscribe to the
"Directors? Responsibility Statement", and confirm that:
a) In preparation of annual accounts for the year ended 31st March,
2023, the applicable accounting standards have been followed and that no material
departures have been made from the same; b) The Directors had selected such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the Company for that
year; 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 had prepared the annual accounts for the year ended
31st March, 2023 on going concern basis. e) The Directors had laid down the
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 had
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
28. REPORT ON FRAUDS
There were no frauds reported during the year.
29. SEXUAL HARRASEMENT AT WORKPLACE :
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During
the financial year 2022-2023, the Company has not received any complaints on sexual
harassment.
30. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
There was no amount outstanding to be transferred as unclaimed dividend
to investor education and protection fund during the FY 2022-23.
31. SECRETARIAL STANDARDS:
The Director State That Applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to meeting of Board of Directors and General Meetings respectively have
been duly followed by Company.
32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial Controls with
reference to Financial Statements. The Board has inter alia reviewed the adequacy and
effectiveness of the Company?s internal financial controls relating to its financial
statements.
During the year, such Controls were tested and no reportable material
weakness was observed.
33. DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE
INSOLVENCY AND
BANKRUPTCY CODE 2016:
During the year under review, there were no applications made or
proceedings pending under the Insolvency and Bankruptcy Code, 2016.
34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of
loans from the Bank or Financial Institutions.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/
TRIBUNALS:
There are no significant and material orders passed by
Regulators/Court/Tribunals against the company.
36. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to business associates
for their support and contribution during the year. The Directors would also like to thank
the employees, shareholders, customers, suppliers, alliance partners and bankers for the
continued support, co-operation and assistance given by them to the Company and their con
dence reposed in the management.
|
For, Sigma Solve Limited |
| Place: Ahmedabad |
|
| Date : 14.08.2023 |
Sd/- |
|
Prakash Ratilal Parikh |
|
DIN: 03019773 |
|
Chairman & Managing Director |
+91-9892691696
