undefined share price Directors report


To the Members of Ekennis Software Service Limited

Dear Members,

Your Directors have great pleasure in presenting the fourth Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of your company is stated hereunder:

( in Lakhs)

Particulars Standalone Consolidated
2022-23 2021-22 2022-23
Revenue from operations 632.87 467.19 632.87
Other Income 15.59 7.42 15.59
Total Revenue 648.46 474.61 648.46
Earnings Before Interest, 129.53 130.22 128.84
Depreciation, Taxation and
Amortization (EBIDTA)
Interest and other Finance Cost 3.02 1.98 3.02
Depreciation & Amortization 14.18 7.44 14.18
Exceptional Items 0.00 0.00 0.00
Profit/Loss before Taxation 112.33 120.80 111.64
(PBT)
Less: Tax Expense & Deferred 33.94 12.06 33.94
Tax
Profit After Tax (PAT) 78.39 108.74 77.70
(Net profit/ loss for the year)

* Ekennis Software Service Limited have incorporated a wholly Owned Subsidiary by the name Ekennis Software & Packaging Solution Inc. in USA- Delaware State, in the Financial Year 2022-23, by the virtue of situation the Consolidated field is not applicable for FY 2021-22.

STATE OF COMPANYS AFFAIRS AND OPERATIONS

The Company is engaged in the business of software IT Consulting Services, IT Product / Software development, Software Training and Printing, Designing & Packaging Solution. During the financial year, your Company has reported total revenue (both consolidated & standalone) of 648.46 Lacs against 474.61 Lacs in the previous financial year. The net profit for the current financial year stood at 77.70 Lacs(consolidated) & 78.39(standalone) against 108.74

Lacs in the previous financial year.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to the General Reserves for the financial year under review.

CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company and it continues to concentrate on its own business.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND TILL THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report.

CAPITAL STRUCTURE

There is no change in the authorised, issued, subscribe and paid-up share capital during the financial year. The Authorised Share Capital of your Company as on 31st March, 2023 stood at 1,50,00,000 (Rupees One Crores Fifty Lakhs) divided into 15,00,000 equity shares of 10/- each.

The Paid-up share capital of your Company as on 31st March, 2023 stood at 1,40,00,000 (Rupees Once Crore Forty Lakhs Only) divided into 14,00,000 (Fourteen Lakhs) Equity Shares of Rs. 10/- each, fully paid up.

Your Company has not issued any equity shares with differential rights, Sweat equity shares,

Employees Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4 (4), Rule 8 (13), Rule 12 (9) and Rule 16 (4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 42 &62 of the Companies act 2013, respectively.

IPO FUNDS UTILISATION

The equity shares of the Company got listed at Bombay Stock Exchange of India, SME Platform on 7th day of March, 2023 with total funds raised amounting to Rs. 2.88 crores. Company after due review by the Audit Committee, filed the Statements of deviation (s) or variation(s) under Regulation 32 of SEBI (LODR) Regulations, 2015, stating confirmation that there was no deviation in the utilization of proceeds of IPO from the objects as stated in the Prospectus dated 14th February, 2022. The Complete statement regarding utilization can be viewed under corporate announcements made with Bombay stock Exchange (BSE)

LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange (SME) Platform. The Company has paid the applicable annual listing fees to the Stock Exchanges within the stipulated time.

DIVIDEND

Keeping the Companys revival plans in mind, the Directors have decided not to recommend dividend for the financial year 2022-23.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.

The provisions of Section 124 & Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend amount which was declared and not paid. The Dividend as declared for the financial year 2021-22 was paid in full wihin prescribed timelimes to all eligible shareholders.

DEMATERIALISATION OF EQUITY SHARES

As on March 31, 2023, 14,00,000 numbers of equity shares are held in dematerialized form, which constitutes 100% of total shareholding.

COMPANY POLICIES IN ADHERENCE TO SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated formulation of certain policies for all the listed companies. All the policies are available on the Companys website i.e., www.ekennis.com The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

AWARDS & LAURELS

During the year under review, the Company received the following eminent awards:

i. The INDIA BOOK OF RECORDS for the Fastest Listing Company on BSE (SME)

Platform; ii. The India SME Forum, awarded among top 100 India SME Companies in India; and iii. The EXECUTIVE ADVISORY BOARD OF INDIA SME FORUM for the EMERGING

WOMAN ENTREPRENEUR 2023 AWARD.

FINANCIAL STATEMENTS

The financial statement is prepared under the historical cost convention on the "Accrual Concept" and Going Concern assumption of accountancy in accordance with the accounting principles generally accepted in India and comply with the accounting standards as prescribed by Companies (Accounting Standard) Rules, 2006 and with the relevant provisions of the Companies Act, 2013 and rules made there under.

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended 31st March, 2023.

DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING

The Company has not accepted any public deposits during the Financial Year ended March 31, 2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Details of Deposits not in compliance with the requirements of the Act

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2023, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The Company complied with this requirement within the prescribed timelines.

CORPORATE GOVERNANCE

Robust corporate governance policies, informed risk management and a keen eye on emerging opportunities underline our Governance approach. Continued focus on stakeholder value-creation, best in Class disclosure methodology has been adopted. Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions and strive to comply non-mandatory requirements of Corporate Governance. Your Company has complied with the requirements of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as issued by Securities and Exchange Board of India and as amended from time to time. It has given its deliberations to provide all the information in the

Boards Report as per the requirements of the Companies Act, 2013 and the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as a matter of prudence and good governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company has adopted the Code of conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, to regulate, monitor and report trading by designated persons towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Un-published Price Sensitive Information and formulated the code of conduct of the Company.

The code is applicable to Directors, Employees, Designated Person and other connected persons of the Company; the aforesaid code of conduct for prevention of Insider Trading is duly placed on the Website of the Company at https://www.ekennis.com/corporate-polices Pursuant to the Internal Code of Conduct for Prevention of Insider Trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended), the trading window closure(s) are intimated in advance to all the designated person and during the said period, the Board of Directors and concerned persons are not permitted to trade in the securities of the company.

RISK MANAGEMENT POLICY

The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a ongoing basis. The policy for risk management is available on the Companys website at https://www.ekennis.com/corporate-polices

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility is not applicable to the Company.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has Zero Tolerance towards sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder that provides a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and to ensure that all employees are treated with respect and dignity. All employees (Permanent/Contractual/Temporary/Trainees) are covered under this policy. The policy is gender neutral.

The policy on prevention of sexual harassment at workplace was adopted on 22nd January,2022 and amended as on 14th September, 2022. During the year under review, no Complaints with allegations of Sexual Harassment were received by the Company. A copy of same is placed on the website of the Company at https://www.ekennis.com/corporate-polices

Internal Complaint Committee

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Members of Committee duly constituted are tabulated below:-

Name of the Members Designation
Ms. Mamatha N Presiding Officer - Administrative Officer
Ms. Chandra Kala Sharma Member - External Expert from NGO
Ms. Sonali Member - (Company Secretary & Compliance Officer)
Mr. Vikas Sharma Member - Chief Executive Officer (CEO)

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received: Nil No. of complaints disposed of: Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability, hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2023.

3. Proper and sufficient care has been taken, 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;

4. The annual accounts have been prepared on a going concern basis;

5. The Directors have laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the internal financial control framework, audit procedure and compliance system as established and maintained by the Company. The Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATIOIN

Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, the Nomination and Remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and Policies of the Company relating to remuneration to Directors, KMP and other employees is available on the Companys website at https://www.ekennis.com/corporate-polices

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.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

i) Appointments/ Re-appointments : a. The Board of Directors in its meeting held on 14th September, 2022 appointed Mr. Vikas Sharma as Chief Executive Officer (CEO) of the Company (designated as Key Managerial Personnel).

b. The Board of Directors in its meeting held on 12th November, 2022 appointed Mr. Vidhya Sagar Sharma as the Chief Financial Officer of the Company (designated as Key Managerial Personnel).

c. Mr. Tenneti Viswanadham, resigned with effect from 14th May, 2022 from the designation of Chief Financial Officer (CFO) of the Company designated as key managerial personnel.

ii) Declaration by Directors:

The Company has received declarations from all the Directors of the Company confirming that: a. each Independent Directors meet the criteria of independence as prescribed under section

149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and b. each Independent Director have registered their names in the Independent Directors Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

c. None of the Directors of the Company is disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

iii) Retirement by Rotation :

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Ruchita Joshi (DIN: 09366575), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered for her re-appointment. iv) Appointment & Resignation of Whole-time Key Managerial Personnel (KMP) :

During the year under review following were appointed as the Wholetime Key Managerial Personnel (KMP) of the Company. The KMP of the Company as on 31st March, 2023 are as follows:- i. Ms. Manisha Sharma Managing Director and Chairman ii. Mr. Vikas Sharma Chief Executive Officer (w.e.f. 14.09.2022) iii. Mr. Vidhya Sagar Sharma Chief Financial Officer (w.e.f. 12.11.2022) iv. Ms. Sonali Company Secretary & Compliance Officer

Mr. Tenneti Viswanadham, Chief Financial Officer (CFO) of the Company had resigned from the office of Chief Financial Officer of the Company with effect from 14th May, 2022. The Board placed on record sincere appreciation for the services rendered by Mr. Tenneti.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to as required under provisions of section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Companys Code of Conduct policy for the financial year 2022-23.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of remuneration of Directors, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure A to this Report, attached hereto.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

M/s. AY & Co. (FRN: 020829C) has been appointed by the Board of Directors in its meeting held on 30th October, 2021, the same approved by the shareholders of the Company in its 2nd Annual General Meeting held on 5th November, 2021, for a period of 5 (Five) years and would hold the office of Auditors till the conclusion of the 7th Annual General Meeting of the Company to be held for the financial year 2026-27.

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the Financial Year 2022-23, the Auditors have not reported any fraud under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

(ii) Secretarial Auditor:

Mr. Varun Agarwal (Membership No. A53286, Peer Reviewed 3536/2023), Practicing Company Secretary, continued to be the Secretarial Auditor of the Company to carry out the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report MR-3, as provided by Mr. Varun Agarwal, Practicing Company Secretary is annexed to this Report as "Annexure B"

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(iii) Internal Auditors :

M/s. Mahata Agarwal & Associates, Company Secretary continued to be the Internal Auditors of the Company under the provisions of section 138 of the Companies Act, 2013 for conducting the internal audit of the Company for the financial year 2023-24.

The Company has received consent letter from M/s. Mahata Agarwal & Associates, Company Secretary, for their re- appointment as the Internal Auditors of the Company for the financial year 2023-24 and the Board has re-appointed them accordingly.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT-7 is placed on the website of the Company at www.ekennis.com

COMPANYS WEBSITE

Your Company has developed and maintained its fully functional website www.ekennis.com which has been designed to exhibit the Companys businesses up-front on the home page and all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, Directors & Corporate Profile, details of Board Committees, Corporate Policies, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as Annexure ‘C.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are given in the "Annexure D" as attached hereto and forming part of this Report.

STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

In compliance with the Listing Regulations and the Companies Act, 2013, the Company has adopted the Code of Conduct for the members of the Board and Senior Executives of the Company. The Code is also applicable to Non-Executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law.

A copy of the Code has been put on the Companys website https://www.ekennis.com/corporate-polices . The Code has been circulated to the Directors and Senior Executives and its compliance is affirmed by them annually. A declaration signed by the Chairman of the Company declaring the receipt of the same by the Company from all the members of the Board and senior executives that they have complied with the Code of Conduct for Board of Directors and senior executives in respect of Financial Year 2022-23 is annexed as Annexure -E

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: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: 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.

3. Issue of shares under employees stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

4. Non-exercising of voting rights: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

6. Buy back shares: The Company did not buy-back any shares during the period under review.

7. Reduction of Share Capital of the Company: During the year under review, there were no such instances.

8. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

MEANS OF COMMUNICATION:

The Company has always promptly reported all material information including quarterly/half-yearly and event-based disclosures within due timeline to the Stock Exchange where the securities of the Company are listed.

The Companys website address is https://www.ekennis.com/ . The website contains basic information about the Company and such other details as required under the SEBI (LODR) Regulations, 2015 and other applicable and mandatory regulations. The Company ensures periodical updation of its website. The Company has designated the email-id info@ekennis.com to enable the shareholders to register their grievances.

The Ministry of Corporate Affairs, Government of India (MCA) has, by its Circular dated 21st

April, 2011 announced a "Green Initiative in the Corporate Governance "by allowing paperless compliance by companies. In terms of the said Circular, service of notice/documents by a Company to its Shareholders required to be made under the provisions of the Companies Act, 2013 can be made through the electronic mode. In line with the above initiative of the MCA, the Company proposes to send documents such as the Notice of the Annual General Meeting, audited Financial Statements, Boards Report, Auditors Report, Postal Ballots etc., henceforth to all its esteemed Shareholders, including your good self, in electronic form, through e-mail. Please note that these documents will also be available on the Companys website www.ekennis.com

Upon receipt of a requisition from shareholders, the Company will supply a printed copy of the Annual Report by post.

To facilitate the same, the Company requests to furnish your e-mail ID, quoting the folio number/DPID/Client ID to our Registrar and Share Transfer Agent and a copy to Company at the following address:

Skyline Financial Services Private Limited Ekennnis Software Service Limited
D - 153A, First Floor, Okhla Industrial Area, No 1 and 2 Second Floor Neeladri Circle,
Phase - 1, New Delhi 110 020, India. Doddathogur Vill Bangalore South, Karnataka
Tel. No. : 011- 4045 0193/ 97 Tel.No. : 080 4114 - 5095
Email: compliances@skylinerta.com Email: info@ekennis.com
Website: www.skylinerta.com Website: www.ekennis.com

DISCLOSURES AS PER APPLICABLE ACT; LISTING AGREEMENT / SEBI (LODR) REGULATIONS, 2015

i) Related Party Transactions:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All contracts / arrangements / transactions with related parties are placed before the Audit Committee and also the Board, as may be required, for approval.

The policy on Materiality of Related Party Transactions and also on dealing with related party transactions as approved by the Audit Committee and the Board of Directors are displayed on the Companys website www.ekennis.com

Details of contracts / arrangements / transactions with related parties are given in the notes to the financial statements.

ii) Number of Board Meetings:

During the financial year ended March 31, 2023, 6 (Six) Board Meetings were held 25.05.2022, 07.07.2022, 14.09.2022, 07.10.2022, 12.11.2022, 10.03.2022.

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings in terms of the Regulation 17(2) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, Secretarial Standards and the provision of Companies Act, 2013. The Notice and Agenda of the Meetings were circulated to Directors in advance. Minutes of the Meetings of the Board of Directors were circulated amongst the Directors for their perusal.

During the financial year 2022-23, there were no resolutions passed through circulation.

The attendance details of each Director at the Board meetings held during their tenure is given herein below:

Sl. Name of Directors Designation No. of meeting No. of meetings
No. held attended
1 Manisha Sharma Managing 6 6
Director
2 Ruchita Joshi Non-executive 6 6
Director
3 Urvashi Upadhyay Independent 6 6
Director
4 Shilpi Sharma Independent 6 2
Director
5 Uma Krishnan Independent 6 6
Director

iii) Board Evaluation

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India. The Directors were given evaluation forms for the following: i) Board/Committee Evaluation ii) Evaluation criteria for Independent Directors (ID) iii) Individual peer review

The Directors were requested to give following ratings for each criteria:

01 - indicating minimum positive.

05 - indicating maximum positive.

00 - indicating where the particular criterion is not applicable or Director does not have enough knowledge or information. The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the Directors, the Committee has prepared a report and submitted the Evaluation Report. Based on the report, the Board of Directors has informed the rankings to each Director and also informed that the performance of Directors is satisfactory and they are recommended for continuation as Directors of the Company.

iv) Audit Committee:

a) The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Board of Directors of the Company had duly re-constituted the Audit Committee on 7th July, 2022 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of Ms. Uma Krishnan, Independent Director being the Chairperson and Ms. Urvashi Upadhyay, Independent Director and Ms. Manisha Sharma, Managing Director being the members of the Committee as on March 31, 2023. Ms. Shilpi Sharma resigned from the membership of Audit Committee due to her personal reason w.e.f. 07.07.2022. During the financial year ended as on March 31, 2023, 5 (Five) Audit Committee meeting was held i.e. 25.05.2022, 07.07.2022, 14.09.2022, 07.10.2022, 12.11.2022. The attendance details of each member at the Audit Committee meetings are given below:

Sl. No. Name of Designation Category No. of No. of
Directors meeting meetings
held attended
1. Uma Krishnan Chairperson Independent 5 5
Director
2. Shilpi Sharma* Member Independent 5 0
Director
3. Manisha Member Executive 5 4
Sharma Director
4. Urvashi Member Independent 5 3
Upadhyay** Director

* Resigned from the office of Member of Audit Committee with effect from 7th July,2022.

** Appointed as Member of Audit Committee with effect from 7th July 2022. b) Recommendation by Audit Committee:

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.

v) Nomination & Remuneration Committee:

a) The Composition of the committee, meetings and attendance during the year:

The Board of Directors of the Company had duly re-constituted the Nomination & Remuneration Committee on 7th July, 2022 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of Ms. Uma Krishnan, Independent Director being the Chairperson and Ms. Urvashi Upadhyay, Independent Director and Ms. Ruchita Joshi, Non-executive Director being the members of the Committee as on March 31, 2023. During the year Ms. Shilpi Sharma resigned from the membership of Nomination & Remuneration Committee due to her personal reason w.e.f. 07.07.2022.

In the financial year ended as on March 31, 2023, 2 (two) Nomination & Remuneration Committee meeting was held i.e. 14.09.2022 and 12.11.2022. The attendance details of each member at the Nomination & Remuneration Committee meetings are given below:

Sl. Name of Designation Category No. of meeting No. of
No. Directors held meetings
attended
1. Uma Krishnan Chairperson Independent 2 2
Director
2. Shilpi Sharma* Member Independent 2 0
Director
3. Ruchita Joshi Member Non- 2 1
Executive
Director
4. Urvashi Member Independent 2 2
Upadhyay** Director

*Resigned from the office of Member of Nomination & Remuneration Committee with effect from 7th July, 2022.

** Appointment as Member of Nomination & Remuneration Committee with effect from 7th July 2022. vi) Stakeholders Relationship Committee:

The Board of Directors of the Company had duly re-constituted the Audit Committee on 7th July, 2022 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of Ms. Urvashi Upadhyay, Independent Director being the Chairperson and Ms. Uma Krishnan, Independent Director and Ms. Ruchita Joshi, Non-executive Director being the members of the Committee as on March 31, 2023. During the year

Ms. Shilpi Sharma resigned from the membership of Stakeholders Relationship Committee due to her personal reason w.e.f. 07.07.2022.

In the financial year ended as on March 31, 2023, 1 (One) Stakeholders Relationship Committee meeting was held i.e. 10.03.2023. The attendance details of each member at the Stakeholders Relationship Committee meetings are given below:

Sl. No. Name of Designation Category No. of No. of
Directors meeting held meetings
attended
1. Uma Krishnan Member Independent 1 1
Director
2. Shilpi Sharma* Member Independent 1 0
Director
3. Ruchita Joshi Member Non-Executive 1 1
Director
4. Urvashi Chairperson Independent 1 1
Upadhyay** Director

*Resigned from the office of Member of Stakeholders Relationship Committee with effect from 7th July, 2022.

** Appointment as Chairperson of Stakeholders Relationship Committee with effect from 7th July 2022.

b) Name and Designation of the Compliance Officer: Ms. Sonali, Company Secretary c) Details of Shareholders complaints during the financial year:

Number of shareholders Number of complaints not Number of pending
complaints received during solved to the satisfaction of Complaints
the financial year shareholders
NIL NIL NIL

vii) Nomination, Remuneration and Evaluation Policy:

The Company has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and Regulation 19 read with Part D of Schedule II of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with the Stock Exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the following: a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and

Senior Management Executives of the Company. b. Remuneration in any form payable to the Directors, KMPs and Senior Management

Executives. c. Evaluation of the performance of the Directors. d. Criteria for determining qualifications, positive attributes and independence of a Director. The Nomination Remuneration and Evaluation Policy formulated and become effective on 22nd day of January, 2022.

viii) Vigil Mechanism :

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Company has adopted a Whistle Blower policy, which provides a formal mechanism for all Directors and employees of the Company to approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.

The policy on Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://www.ekennis.com/corporate-polices

ix) Risk Analysis:

The Company has in place a mechanism comprising of regular audits and checks to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management. Major risks identified are systematically addressed through risk mitigation actions on a continuing basis.

x) Internal Control :

The Company has an adequate system of internal control in place. It has documented policies and procedure covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regards to maintaining of proper accounting control for ensuring reliability of financial reporting, monitoring of operation and protecting assets from unauthorised use or losses, compliance with regulation. The Company has continued its efforts to align all its processes and control with global best practices.

xi) Disclosure Relating to Material Variations:

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no significant material variances noted in the Company. xii) Loans, Guarantees and Investments:

During the year under review, your Company has not been investing and deploying its surplus funds in Securities which were within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013, so there are no particulars of all such loans, guarantees and investments to be entered in the register maintained by the Company for the purpose.

xiii) Subsidiaries, Associates or Joint Ventures:

The consolidated financial statements presented by the Company include financials of its Wholly Owned Subsidiary Company situated in Delaware, United States of America, M/s. Ekennis Software & Packaging Solution Inc. prepared in compliance with the applicable Accounting Standards.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Wholly Owned Subsidiary is given in Form AOC-1, which forms part of the consolidated financial statement and is attached to this report as Annexure-G

xiv) Cost Records:

The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Companys services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards SS-1 and SS-2 issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meeting.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Your Company has complied with all applicable environment laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximize worker protection and safety. The Companys policy requires conduct of operation in such a manner so as to ensure safety of all concerned, compliance of environment regulations and preservation of natural resources.

INDUSTRIAL RELATIONS

The industrial relation during the year 2022-23 had been cordial. The Directors take on record the dedicated support received from its agents, dealers, suppliers and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE

There have been no significant & material orders passed by Regulators / Courts / Tribunals impacting going concern status and Companys operations in future.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

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 taken from banks and financial institutions.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no such events took place during the year under consideration.

INSURANCE

The properties and assets of your Company are adequately insured.

ANNEXURES FORMING A PART THE BOARDS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure Particulars
A Managerial remuneration and particulars of Employees
B Secretarial Audit Report
C Management discussions & analysis report
D Particulars of conservation of energy, research & development, technology
absorption, foreign exchange earnings and outgo
E Declaration for Compliance with the Code of Conduct
F Other Disclosure
G Details of Subsidiary Company in Form AOC-1

ACKNOWLEDGEMENT

Your Board take this opportunity to offer their sincere thanks to the Companys Bankers, Central and State Government Authority, Shareholders and all other stakeholders during the year under review, Legal Advisers, Consultants, assistance and co-operation received from the Financial Institutions, Banks, and others all Business Associates, Customers for their valuable assistance and continued support to the Companies. Your Directors also wish to place on records their sincere appreciation of dedicated efforts by the staff and employees for their committed services, exemplary professionalism and enthusiastic contribution during the year for the Company.