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Directors Report of Saven Technologies Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the 32nd Annual Report of Saven Technologies Limited together with
the audited financial statements for the year ended March 31, 2025.
1. Financial Results
The Company''s financial performance for the year ended March 31, 2025 is summarised below:
|
2024-25 |
2023-24 |
|
|
Revenue from Operations |
1430.42 |
1316.72 |
|
Operating expenditure |
1126.78 |
1052.07 |
|
Earnings before interest, tax, depreciation and amortization (EBITDA) |
303.64 |
264.65 |
|
Other income |
64.25 |
91.15 |
|
Depreciation and amortization expense |
22.62 |
23.61 |
|
Profit before tax (PBT) |
345.27 |
332.19 |
|
Tax expense |
86.07 |
82.83 |
|
Profit after Tax (PAT) |
259.20 |
249.36 |
|
Other Comprehensive Income |
68.37 |
31.61 |
|
Balance brought forward from previous year |
950.90 |
887.50 |
|
Profit available for appropriation |
1278.47 |
1168.47 |
|
Interim Dividend |
(163.18) |
(217.57) |
|
Balance carried to balance sheet |
1901.62 |
1737.23 |
2. Financials of the Company/ State of Affairs of Company
The total revenue of the Company for the year ended March 31, 2025 was Rs.1,494.67 lakhs as compared to
Rs.1,407.87 lakhs for the previous year. Revenue from operations was Rs.1,430.42 lakhs as compared to
Rs.1,316.72 lakhs, an increase of 8.63% over previous year. Other income was Rs.64.25 lakhs as against
Rs.91.15 lakhs for the previous year. The profit before Tax for the year was Rs.345.27 lakhs as against
Rs.332.19 lakhs for the previous year. The profit after Tax for the year was Rs.259.20 lakhs as compared to
Rs.249.36 lakhs in the previous year. The total income, including Comprehensive Income for the year was
Rs.327.57 lakhs as against Rs.280.97 lakhs in the previous year.
Capital work-in progress:
During the year, your company commenced developing a Software kit for Fintech companies. The total expenses
incurred till 31st March, 2025, amounting to Rs.179.69 lakhs, has been shown under capital work in progress
under Non-current assets. The said capital work in progress will be capitalized upon completion of development
stage.
Accounting Treatment
As per the provisions of Companies Act, 2013 read with rules made thereunder, the company has implemented
the Indian Accounting Standards for preparing the Financial Statements from the Financial Year 2017-18.
There are no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year of the company to which the financial statements relate and
the date of the report.
Capital Structure
The authorized share capital of the Company is Rs.16,00,00,000/- comprising of 16,00,00,000 equity shares of
Re.1/- each. Further, the paid-up equity share capital of the Company is Rs.1,08,78,748/- divided into 1,08,78,748
equity shares of Re.1/- each. During the year under review, there was no change in the capital structure of
the Company.
During the financial year 2024-2025 there is no Issue of Shares under ESOP/ Sweat Equity Shares / Bonus
Shares /Issue of Shares with differential rights as to dividend, voting or otherwise/Buy-back of Shares/ any
other kind of issue or allotment of shares or other convertible securities.
3. Transfer To Reserves
The company had at the beginning of the financial year an amount of Rs.550 lakhs in the General Reserve.
During the financial year 2024-25 the company did not transfer any amount to Reserves.
4. Dividend
The Board of directors (the Board) at their meeting held on 10th February, 2025, declared an interim dividend
of Rs.1.50 (150%) per equity share of Re.1/- each, for the year 2024-25. No final dividend had been declared
for the year ended March 31, 2025. As per Regulation 43A of SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015, the formulation of Dividend Distribution Policy is not applicable to the company
during the financial year 2023-2024. During the financial year 2024-25 dividend was not paid from reserves.
5. Deposits / Loans & Advances, Guarantees or Investments
Your Company has not accepted any deposits and as such, no amount of principal or interest was outstanding
as of the Balance Sheet date.
The company has not given any loan or guarantee covered under the provisions of section 186 of the Companies
Act, 2013 (Act). The details of the investments made by the company are given in the notes to the financial
statements.
6. Internal Financial Control Systems and Their Adequacy
The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use
or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.
The Company is following all the applicable Accounting Standards for proper maintenance of books of accounts
and for financial reporting.
7. Related Party Transactions
The transactions with related parties were in the ordinary course of business and on an arm''s length pricing
basis. Suitable disclosure as required by the Accounting Standards (Ind AS) has been made in the notes to the
Financial Statements. There were no materially significant related party transactions, which had potential conflict
with the interests of the company at large. The Board has approved a policy for related party transactions which
has been uploaded on the Company''s website http://www.saven.in/documents/policy/
REVISED%20POUCY%20ON%20RELATED%20PARTY%20TRANSACTIONS.pdf. Information on transactions with
related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,
2014 is given in Annexure-1 in Form AOC-2 and the same forms part of this report.
8. Change in the Nature of Business, if any
There is no change in the nature of business affecting the financial position of the Company for the year ended
March 31, 2025.
9. Subsidiary Company, Joint Venture
The company does not have any Subsidiary or Joint Venture.
10. Directors and Key Managerial Personnel
During the financial year 2024-2025 the following changes occurred in Directors and Key Managerial Personnel:
Mr. Sampath Srinivasa Rangaswamy (DIN: 00063633) was re-appointed as Non-Executive Non-Independent
Director and Chairman with effect from 01.04.2024 and the approval of members was obtained by way of Postal
ballot on 15.03.2024 for a period of 1 year that is from 01.04.2024 to 31.03.2025. Upon completion of his term
on 31.03.2025, he stepped down from the Board of Directors of the Company and as Chairman of the Board.
Mrs. Devesh Anjali Desai (DIN: 00110183) was appointed as a Director and as an Independent Director of the
Company and the approval of members was obtained by way of Postal ballot on 20.03.2025 for a period of
first term of 5 years that is from 10.02.2025 to 09.02.2030.
Mr. Rajagopal Ravi (DIN: 06755889), was designated as Non-Independent Non-Executive Director with effect
from 04.08.2025 for a period upto 03.08.2027 at the Board meeting held on 23.07.2024 and he was given
additional charge as Chairman with effect from 01.04.2025 for a period upto 03.08.2027 at the Board meeting
held on 10.02.2025.
Mrs. R Renuka (DIN: 07131192), Independent Director, upon completion of her second term on 24.03.2025,
stepped down from the Board of Directors of the Company.
Mr. Murty Gudipati (DIN: 01459606) was re-appointed for a period of three years from 01st April, 2024 to
31st March, 2027 and there is Change in his designation from Executive Director and Chief Executive Officer
(CEO) to Managing Director and CEO with effect from 01.04.2024, and the approval of members was obtained
by way of Postal ballot on 15.03.2024.
The following director retires by rotation and being eligible, offers himself for reappointment as Director.
Mr. Sridhar Chelikani (DIN: 00526137) retires as Director by rotation at the ensuing Annual General Meeting and,
being eligible, offers himself for re-appointment.
For the perusal of the shareholders, a brief resume of the Director being re-appointed along with necessary
particulars is given in the explanatory statement to the notice.
During the financial year 2024-25, there has been no other change in the Key Managerial Personnel.
Statement on the declaration given by the Independent Directors as per Section 149(6)
The company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that he /she meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013, and Regulation 25 read with Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act.
It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity
and possesses all the relevant expertise and experience (including proficiency). The Company has imparted
necessary familiarization programme to the newly inducted independent director. All the Independent Directors
of the Company have been registered and are members of Independent Directors Databank maintained by the
Indian Institute of Corporate Affairs (IICA).
11. Policy on Directors'' Appointment and Remuneration and Other Details
The Nomination and Remuneration Committee (''the committee'') comprises two independent directors and one Non¬
Executive Director as on March 31,2025. Mrs. Devesh Anjali Desai, Independent Director, Member and Chairperson,
Mr. Rajaram Mosur Ranganathan, Independent Director as Member, Mr. Sridhar Chelikani, Member. The committee
is constituted as per the provisions of Companies Act, 2013 read with rules made thereunder and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time.
The committee was reconstituted with effect from 24.05.2024 with, Mrs. Renuka Ranganathan, Independent
Director, Member and Chairperson, Mr. Rajagopal Ravi, Non- Executive, Independent Director as Member, Mr.
Rajaram Mosur Ranganathan, Independent Director as Member, Mr. Sampath Srinivasa Rangaswamy, Non¬
Executive Director as Member.
The committee was reconstituted again with effect from 04.08.2024 with, Mrs. Renuka Ranganathan, Independent
Director, Member and Chairperson, Mr. Rajaram Mosur Ranganathan, Independent Director as Member, Mr. Sridhar
Chelikani, Member.
The committee was once again reconstituted with effect from 25.03.2025 with, Mrs. Devesh Anjali Desai,
Independent Director, Member and Chairperson, Mr. Rajaram Mosur Ranganathan, Independent Director as
Member, Mr. Sridhar Chelikani, Member.
During the period under review the Committee met four times i.e., on 23.05.2024, 23.07.2024, 10.02.2025 and
22.03.2025. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General
Meeting.
Remuneration Policy
The policy of the company on remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters, is as required under sub-section (3) of Section 178 of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has
been no change in the policy since the last fiscal year. The remuneration paid to the directors, key managerial
personnel and other employees is as per the terms laid out in the nomination and remuneration policy of the
Company. The detailed policy is posted on the website of the company www.saven.in. Following are the salient
features of the policy:
⦠Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain
laid down criteria
⦠Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management
positions
⦠Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial
Personnel and senior management employees and their remuneration.
⦠Review the performance of the Board of Directors and Key Managerial Personnel based on certain criteria
as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Key
Managerial Personnel, the Committee ensures that the remuneration is reasonable and sufficient to attract,
retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and
meets appropriate performance benchmarks and that the remuneration involves a balance between fixed
and incentive pay reflecting short term and long term objectives of the Company.
Details of remuneration to all the directors
Except Mr. R S Sampath, the Non-Executive Directors receive remuneration only by way of sitting fees for
attending the meetings of the Board and Committee thereof.
a) The details of remuneration paid to all the Directors for 2024-25 is given below: (Amount in Rs.)
|
Name of the Director |
Salary |
Provident fund, |
Sitting Fees |
Total |
|
Sridhar Chelikani |
-- |
-- |
1,80,000 |
1,80,000 |
|
*R S Sampath |
6,00,000 |
-- |
2,00,000 |
8,00,000 |
|
R Ravi |
-- |
-- |
2,10,000 |
2,10,000 |
|
R Renuka |
-- |
-- |
2,50,000 |
2,50,000 |
|
M R Rajaram |
2.50,000 |
2,50,000 |
||
|
Anjali Desai |
60,000 |
60,000 |
||
|
Murty Gudipati |
48,00,000 |
54,00,000 |
-- |
1,02,00,000 |
* Mr. R S Sampath is paid remuneration of Rs. 6 lakhs per annum for the Financial Year 2024-25 as approved
by the members by way of Postal Ballot on 15.03.2024, in addition to sitting fee.
b) Details of fixed component and performance linked incentives along with the performance criteria;-
As per the terms of remuneration approved at the by way of Postal ballot on 15.03.2024 and 20.03.2025,
Mr. Murty Gudipati was paid Rs.10.00 lakhs as performance incentive during the financial year 2024-25, on
recommendation of the Nomination and Remuneration Committee considering the performance of the company
and as approved by the Board.
c) Service contracts, notice period, severance fees:
Mr. Murty Gudipati''s re-appointment as Managing Director and Chief Executive Officer and remuneration for
the period commencing from 01st April, 2024 to 31st March, 2027 was approved by the Board of Directors
at the Board Meeting held on 05th February, 2024, and by the members by way of Postal Ballot on 15th March,
2024. The revised remuneration was approved by the members by way of Postal Ballot on 20.03.2025. As
per the terms of his appointment the services of Mr. Murty Gudipati can be terminated with Six months'' notice
on either side and he shall not be eligible for any severance pay.
d) Stock option details, if any, and whether the same has been issued at a discount as well as the period over
which accrued and over which exercisable- NIL
12. Number of Meetings of the Board
During the period under review the board met Six times. The dates on which the Meetings were held are
23.05.2024, 23.07.2024, 07.11.2024, 23.12.2024, 10.02.2025 and 22.03.2025.
Meetings of Independent Directors
The Independent Directors had a meeting on 22.03.2025. All the Independent Directors were present at the Meeting.
13. Board Evaluation
Performance Evaluation of Board, Committees, Individual Directors and Independent Directors.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the Directors
as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders'' Relationship
Committees. Independent Directors carried out a separate evaluation on the performance of Chairman and non¬
Independent directors. The manner in which the evaluation has been carried out is explained below;
The evaluation took into consideration the inputs received from the Directors, covering various aspects of the
Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture,
delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning,
execution and performance of specific duties, obligations and governance the Company and its stakeholders.
It was observed that the Board played a vital role in formulation and monitoring of policies.
The evaluation in respect of the committees took into consideration covering various aspects of the Committees
functioning such as, whether the amount of responsibility delegated by the Board to each of the committees
is appropriate, the committees take effective and proactive measures to perform its functions, the reporting by
each of the Committees to the Board is sufficient etc. It was observed that the Board had constituted sufficient
committees wherever required with well-defined terms of reference whose composition was in compliance with
the legal requirements and their performances were reviewed periodically. It was found that the Committees gave
effective suggestion and recommendation to the Board.
The performance evaluation of the Chairman and the Non Independent Directors was carried out by the
Independent Directors at a separate meeting held on 22.03.2025. The evaluation also assessed the quality,
quantity and timeliness of the flow of information between the management and the Board that were necessary
for it to effectively and reasonably perform its duties. It was observed that the Chairman and the Non¬
Independent Directors discharged their responsibilities in an effective manner.
The Board evaluated the performance of Independent Directors and Individual Directors considering various
parameters such as their familiarity with the Company''s vision, policies, values, code of conduct, their attendance
at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs
and provide suggestions to the Management/Board in areas of domain expertise , whether they seek clarifications
by raising appropriate issues on the presentations made by the Management/reports placed before the Board,
practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective
manner. The Directors possess integrity, expertise and experience in their respective fields.
During the year, all recommendations made by the committee were approved by the Board.
14. Audit Committee
The Audit Committee (''the committee'') comprises three independent directors and one Non-Executive Director as
on March 31, 2024, Mr. Rajagopal Ravi, Chairman, Mrs. Renuka Ranganathan, Member Mr. Rajaram Mosur
Ranganathan, Member and Mr. R S Sampath, Member. The committee is constituted as per the provisions of
Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, amended from time to time.
The committee was once again reconstituted with effect from 04.08.2024 with, Mr. Rajaram Mosur Ranganathan,
Independent Director as Member and Chairman, Mrs. Renuka Ranganathan, Independent Director, Member,
Mr. Rajagopal Ravi, Member. Mr. Sampath Srinivasa Rangaswamy, Non-Executive Director stepped down as Member.
The committee was once again reconstituted with effect from 25.03.2025 with, Mr. Rajaram Mosur Ranganathan,
Independent Director as Member and Chairman, Mrs. Devesh Anjali Desai, Independent Director, Member,
Mr. Rajagopal Ravi, Member.
During the period under review the Committee met four times i.e., on 23.05.2024, 23.07.2024, 07.11.2024 and
10.02.2025. The Chairman of the Audit Committee was present at the previous Annual General Meeting.
The Statutory Auditors and the Internal Auditors of the Company were invited to attend the Audit Committee
Meeting. Mr. Murty Gudipati, Managing Director and CEO, and the Chief Financial Officer were also invited to
attend the Audit Committee Meeting. The Company Secretary acts as the secretary to the committee.
15. Stakeholders'' Relationship Committee
The Stakeholders'' Relationship Committee (''the committee'') comprises one independent director, one Non¬
Executive Director and one Managing Director as on March 31, 2025. Mr. Rajaram Mosur Ranganathan,
Independent Director, Chairman Mr. Rajagopal Ravi, Non-Executive, Non-Independent Director, Member and Mr.
Murty Gudipati, Managing Director and CEO, Member. The committee is constituted as per the provisions of
Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, amended from time to time.
The committee was reconstituted with effect from 24.05.2024 with, Mr. Rajagopal Ravi, Independent Director as
Member and Chairman, Mr. Rajaram Mosur Ranganathan, Independent Director as Member, Mr. Sampath Srinivasa
Rangaswamy, Non-Executive Director as Member and Mr. Murty Gudipati, Managing Director and CEO as Member.
The committee was once again reconstituted with effect from 04.08.2024 with, Mr. Rajaram Mosur Ranganathan,
Independent Director as Chairman, Mr. Rajagopal Ravi, Non-Executive, Non-Independent Director, Member and Mr.
Murty Gudipati, Managing Director and CEO, Member. Mr. Sampath Srinivasa Rangaswamy, Non-Executive
Director stepped down as Member.
During the period under review the Committee met two times i.e., on 23.05.2024 and 23.07.2024. The Chairman
of the Stakeholders'' Relationship Committee was present at the previous Annual General Meeting.
16. Auditors
Statutory Auditors
At the Annual General Meeting (AGM) held on September, 26, 2022, M/s. Suryanarayana and Suresh., (Firm
registration No. 006631S), Chartered Accountants, Hyderabad, were re-appointed as Statutory Auditors of the
company to hold office till conclusion of the AGM to be held in the calendar year 2027, for a second term of five
consecutive years. The Ministry of Corporate Affairs vide its notification dated 07th May, 2018, has done away
with the requirement of yearly ratification of appointment of Statutory Auditors, at the AGM.
There are no qualifications, reservation or adverse remark in the Audit Report for the Financial Year ended 31st
March, 2025.
Secretarial Audit
Kuldeep Bengani & Associates LLP, Company Secretaries, Hyderabad, was appointed to undertake the Secretarial
Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report is given in Annexure-2.
There are no qualifications, reservation or adverse remark in the Audit Report for the Financial Year ended 31st
March, 2025.
Internal Auditors
In terms of the provisions of Section 139 of the Act and based on the recommendation of Audit Committee, the
Board of Directors at their meeting held on 23.05.2024 re-appointed M/s. Nandyala and Associates, Chartered
Accountants, as the Internal Auditors of the Company for a period of two financial years 2024-2025 and 2025¬
2026. M/s. Nandyala and Associates, Chartered Accountants confirmed their willingness to be re-appointed as the
Internal Auditors of the Company. Further, the Audit Committee in consultation with Internal Auditors, formulated the
scope, functioning, periodicity methodology for conducting the internal audit.
17. Directors'' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013, your Directors would like to 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, if any;
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 ended March 31, 2025 and the profit of the Company for that
finanrial uear1
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the Annual Accounts on a going concern basis.
e. The Directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and operating effectively.
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.
18. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other
than those which are reportable to the Central Government-NIL
19. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo
Conservation of Energy:
The nature of the Company''s operations requires a low level of energy consumption.
Research and Development (R&D):
The Company continues to look at opportunities in the areas of research and development in its present range of activities.
Technology Absorption:
The Company continues to use the latest technologies for improving the productivity and quality of its services.
The Company has not imported any technology during the year.
Foreign Exchange Earnings and Outgo:
Foreign Exchange earned by the Company during the financial year 2024-25 was Rs.1430.42 lakhs compared to
Rs.1316.72 lakhs earned during the financial year 2023-24. The Foreign Exchange outgo for the company during
the financial year 2023-24 was Rs.0.96 lakhs compared to Rs.11.67 lakhs during the financial year 2023-24.
20. Particulars of Employees
(a) The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-3.
(b) The information required under Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(2)
& of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Report. However, pursuant to first proviso to Section 136(1) of the Act, this Report is being sent to the
Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said information,
may write to the Company Secretary at the Registered Office of the Company and the said information is
available for inspection.
21. Extract of Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025, is available on the website of the Company website at www.saven.in.
22. Risk Management
Pursuant to section 134 (3) (n) of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015, the company has formulated a policy on risk management. The Board regularly
discusses the significant business risks identified by the Management and the mitigation process being taken.
The Company has an adequate risk management framework to identify, monitor and minimize risks as also identify
business opportunities. At present the company has not identified any element of risk which may threaten the
existence of the company.
23. Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its
Powers) Rules, 2014 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company
has established a Whistle Blower Policy to deal with instance(s) of fraud and mismanagement, if any. The Whistle
Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no
discrimination will be meted out to any person for a genuinely raised concern. Employees may also report to the
Chairman of the Audit Committee. During the year under review, there were no complaints received by the Audit
Committee under the provisions of Whistle Blower. The details of the Whistle Blower Policy is posted on the website
of the Company http://www.saven.in/documents/policy/Revised%20Whistle%20Blower%20Policy.pdf.
24. Unclaimed Dividends/ Return of Capital Amount
a) Unclaimed Dividends-Dividends that are unclaimed for a period of seven years, are statutorily required to be
transferred to Investor Education and Protection Fund Authority (IEPF Authority) administered by the Central
Government. Further, pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, including
amendments thereto (''IEPF Rules'') all shares on which dividend has not been paid or claimed for seven
consecutive years or more shall be transferred to IEPF Authority as notified by Ministry of Corporate Affairs.
Those members who have so far not encashed their dividend warrants for the under mentioned Financial Years,
may claim or approach the Company for the payment thereof as the same will be transferred to the Investors''
Education and Protection Fund (IEPF) of the Central Government, pursuant to Section 125 of the Companies Act,
2013. Members are requested to note that after such dates, they will lose their rights to claim such dividend
from the Company. The shareholders whose dividend will be transferred to the IEPF Authority can claim the same
from IEPF Authority by following the procedure as detailed on the website of IEPF Authority.
|
Financial Year |
Rate of Dividend |
Date of Declaration of |
Last date for claiming |
|
2018-19 (Interim) |
100% |
27th November, 2018 |
31st December, 2025 |
|
2019-20 (Interim) |
100% |
23rd July, 2019 |
22nd August, 2026 |
|
2020-21 (Interim) |
100% |
09th November, 2020 |
14th December, 2027 |
|
2021-22 (Interim) |
100% |
09th August, 2021 |
13th September, 2028 |
|
2021-22 (Second Interim) |
100% |
01st March, 2022 |
04th April, 2029 |
|
2022-23 (Interim) |
100% |
25th July, 2022 |
25th August, 2029 |
|
2022-23 (Second Interim) |
100% |
03rd February, 2023 |
09th March, 2030 |
|
2023-24 (Interim) |
200% |
05th February, 2024 |
10th March, 2031 |
|
2024-2025 (Interim) |
150% |
10th February, 2025 |
14th March, 2032 |
Members, are requested to make their claims without any delay to the Company''s Registrar and Transfer Agent,
XL Softech Systems Limited at email id: xlfield@gmail.com by providing folio no. and other necessary details.
Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts
lying with the Company on the website of the Company www.saven.in, as also on the website of the Ministry
of Corporate Affairs. The company sends reminders to the shareholders concerned to claim the unclaimed and
unpaid dividends before they are transferred to the IEPF. The unclaimed dividend amount and shares transferred
to IEPF can be claimed by the shareholders from IEPF website by filling Web Form IEPF-5 along with requisite
documents as mentioned.
During the financial year 2024-25 there was no transfer of Unclaimed dividend amount and shares of the
shareholders who have not claimed dividend for seven consecutive years or more transferred to IEPF. However,
in respect of the shares which were transferred to IEPF in the financial years 2020-2021 and 2022-2023 and
further dividends declared after such transfer of shares, the dividend amount of such shares were transferred
to IEPF to IEPF''s bank account.
For the Interim Dividend 2024-2025 which was declared by Board of Directors on 10th February, 2025, as per
the SEBI vide Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 DATED 17.05.2023 as amended by SEBI
Circular No.: SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated 17.11.2023 SEBI Circular SEBI/HO/MIRSD/MIRSD-Pod-1/
P/CIR/2023/37 dated March 16, 2023 and SEBI/HO/MIRSD/POD-1/P/CIR/2024/81 dated June 10, 2024, the
shareholders who have not updated their KYC their dividend payment has been withheld and will be paid
immediately electronically when the KYC updations is made with Company''s RTA XL Softech Systems Limited
and a request is made to make the payment in this regard. Pursuant to the above mentioned SEBI Circulars the
Company has sent intimation to shareholders who have not updated KYC through RTA by way of Registered
Post and by email whose ever exists.
b) Unclaimed Return of Capital Amount - The Company pursuant to Reduction of Capital in the year 2018 had
returned to shareholders as on Record date i.e., 20th March, 2018, an amount of Rs.9/-(Rupees Nine only) per
equity share of Rs.10/- (Rupees Ten only) each held by them. The unclaimed amount as on 31st March, 2025
is Rs. 11,58,147/-. The shareholders as on the said record date, who have not encashed the amount are
requested to make their claims to the Company''s Registrar and Transfer Agent, XL Softech Systems Limited
at email id: xlfield@gmail.com by providing folio no and other necessary details.
25. Compliance with Secretarial Standards
The Company has complied with the applicable mandatory Secretarial Standards.
26. Cost Records
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 of the Company.
27. Corporate Social Responsibility (CSR)
The provisions relating to Corporate Social Responsibility under the Companies Act, 2013 do not apply to the company.
28. Prevention of Sexual Harassment Policy
The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
Your Directors further state that during the year under review, no complaints were received pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
29. Prevention of Insider Trading
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for
Prevention of Insider Trading. The Company has appointed the Company Secretary as Compliance Officer, who
is responsible for setting forth procedures and implementation of the code for trading in Company''s securities.
During the year under review, there has been due compliance with the said code of conduct for prevention
of insider trading.
30. The details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company''s operations in future
In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules, 2014, there are no significant material orders
passed by the Regulators / Courts which would impact the going concern status of the Company and its future
operations.
31. The details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year-
Not Applicable
32. 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 - Not Applicable
33. Application under Insolvency And Bankruptcy Code, 2016
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the Financial
Year 2024- 2025.
34. 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 Company has not made any such valuation during the Financial Year 2024- 2025.
35. Credit Rating of Securities-Not Applicable
36. Management Discussion & Analysis and Corporate Governance
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
Board''s Report.
The paid up equity share capital is below Rupees Ten Crore and Net Worth below Rupees Twenty Five crore,
as on the last day of the previous financial year i.e., as per Audited Financials of 31st March, 2024 of the
company. As per the provisions of Regulation 15(2) of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17 to
27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V
shall not apply; therefore the Corporate Governance Report is not Annexed in the Annual Report.
The Company is complying with all the applicable provisions of Companies Act, 2013 read with rules made
thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other statutory
regulations.
Pursuant to provisions of Schedule V (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations
2015, the compliance with Related Party Disclosure is given in notes to financial statement, pursuant to
provisions of Schedule V (F), Disclosures with respect to demat suspense account/ unclaimed suspense
account, the company does not have any demat suspense account/ unclaimed suspense account. There are
no disclosure to be made by the company regarding certain types of agreements binding the company pursuant
to Schedule V (G) read with under clause 5A of paragraph A of Part A of Schedule III of SEBI(Listing Obligations
and Disclosure Requirement) Regulations, 2015.
37. Acknowledgments
Your Directors thank the investors, bankers, clients and vendors for their continued support. Your Directors
place on record their appreciation for the valuable contribution made by the employees at all levels.
For and on behalf of the Board
Place: Hyderabad Rajagopal Ravi
Date : May 14, 2025 Chairman
DIN:06755889
Mar 31, 2024
Your Directors have pleasure in presenting the 31st Annual Report of Saven Technologies Limited together with the audited financial statements for the year ended March 31, 2024.
1. Financial Results
The Company''s financial performance for the year ended March 31, 2024 is summarised below:
|
2023-24 |
2022-23 |
|
|
Revenue from Operations |
1316.72 |
1505.61 |
|
Operating expenditure |
1052.07 |
1044.32 |
|
Earnings before interest, tax, depreciation and amortization (EBITDA) |
264.65 |
461.29 |
|
Other income |
91.15 |
63.20 |
|
Depreciation and amortization expense |
23.61 |
23.66 |
|
Profit before tax (PBT) |
332.19 |
500.83 |
|
Tax expense |
82.83 |
127.78 |
|
Profit after Tax (PAT) |
249.36 |
373.05 |
|
Other Comprehensive Income |
31.61 |
25.30 |
|
Balance brought forward from previous year |
887.50 |
689.37 |
|
Profit available for appropriation |
1168.47 |
1087.72 |
|
Interim Dividend |
(217.57) |
(217.58) |
|
Balance carried to balance sheet |
1737.23 |
1673.83 |
2. Financials of the Company/ State of Affairs of Company
The total revenue of the Company for the year ended March 31, 2024 was Rs.1,407.87 lakhs as compared to Rs.1,568.81 lakhs for the previous year. Revenue from operations was Rs.1,316.72 lakhs as compared to Rs.1,505.61 lakhs, a decrease of 12.55% over previous year. Other income was Rs.91.15 lakhs as against Rs.63.20 lakhs for the previous year. The profit before Tax for the year was Rs.332.19 lakhs as against
Rs.500.83 lakhs for the previous year. The profit after Tax for the year was Rs.249.36 lakhs as compared to
Rs.373.05 lakhs in the previous year. The total income, including Comprehensive Income for the year was
Rs.280.97 lakhs as against Rs.398.35 lakhs in the previous year.
Capital work-in progress
During the year, your company commenced developing a Software kit for Fintech companies. The total expenses incurred till 31st March, 2024, amounting to Rs.45.29 lakhs, has been shown under capital work in progress under Non-current assets. The said capital work in progress will be capitalized upon completion of development stage.
Accounting Treatment
As per the provisions of Companies Act, 2013 read with rules made thereunder, the company has implemented the Indian Accounting Standards for preparing the Financial Statements from the Financial Year 2017-18.
There are no material changes and commitments affecting the financial position of the Company which have occured between the end of the financial year of the company to which the financial statements relate and the date of the report.
Capital Structure
The authorized share capital of the Company is Rs.16,00,00,000/- comprising of 16,00,00,000 equity shares of Re.1/- each. Further, the paid-up equity share capital of the Company is Rs.1,08,78,748/- divided into 1,08,78,748 equity shares of Re.1/- each. During the year under review, there was no change in the capital structure of the Company.
During the financial year 2023-2024 there is no Issue of Shares under ESOP/ Sweat Equity Shares / Bonus Shares /Issue of Shares with differential rights as to dividend, voting or otherwise/Buy-back of Shares/ any other kind of issue or allotment of shares or other convertible securities.
3. Transfer To Reserves
The company had at the beginning of the financial year an amount of Rs.550 lakhs in the General Reserve. During the financial year 2023-24 the company did not transfer any amount to Reserves.
4. Dividend
The Board of directors (the Board) at their meeting held on 05th February, 2024, declared an interim dividend of Rs.2.00 (200%) per equity share of Re.1/- each, for the year 2023-24. No final dividend had been declared for the year ended March 31, 2024. As per Regulation 43A of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, the formulation of Dividend Distribution Policy is not applicable to the company during the financial year 2023-2024. During the financial year 2023-24 dividend was not paid from reserves.
5. Deposits / Loans & Advances, Guarantees or Investments
Your Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
The company has not given any loan or guarantee covered under the provisions of section 186 of the Companies Act, 2013 (Act). The details of the investments made by the company are given in the notes to the financial statements.
6. Internal Financial Control Systems and Their Adequacy
The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for proper maintenance of books of accounts and for financial reporting.
7. Related Party Transactions
The transactions with related parties were in the ordinary course of business and on an arm''s length pricing basis. Suitable disclosure as required by the Accounting Standards (Ind AS) has been made in the notes to the Financial Statements. There were no materially significant related party transactions, which had potential conflict with the interests of the company at large. The Board has approved a policy for related party transactions which has been uploaded on the Company''s website http://www.saven.in/documents/policy/ REVISED%20POLICY%20ON%20RELATED%20PARTY%20TRANSACTIONS.pdf. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Annexure-1 in Form AOC-2 and the same forms part of this report.
8. Change in the Nature of Business, if any
There is no change in the nature of business affecting the financial position of the Company for the year ended March 31, 2024.
9. Subsidiary Company, Joint Venture
The company does not have any Subsidiary or Joint Venture.
10. Directors and Key Managerial Personnel
During the financial year 2023-2024 the following changes occurred in Directors and Key Managerial Personnel: Mr. Rajaram Mosur Ranganathan (DIN: 00110183) is appointed as a Director and as an Independent Director of the Company and the approval of members was obtained by way of Postal ballot on 15.03.2024 for a period of 5 years that is from 05.02.2024 to 04.02.2029.
Mr. Murty Gudipati (DIN: 01459606) was re-appointed for a period of three years from 01st April, 2024 to 31st March, 2027 and there is Change in his designation from Executive Director and Chief Executive Officer (CEO) to Managing Director and CEO with effect from 01.04.2024, and the approval of members was obtained by way of Postal ballot on 15.03.2024.
Mr. Sampath Srinivasa Rangaswamy (DIN: 00063633) was re-appointed as Non-Executive Non-Independent Director and Chairman with effect from 01.04.2024 and the approval of members was obtained by way of Postal ballot on 15.03.2024 for a period of 1 year that is from 01.04.2024 to 31.03.2025.
The following director retires by rotation and being eligible, offers himself for reappointment as Director.
Mr. Sampath Srinivasa Rangaswamy (DIN: 00063633) retires as Director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
For the perusal of the shareholders, a brief resume of the Director being re-appointed along with necessary particulars is given in the explanatory statement to the notice.
During the financial year 2023-24 other than re-appointment of Mr. Murty Gudipati, there has been no change in the Key Managerial Personnel during the financial year.
Statement on the declaration given by the Independent Directors as per Section 149(6)
The company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he /she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013, and Regulation 25 read with Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience (including proficiency). The Company has imparted necessary familiarization programme to the newly inducted independent director. All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).
11. Policy on Directors'' Appointment and Remuneration and Other Details
The Nomination and Remuneration Committee (''the committee'') comprises two independent directors and one NonExecutive Director as on March 31, 2024. Mrs. R Renuka, Member and Chairperson, Mr. R Ravi, Member, and Mr. R S Sampath, Member. The committee is constituted as per the provisions of Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time. The committee was reconstituted with effect from 01.04.2023 with Mrs. R Renuka, Independent Director as Chairperson, Mr. R Ravi, Independent Director, Member and Mr. R S Sampath, Non-Executive Director, Member.
During the period under review the Committee met four times i.e., on 23.05.2023, 09.11.2023, 03.02.2024 and 21.03.2024. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting.
Remuneration Policy
The policy of the company on remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, is as required under sub-section (3) of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the policy since the last fiscal year. The remuneration paid to the directors, key managerial personnel and other employees is as per the terms laid out in the nomination and remuneration policy of the Company. The detailed policy is posted on the website of the company www.saven.in. Following are the salient features of the policy:
⦠Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria
⦠Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions
⦠Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration.
⦠Review the performance of the Board of Directors and Key Managerial Personnel based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Key Managerial Personnel, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.
Details of remuneration to all the directors
Except Mr. R S Sampath, the Non-Executive Directors receive remuneration only by way of sitting fees for attending the meetings of the Board and Committee thereof.
a) The details of remuneration paid to all the Directors for 2023-24 is given below: (Amount in Rs.)
|
Name of the Director |
Salary |
Provident fund, Superannuation fund and other perquisites |
Sitting Fees |
Total |
|
Sridhar Chelikani |
-- |
-- |
1,00,000 |
1,00,000 |
|
*R S Sampath |
6,00,000 |
-- |
2,05,000 |
8,05,000 |
|
R Ravi |
-- |
-- |
2,20,000 |
2,20,000 |
|
R Renuka |
-- |
-- |
1,85,000 |
1,85,000 |
|
M R Rajaram |
40,000 |
40,000 |
||
|
Murty Gudipati |
36,00,000 |
39,30,000 |
75,30,000 |
* Mr. R S Sampath is paid remuneration of Rs. 6 lakhs per annum for the Financial Year 2023-24 as approved
by the members by way of Postal Ballot on 18.03.2023, in addition to sitting fee.
b) Details of fixed component and performance linked incentives along with the performance criteria;-
As per the terms of remuneration approved at the Annual General Meeting held on 26th September, 2022, Mr. Murty Gudipati was paid Rs.22.50 lakhs as performance incentive during the financial year 2023-24, on recommendation of the Nomination and Remuneration Committee considering the performance of the company and as approved by the Board.
c) Service contracts, notice period, severance fees:
Mr. Murty Gudipati''s re-appointment as Managing Director and Chief Executive Officer and remuneration for the period commencing from 01st April, 2024 to 31st March, 2027 was approved by the Board of Directors at the Board Meeting held on 05th February, 2024, and by the members by way of Postal Ballot on 15th March,
2024. As per the terms of his appointment the services of Mr. Murty Gudipati can be terminated with Six
months'' notice on either side and he shall not be eligible for any severance pay.
d) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable- NIL
12. Number of Meetings of the Board
During the period under review the board met Seven times. The dates on which the Meetings were held are 23.05.2023, 29.06.2023, 10.08.2023, 22.09.2023, 09.11.2023, 05.02.2024 and 21.03.2024.
Meetings of Independent Directors
The Independent Directors had a meeting on 03.02.2024. All the Independent Directors were present at the Meeting.
13. Board Evaluation
Performance Evaluation of Board, Committees, Individual Directors and Independent Directors.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the Directors as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders'' Relationship Committees. Independent Directors carried out a separate evaluation on the performance of Chairman and nonIndependent directors. The manner in which the evaluation has been carried out is explained below;
The evaluation took into consideration the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, execution and performance of specific duties, obligations and governance the Company and its stakeholders. It was observed that the Board played a vital role in formulation and monitoring of policies.
The evaluation in respect of the committees took into consideration covering various aspects of the Committees functioning such as, whether the amount of responsibility delegated by the Board to each of the committees is appropriate, the committees take effective and proactive measures to perform its functions, the reporting by each of the Committees to the Board is sufficient etc. It was observed that the Board had constituted sufficient committees wherever required with well-defined terms of reference whose composition was in compliance with the legal requirements and their performances were reviewed periodically. It was found that the Committees gave effective suggestion and recommendation to the Board.
The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a separate meeting held on 03.02.2024. The evaluation also assessed the quality, quantity and timeliness of the flow of information between the management and the Board that were necessary for it to effectively and reasonably perform its duties. It was observed that the Chairman and the NonIndependent Directors discharged their responsibilities in an effective manner.
The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Company''s vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise , whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.
During the year, all recommendations made by the committee were approved by the Board.
14. Audit Committee
The Audit Committee (''the committee'') comprises three independent directors and one Non-Executive Director as on March 31,2024, Mr. R Ravi, Chairman, Mrs. R Renuka, Member Mr. M R Rajaram, Member and Mr. R S Sampath, Member. The committee is constituted as per the provisions of Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time. The committee was reconstituted with effect from 01.04.2023 with, Mr. R Ravi, Independent Director as Member and Chairman, Mrs. R Renuka, Independent Director, Member and Mr. R S Sampath, Non-Executive Director, Member and on 21.03.2024, the committee was once again reconstituted by inducting Mr. M R Rajaram, Independent Director as member of the committee.
During the period under review the Committee met five times i.e., on 23.05.2023, 29.06.2023, 10.08.2023, 09.11.2023 and 03.02.2024. The Chairman of the Audit Committee was present at the previous Annual General Meeting.
The Statutory Auditors and the Internal Auditors of the Company were invited to attend the Audit Committee Meeting. Mr. Murty Gudipati, Managing Director and CEO, and the Chief Financial Officer were also invited to attend the Audit Committee Meeting. The Company Secretary acts as the secretary to the committee.
15. Stakeholders'' Relationship Committee
The Stakeholders'' Relationship Committee (''the committee'') comprises one independent director, one Non-Executive Director and one Executive Director as on March 31, 2024. Mr. R Ravi, Independent Director as Member and Chairman, Mr. R S Sampath, Non-Executive Director, Member and Mr. Murty Gudipati, Managing Director and CEO, Member. The committee is constituted as per the provisions of Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time. The committee was reconstituted with effect from 01.04.2023 with, Mr. R Ravi, Independent Director as Member and Chairman, Mr. R S Sampath, Non-Executive Director, Member and Mr. Murty Gudipati, Managing Director and CEO, Member.
During the period under review the Committee met four times i.e., on 23.05.2023, 10.08.2023, 09.11.2023 and 03.02.2024. The Chairman of the Stakeholders'' Relationship Committee was present at the previous Annual General Meeting.
16. Auditors Statutory Auditors
At the Annual General Meeting (AGM) held on September, 26, 2022, M/s. Suryanarayana and Suresh., (Firm registration No. 006631S), Chartered Accountants, Hyderabad, were re-appointed as Statutory Auditors of the company to hold office till conclusion of the AGM to be held in the calendar year 2027, for a second term of five consecutive years. The Ministry of Corporate Affairs vide its notification dated 07th May, 2018, has done away with the requirement of yearly ratification of appointment of Statutory Auditors, at the AGM.
There are no qualifications, reservation or adverse remark in the Audit Report for the Financial Year ended 31st
March, 2024.
Secretarial Audit
Mr. S Chidambaram, Company Secretary in Practice, Hyderabad, was appointed to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report is given in Annexure-2.
There are no qualifications, reservation or adverse remark in the Audit Report for the Financial Year ended 31st
March, 2024.
Internal Auditors
In terms of the provisions of Section 139 of the Act and based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 21.05.2022 re-appointed M/s. Nandyala and Associates, Chartered Accountants, as the Internal Auditors of the Company for a period of two financial years 2022-2023 and 20232024. M/s. Nandyala and Associates, Chartered Accountants confirmed their willingness to be re-appointed as the Internal Auditors of the Company. Further, the Audit Committee in consultation with Internal Auditors, formulated the scope, functioning, periodicity methodology for conducting the internal audit.
17. Directors'' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013, your Directors would like to 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, if any;
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 ended March 31, 2024 and the profit of the Company for that financial year;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the Annual Accounts on a going concern basis.
e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.
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.
18. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government-NIL
19. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo
Conservation of Energy:
The nature of the Company''s operations requires a low level of energy consumption.
Research and Development (R&D):
The Company continues to look at opportunities in the areas of research and development in its present range of activities. Technology Absorption:
The Company continues to use the latest technologies for improving the productivity and quality of its services.
The Company has not imported any technology during the year.
Foreign Exchange Earnings and Outgo:
Foreign Exchange earned by the Company during the financial year 2023-24 was Rs.1316.72 lakhs compared to Rs.1505.61 lakhs earned during the financial year 2022-23. The Foreign Exchange outgo for the company during the financial year 2023-24 was Rs.11.67 lakhs compared to Rs.15.38 lakhs during the financial year 2022-23.
20. Particulars of Employees
(a) The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-3.
(b) The information required under Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(2) & of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, pursuant to first proviso to Section 136(1) of the Act, this Report is being sent to the Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said information, may write to the Company Secretary at the Registered Office of the Company and the said information is available for inspection.
21. Extract of Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the website of the Company website at www.saven.in.
22. Risk Management
Pursuant to section 134 (3) (n) of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the company has formulated a policy on risk management. The Board regularly discusses the significant business risks identified by the Management and the mitigation process being taken. The Company has an adequate risk management framework to identify, monitor and minimize risks as also identify business opportunities. At present the company has not identified any element of risk which may threaten the existence of the company.
23. Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has established a Whistle Blower Policy to deal with instance(s) of fraud and mismanagement, if any. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. Employees may also report to the Chairman of the Audit Committee. During the year under review, there were no complaints received by the Audit Committee under the provisions of Whistle Blower. The details of the Whistle Blower Policy is posted on the website of the Company http://www.saven.in/documents/policy/Revised%20Whistle%20Blower%20Policy.pdf.
24. Unclaimed Dividends/ Return of Capital Amount
a) Unclaimed Dividends-Dividends that are unclaimed for a period of seven years, are statutorily required to be transferred to Investor Education and Protection Fund Authority (IEPF Authority) administered by the Central Government. Further, pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, including amendments thereto (''IEPF Rules'') all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to IEPF Authority as notified by Ministry of Corporate Affairs. Those members who have so far not encashed their dividend warrants for the under mentioned Financial Years, may claim or approach the Company for the payment thereof as the same will be transferred to the Investors'' Education and Protection Fund (IEPF) of the Central Government, pursuant to Section 125 of the Companies Act, 2013. Members are requested to note that after such dates, they will lose their rights to claim such dividend from the Company. The shareholders whose dividend will be transferred to the IEPF Authority can claim the same from IEPF Authority by following the procedure as detailed on the website of IEPF Authority.
|
Financial Year |
Rate of Dividend |
Date of Declaration of Dividend |
Last date for claiming un-paid dividends by Investors |
|
2018-19 (Interim) |
100% |
27th November, 2018 |
31st December, 2025 |
|
2019-20 (Interim) |
100% |
23rd July, 2019 |
22nd August, 2026 |
|
2020-21 (Interim) |
100% |
09th November, 2020 |
14th December, 2027 |
|
2021-22 (Interim) |
100% |
09th August, 2021 |
13th September, 2028 |
|
2021-22 (Second Interim) |
100% |
01st March, 2022 |
04th April, 2029 |
|
2022-23 (Interim) |
100% |
25th July, 2022 |
25th August, 2029 |
|
2022-23 (Second Interim) |
100% |
03rd February, 2023 |
09th March, 2030 |
|
2023-24 (Interim) |
200% |
05th February, 2024 |
10th March, 2031 |
Members, are requested to make their claims without any delay to the Company''s Registrar and Transfer Agent, XL Softech Systems Limited at email id: xlfield@gmail.com by providing folio no. and other necessary details. Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Company www.saven.in, as also on the website of the Ministry of Corporate Affairs. The company sends reminders to the shareholders concerned to claim the unclaimed and unpaid dividends before they are transferred to the IEPF. The unclaimed dividend amount and shares transferred to IEPF can be claimed by the shareholders from IEPF website by filling Web Form IEPF-5 along with requisite documents as mentioned.
During the financial year 2023-24 there was no transfer of Unclaimed dividend amount and shares of the shareholders who have not claimed dividend for seven consecutive years or more transferred to IEPF. However, in respect of the shares which were transferred to IEPF in the financial years 2020-2021 and 2022-2023 and further dividends declared after such transfer of shares, the dividend amount of such shares were transferred to IEPF to IEPF''s bank account.
b) Unclaimed Return of Capital Amount - The Company pursuant to Reduction of Capital in the year 2018 had returned to shareholders as on Record date i.e., 20th March, 2018, an amount of Rs.9/-(Rupees Nine only) per equity share of Rs.10/- (Rupees Ten only) each held by them. The unclaimed amount as on 31st March, 2024 is Rs.11,58,147/-. The shareholders as on the said record date, who have not encashed the amount are requested to make their claims to the Company''s Registrar and Transfer Agent, XL Softech Systems Limited at email id: xlfield@gmail.com by providing folio no and other necessary details.
25. Compliance with Secretarial Standards
The Company has complied with the applicable mandatory Secretarial Standards.
26. Cost Records
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 of the Company.
27. Corporate Social Responsibility (CSR)
The provisions relating to Corporate Social Responsibility under the Companies Act, 2013 do not apply to the company
28. Prevention of Sexual Harassment Policy
The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Your Directors further state that during the year under review, no complaints were received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
29. Prevention of Insider Trading
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed the Company Secretary as Compliance Officer, who
is responsible for setting forth procedures and implementation of the code for trading in Company''s securities. During the year under review, there has been due compliance with the said code of conduct for prevention of insider trading.
30. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future
In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules, 2014, there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
31. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year-Not Applicable
32. 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 - Not Applicable
33. Application under Insolvency And Bankruptcy Code, 2016
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2023- 2024.
34. 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 Company has not made any such valuation during the Financial Year 2023- 2024.
35. Credit Rating of Securities-Not Applicable
36. Management Discussion & Analysis and Corporate Governance
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 Board''s Report.
The paid up equity share capital is below Rupees Ten Crore and Net Worth below Rupees Twenty Five crore, as on the last day of the previous financial year i.e., as per Audited Financials of 31st March, 2023 of the company. As per the provisions of Regulation 15(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply; therefore the Corporate Governance Report is not Annexed in the Annual Report.
The Company is complying with all the applicable provisions of Companies Act, 2013 read with rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other statutory regulations.
Pursuant to provisions of Schedule V (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the compliance with Related Party Disclosure is given in notes to financial statement, pursuant to provisions of Schedule V (F), Disclosures with respect to demat suspense account/ unclaimed suspense account, the company does not have any demat suspense account/ unclaimed suspense account. There are no disclosure to be made by the company regarding certain types of agreements binding the company pursuant to Schedule V (G) read with under clause 5A of paragraph A of Part A of Schedule III of SEBI(Listing Obligations and Disclosure Requirement) Regulations, 2015.
37. Acknowledgments
Your Directors thank the investors, bankers, clients and vendors for their continued support. Your Directors place on record their appreciation for the valuable contribution made by the employees at all levels.
For and on behalf of the Board
Place: Hyderabad R S Sampath
Date : May 23, 2024 Chairman
DIN:00063633
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report on the operations of Saven Technologies Limited together with the audited financial statements for the year ended March 31, 2016. The financial results of the Company are as follows:
1. Financial Results (In Lakhs)
|
2015-16 |
2014-15 |
|
|
Revenue from Operations |
864.94 |
784.78 |
|
Operating expenditure |
705.82 |
602.74 |
|
Earnings before interest, tax, depreciation and amortization (EBITDA) |
159.12 |
182.04 |
|
Other income |
121.04 |
633.74 |
|
Finance costs |
2.43 |
4.37 |
|
Depreciation and amortization expense |
32.88 |
40.05 |
|
Profit before tax (PBT) |
244.85 |
771.36 |
|
Tax expense |
82.83 |
139.37 |
|
Profit after tax (PAT) |
162.02 |
631.99 |
|
Balance brought forward from previous year |
174.47 |
292.10 |
|
Depreciation Reserve |
- |
(14.68) |
|
Amount available for appropriation |
336.49 |
909.41 |
|
Dividend |
||
|
⢠Interim |
217.57 |
76.15 |
|
⢠Final |
- |
108.79 |
|
Total Dividend |
217.57 |
184.94 |
|
Dividend Tax |
44.30 |
- |
|
Amount transferred to General Reserve |
- |
550.00 |
|
Balance carried to balance sheet |
860.95 |
960.80 |
2. State of Affairs of Company
The total revenue of the Company for the year ended March 31, 2016 was Rs. 985.98 lakhs as compared to Rs.1418.52 lakhs. Revenue from operations was Rs. 864.94 lakhs as compared to Rs.784.78 lakhs for the previous year. Other income of Rs. 121.04 lakhs (includes interest on deposits of Rs.83.09 lakhs and profit on sale of investments of Rs.25.40 lakhs) compared to Rs.633.74 lakhs (includes interest on deposits of Rs.137.96 lakhs, Dividend Income of Rs. 209.88 lakhs and Profit on Sale of Investments of Rs.285.99 lakhs) for the previous year. The profit before Tax for the year was Rs. 244.85 lakhs as compared to Rs. 771.36 lakhs for the previous year. The profit after Tax for the year was Rs. 162.02 lakhs as compared to Rs 631.99 lakhs recorded in the previous year.
3. Material Changes and Commitments if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There are no material changes and commitments affecting the financial position of the Company.
4. Transfer To Reserves
The company had at the beginning of the financial year an amount of Rs.550 lakhs in the General Reserve. During the financial year 2015-16 the company did not transfer any amount to Reserves.
5. Dividend
The Board of directors (the Board) at their meeting held on 10th November, 2015, declared an interim dividend of Rs.2.00 (20%) per equity share of Rs.10/- each for the year 2015-16 amounting to Rs.217.57 lakhs. No further dividend had been proposed for the year ended March 31, 2016.
6. Particulars of Loans, Guarantees Or Investments
The company has not given any loan or guarantee covered under the provisions of section 186 of the Companies Act, 2013 (Act). The details of the investments made by the company are given in the notes to the financial statements.
7. Internal Financial Control Systems and Their Adequacy
The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for proper maintenance of books of accounts and for financial reporting.
8. Related Party Transactions
All the transactions with related parties are at arm''s length and they fall outside the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Annexure-1 in Form AOC-2 and the same forms part of this report.
9. Fixed Deposits
Your Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
10. Change In The Nature Of Business, If Any
There is no material change in the nature of business affecting the financial position of the Company for the year ended March 31, 2016.
11. Joint Venture
Penrillian Limited, a joint venture of your Company in UK, is in the business of software development for wireless information devices to provide high end technical solutions to leading mobile Companies. Despite a recessionary trend in Europe, Penrillian achieved revenue of £ 1.01 million for the year ended 30thJune, 2015 as against £ 1.13 million for the previous year.
Information on Joint Venture pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 is given in Annexure-2 in Form AOC-1 and the same forms part of this report.
12. Subsidiary Company
The company does not have any subsidiary.
13. Directors and Key Managerial Personnel
The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee appointed the Directors and Key Managerial Personnel of the Company during the Financial Year 2015-16.
Mrs. R Renuka was appointed as Independent Director at the Annual General Meeting held on 17th August, 2015. Mr. Murty Gudipati, was re-appointed as Executive Director and CEO of the Company for a period from 14th August, 2015 to 31st March, 2018 at the Annual General Meeting held on 17th August, 2015.
Mr. Sridhar Chelikani retires as Director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
For the perusal of the shareholders, a brief resume of the Director being re-appointed along with necessary particulars are given in the explanatory statement to the notice.
Statement On The Declaration Given By The Independent Directors As Per Section 149(6)
The company has received necessary declaration from the independent directors under Section 149(7) of the Companies Act, 2013, that he /she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14. Policy On Directors'' Appointment And Remuneration And Other Details
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration pursuant to the provisions of Section 178 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 . The Salient features of the Policy are set out in the Corporate Governance Report.
15. Number of Meetings of the Board
Six meetings of the Board were held during the year. The details pertaining to board meetings are included in the Corporate Governance Report, which forms part of this report.
16. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations,2015, the Board carried out an annual performance evaluation of its own performance, the Directors as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders'' Relationship Committees. Independent Directors carried out a separate evaluation on the performance of Chairman and non Independent directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
17. Audit Committee
The details pertaining to composition of Audit committee are included in the Corporate Governance Report, which forms part of this report.
18. Auditors Statutory Auditors
At the Annual General Meeting (AGM) held on September, 22, 2014, M/s. Rambabu & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the company to hold office till conclusion of the AGM to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly, the appointment of M/s. Rambabu & Co., Chartered Accountants, Hyderabad as Statutory Auditors of the company is placed for ratification by the shareholders.
There were no qualifications, reservation or adverse remark in the Audit Report for the Financial Year ended 31st March, 2016.
Secretarial Audit
Mr. S Chidambaram, Company Secretary in Practice, Hyderabad, was appointed to undertake the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report is given in Annexure-3.
With regard to the observation made in the Secretarial Audit Report for the financial year 2015-16, about the delay in filing of the Annual Performance Report with RBI under FEMA, we would like to state that the delay was due to non availability of the requisite information within the prescribed time for filing the Report.
19. Directors'' Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, your Directors would like to 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 ended March 31, 2016 and the profit of the Company for that financial year;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the Annual Accounts on a going concern basis.
e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.
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.
20. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo Conservation of Energy:
The nature of the Company''s operations requires a low level of energy consumption.
Research and Development (R&D):
The Company continues to look at opportunities in the areas of research and development in its present range of activities.
Technology Absorption:
The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company has not imported any technology during the year.
Foreign Exchange Earnings and Outgo:
Foreign Exchange earned by the Company as on March 31, 2016 was Rs.757 lakhs and as on March 31, 2015 was Rs.1540 lakhs. The Foreign Exchange outgo for the Company as on March 31, 2016 was Rs.1.30 lakhs and as on March 31, 2015 was Rs.0.60 lakhs.
21. Particulars of Employees
(a)The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-4.
(b) Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review, none of the employees of the Company employed throughout the financial year, was in receipt of remuneration for the year which, in the aggregate, was not less than sixty lakh rupees; none of the employees of the Company employed for a part of the financial year, was in receipt of remuneration for any part of the year, at a rate which, in the aggregate, was not less than five lakh rupees per month; none of the employees of the Company employed throughout the financial year or part thereof, was in receipt of remuneration in the year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.
22. Extract Of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 are given in Annexure-5.
23. Risk Management
Pursuant to section 134 (3) (n) of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the company has formulated a policy on risk management. At present the company has not identified any element of risk which may threaten the existence of the company.
24. Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has established a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company http://www.saven.in/documents/results/2014-15/Whistle-blower-policy.pdf.
25. Corporate Social Responsibility (CSR)
The provisions relating to Corporate Social Responsibility under the Companies Act, 2013 do not apply to the
26. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
27. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future
In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules, 2014, there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
28. Management Discussion & Analysis And Corporate Governance
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 Board''s Report.
As per the requirements of the Listing Agreement with Stock Exchange and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance duly audited is annexed for information of the Members.
29. Acknowledgments
Your Directors thank the investors, bankers, clients and vendors for their continued support. Your Directors place on record their appreciation of the valuable contribution made by the employees at all levels.
For and on behalf of the Board
Place : Hyderabad Nrupender Rao
Date : July 08, 2016 Chairman
DIN:00089922
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 22nd Annual Report on
the operations of Saven Technologies Limited together with the audited
financial statements for the year ended March 31, 2015. The financial
results of the Company are as follows:
1. Financial Results
(In Lakhs)
2014-15 2013-14
Revenue from Operations 784.78 865.78
Operating expenditure 602.74 621.53
Earnings before interest, tax,
depreciation and amortization (EBITDA) 182.04 244.25
Other income 633.74 269.58
Finance costs 4.37 1.34
Depreciation and amortization expense 40.05 34.57
Profit before tax (PBT) 771.36 477.92
Tax expense 139.37 118.07
Profit for the year (PAT) 631.99 359.85
Balance brought forward from previous year 292.10 (67.75)
Depreciation Reserve (14.68) -
Amount available for appropriation 909.41 292.10
Appropriations
General Reserve 550.00 -
Interim dividends on equity shares (excluding tax) 76.15 -
Proposed dividend on equity shares (excluding tax) 108.79 -
Capital reserve 46.86 46.86
Share premium 189.47 189.47
Balance carried to balance sheet 960.80 528.43
2. BUSINESS PERFORMANCE
The total revenue of the Company for the year ended March 31, 2015 was
Rs.1418.52 lakhs (including Dividend income of Rs.209.88 lakhs and
Profit on sale of Investments of Rs. 285.89 lakhs as compared to
Rs.1135.36 lakhs (including Dividend income of Rs.172.47 lakhs) for the
previous year. The revenue from Software development and services of
the Company was at Rs. 751.19 lakhs as compared to Rs.834.19 lakhs for
the previous year. The profit before Tax recorded an increase of 61%,
from Rs.477.92 lakhs to Rs. 771.36 lakhs. The profit after Tax recorded
an increase of 76%, from Rs.359.85 lakhs to Rs.631.99 lakhs.
3. TRANSFER TO RESERVES
An amount of Rs.550.00 lakhs was transferred to General Reserve from
surplus in the profit and loss account for the year ended March 31,
2015.
4. DIVIDEND
The Board of Directors (the Board) at their meeting held on 4th August,
2014, declared an interim dividend of Rs. 0.70 (7%) per equity share of
Rs.10/- each for the year 2014-15 amounting to Rs.76.15 lakhs. The same
was paid/dispatched to the shareholders on 28th August, 2014.
The Board at its meeting held on 06th May, 2015, took into
consideration the profit during the year including the profit on
disinvestment of its holding in its subsidiary, Saven Technologies
Inc., USA, and recommended a final dividend of Rs.1.00 (10%) per equity
share of Rs.10/- each, as a special onetime dividend subject to the
approval of the shareholders at the ensuing Annual General Meeting for
the year 2014-15 amounting to Rs.108.79 lakhs. The total amount of
dividend including the interim and final dividend amounting to
Rs.184.94 lakhs, for the year ended 31st March 2015, would amount to
Rs.1.70 (17%) per equity share of Rs.10/- each.
5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loan or guarantee covered under the
provisions of section 186 of the Companies Act, 2013 (Act). The details
of the investments made by the company are given in the notes to the
financial statements.
6. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis, which forms part
of this report.
7. RELATED PARTY TRANSACTIONS
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Annexure - 1 in Form
AOC-2 and the same forms part of this report.
8. FIXED DEPOSITS
Your Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
9. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no material change in the nature of business affecting the
financial position of the Company for the year ended March 31, 2015.
10. JOINT VENTURE
Penrillian Limited, a joint venture of your Company in UK, is in the
business of software development for wireless information devices to
provide high end technical solutions to leading mobile Companies.
Amidst a recessionary trend in Europe, Penrillian achieved revenue of
£ 1.13 million for the year ended June 30, 2014 as against £ 1.80
million for the previous year and in its current financial year ending
30th June, 2015 it is expected to be sustained at the same level.
Information on Joint Venture pursuant to Section 129(3) of the Act read
with rule 5 of the Companies (Accounts) Rules, 2014 is given in
Annexure - 2 in Form AOC-1 and the same forms part of this report.
11. SUBSIDIARY COMPANY
Saven Technologies Inc., ceased to be the subsidiary of the Company
since during the Financial Year 2014-15 the Company had disinvested its
entire holdings in the subsidiary.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors had on the recommendation of the Nomination &
Remuneration Committee appointed the Directors and Key Managerial
Personnel of the Company during the Financial Year 2014-15.
Mr. Clive Menhinick stepped down from the Board of the Company on April
23, 2014. Mr. Vijay Chandra Puljal stepped down from the Board of the
Company on September 29, 2014. The Board places on record its
appreciation of the contribution and guidance provided by them during
their tenure as a Director.
Pursuant to the provisions of Section 149 of the Act which came into
effect from April 1, 2014, Mr. R S Sampath, Wg Cdr A.B. Bhushan, Mr. R
Ravi were appointed as Independent Directors at the Annual General
Meeting held on 22nd September, 2014. The terms and conditions of
appointment of independent directors are as per Schedule IV of the Act.
They have submitted a declaration that each of them meets the criteria
of independence as provided in Section 149(6) of the Act and there has
been no change in the circumstances which may affect their status as
independent director during the year.
Mr. Nrupender Rao retires as Director by rotation at the ensuing Annual
General Meeting and, being eligible, offers himself for re-appointment.
Mr. Murty Gudipati, was appointed as Executive Director and CEO of the
Company for a period of one year with effect from 14th August, 2014 at
the Annual General Meeting held on 22nd September, 2014. As the term of
Mr. Murty Gudipati is expiring on 13th August, 2015, the Board has
proposed for his re-appointment with effect from 14th August, 2015
subject to the approval of members in the ensuing Annual General Meeting
of the company. Mrs. R Renuka was appointed as an Additional Director
of the company with effect from 26th March, 2015 under section 161 of
the Companies Act 2013 (the Act).
The resolution seeking approval of the Members for the re-appointment
of Mr. Murty Gudipati has been incorporated in the notice of the
forthcoming Annual General Meeting of the Company. The Company has
received a notice under Section 160 of the Act along with the requisite
deposit proposing the appointment of Mrs. R Renuka.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1, 2014, Mr. Murty Gudipati, was appointed as CEO of
the Company for a period of one year with effect from 14th August,
2014, Mr. S. Mohan Rao was appointed as Chief Financial Officer with
effect from 4th August, 2014 and Ms. Jayanthi.P, was appointed as
Company Secretary with effect from 29th May, 2014 as key managerial
personnel of the Company.
For the perusal of the shareholders, a brief resume of the Directors
being appointed/ re-appointed along with necessary particulars is given
in the explanatory statement to the notice. The Board of Directors
recommend their appointment/ re-appointment.
13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the directors'
report.
14. NUMBER OF MEETINGS OF THE BOARD
Nine meetings of the Board were held during the year. For details of
the meetings of the Board, please refer to the corporate governance
report, which forms part of this report.
15. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board carried out an annual performance
evaluation of its own performance, the directors as well as the
evaluation of the working of its Audit, Nomination & Remuneration and
Stakeholders Relationship Committees. Independent Directors carried out
a separate evaluation on the performance of Chairman and non
independent directors. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
16. AUDIT COMMITTEE
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
17. AUDITORS STATUTORY AUDITORS
The Statutory Auditors, M/s. Rambabu & Co., Chartered Accountants,
Hyderabad are eligible for reappointment. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules
framed thereunder, for ratification of their reappointment as Auditors
of the Company.
There were no qualifications, reservation or adverse remark in the
Audit Report for the Financial Year ended 31st March, 2015.
SECRETARIAL AUDIT
Mr. S Chidambaram, Company Secretary in Practice, Hyderabad, was
appointed to undertake the Secretarial Audit of the Company for the
Financial Year 2014-15. The Secretarial Audit Report is given in
Annexure - 3.
With regard to the observation in the Secretarial Audit Report for the
Financial Year 2014-15, in respect of non filing of Annual Performance
Report and Annual Return for Joint Venture Company under FEMA, we would
like to state that the Company would be filing the same shortly.
18. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013, your Directors
would like to 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 ended March 31,2015 and
the profit of the Company for that financial year;
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors have prepared the Annual Accounts on a going concern
basis.
e. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating effectively.
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.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of Energy:
The nature of the Company's operations requires a low level of energy
consumption.
Research and Development (R&D):
The Company continues to look at opportunities in the areas of research
and development in its present range of activities.
Technology Absorption:
The Company continues to use the latest technologies for improving the
productivity and quality of its services and products. The Company has
not imported any technology during the year.
Foreign Exchange Earnings and Outgo:
During the year under review, your Company earned Foreign Exchange
aggregating to Rs. 1540 lakhs. The Foreign Exchange outgo during the
year was Rs. 0.60 lakhs.
20. PARTICULARS OF EMPLOYEES
a) The information required under section 197 of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in Annexure - 4.
b) Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, during the year under review,
none of the employees of the Company employed throughout the financial
year, was in receipt of remuneration for the year which, in the
aggregate, was not less than sixty lakh rupees, none of the employees
of the Company employed for a part of the financial year, was in
receipt of remuneration for any part of the year, at a rate which, in
the aggregate, was not less than five lakh rupees per month, none of
the employees of the Company employed throughout the financial year or
part thereof, was in receipt of remuneration in the year which, in the
aggregate, or as the case may be, at a rate which, in the aggregate, is
in excess of that drawn by the managing director or whole-time director
or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company
21. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 are given in Annexure - 5.
22. RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013 and Clause
49 of the listing agreement, the company has formulated a policy on
risk management. At present the company has not identified any element
of risk which may threaten the existence of the company.
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of
Companies (Meetings of Board and its Powers) Rules, 2014, the Company
has established a Whistle Blower Policy to deal with instance of fraud
and mismanagement, if any. The details of the Whistle Blower Policy are
explained in the Corporate Governance Report and also posted on the
website of the Company
http://www.saven.in/documents/results/2014-15/Whistle-
blower-policy.pdf.
24. CORPORATE SOCIAL RESPONSIBILITY
During the Financial year 2014-15 company was not required to spend on
CSR Activities, as the Net Profit after tax of the Company as on 31st
March, 2014 was Rs. 3.59 crores. Since the Company was not falling
under any of the category as specified under Section 135(1) of the
Companies Act, 2013 read with rules made thereunder, CSR Committee was
not constituted.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention of Sexual Harassment in
line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
26. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY'S OPERATIONS IN FUTURE
In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules,
2014, there are no significant material orders passed by the Regulators
/ Courts which would impact the going concern status of the Company and
its future operations.
27. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE
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 Directors' Report.
As per the requirements of the Listing Agreement with Stock Exchange, a
Report on Corporate Governance duly audited is annexed for information
of the Members.
28. ACKNOWLEDGMENTS
Your Directors thank the investors, bankers, clients and vendors for
their continued support. Your Directors place on record their
appreciation of the valuable contribution made by the employees at all
levels.
For and on behalf of the Board
Place : Hyderabad Nrupender Rao
Date : June 19, 2015 Chairman
DIN:00089922
Mar 31, 2014
The Members of
Omnitech infoSolutions Limited
The Directors have pleasure in presenting the 24th Annual Report
together with the audited accounts of the company for the year ended
31st March 2014.
I. FINANCIAL HIGHLIGHTS:
The Performance of the Company for the financial year ended March 31,
2014 is summarised below:
PARTICULARS 2013-14 2012-13
Income from Operations 19131.15 44938.80
Profit before Interest, Depreciation
and Tax (PBIDT) 11547.94
Interest including finance expenses 3103.50 2658.04
Depreciation 6244.34 5329.22
Profit before Tax (PBT) -13587.02 3560.68
Provision for Taxation including FBT
& Deferred Tax 1061.10 1691.02
Profit after Tax (PAT) : -14648.12 1869.66
Balance brought forward from previous
year 20813.07 19301.77
Transfer back of amount appropriated
for Dividend and Dividend 263.36 -
Tax
Amount Available for Appropriation 6428.31 21171.43
Appropriations:
Proposed Dividend - 225.03
Dividend Tax - 38.33
General Reserve - 95.00
Balance Carried Forward to Balance
Sheet 6428.31 19301.78
II. REVIEW OF PERFORMANCE
a. Operating Results:
During the Year, your Company achieved Income from Operations amounting
to Rs.19131.15 lacs as compared to Rs. 44938.90 lacs in the previous
year thereby recording an decrease of 57.42%. The Net Loss after tax
for the year was Rs. 14648.12 lacs as compared to a Net Profit after
tax of Rs. 1869.66 lacs in the previous year.
Last year has been very challenging for Your Company, due to economic
slowdown, global uncertainty, competition and rising interest costs and
also due to our subsidiaries in Europe and Asia facing the similar
challenges.
Your Company has been able to make an agreement with its lending banks
to restructure its borrowings through Corporate Debt Restructuring
Mechanism (CDR) in such a way, which is needed to restore the normalcy
in business and come out of this challenging phase. Your company hopes
to have the CDR implemented during the year 2014-15.
b. Financing Cost:
The Finance Cost has increased by Rs 445.45 lacs as compared to the
previous year, which is mainly due to raising of additional working
capital facility.
III. DIVIDEND
Your Board of Directors recommends no dividend for the year 2013-14.
IV. FIXED DEPOSITS
Your company accepted deposits from the public during the year.
V. SUBSIDIARY COMPANIES
The Company has the following 4 subsidiaries as on 31st March, 2014.
- Omnitech Technologies Inc. USA
- Europe Omnitech Technology Services B.V., Netherlands
- Omnitech Services Pte. Ltd., Singapore
- Omnitech (Singapore) Holding Pte Ltd, Singapore
The Company has the following 4 step down subsidiaries as on 31st
March, 2014.
1. Avensus Nederland B.V
2. Omnitech (UK) Technologies Ltd
3. Omnitech Services Limited, Hongkong
4. Omnitech Services Japan Co. Ltd.
5. Omnitech Australia Pty Ltd.
As required under the provisions of Section 212 of the Companies Act,
1956, a statement showing the holding company''s interest in the
subsidiary companies forms part of the Annual Report.
VI. CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in presenting Consolidated Financial
Statements which form part of the Annual Report. However, since there
has not been any operation in Omnitech (Singapore) Holding Pte Ltd,
Singapore, Omnitech (UK) Technologies Ltd. During the Financial Year
2013-14, its accounts have not been considered for consolidation.
VII. QUALITY
Your company recognizes quality as an important differentiator in
industry. Therefore, it has well defined stringent quality standards
with customer focus and management commitment and involvement across
hierarchies. Your company has been certified for ISO 9001:2008 ISO
20000:2005, ISO 27001:2005 and BS 25999:2007. These certifications
reflect that your Company has well defined Quality processes and
procedures in place, which lead to total customer satisfaction as
regards Quality Management.
Quality Policy: "To achieve business leadership in IT solutions and
services through customer loyalty, satisfaction & trust, integrating
innovative technology, quality processes, secured information,
resilient infrastructure &. trained manpower supported by effective
customer relationship & efficient services."
VIII. HUMAN RESOURCES
Your company employed a total of 151 employees as on 31st March, 2014.
Due to scaling down of business as enumerated under Review of
Performance, the manpower has drastically gone down as compared to last
year. However, your Company will continue to strive hard to scale up
the business, thereby hiring and nurturing the professionals.
While the work culture emphasizes leadership through teamwork, your
Company stresses individual growth through innovation as your Company
believes that progress is a dynamic process that continually throws up
challenges demanding innovative solutions from creative thinkers.
Your Company''s personnel policies are hence aimed at nurturing the
professional growth of employees by providing a stimulating work
environment, a variety of challenges, and a host of material rewards.
IX. CORPORATE GOVERNANCE
A report on Corporate Governance along with Auditors'' certificate on
compliance with the conditions of Corporate Governance as stipulated in
clause 49 of the listing agreement, is provided elsewhere in the Annual
report.
X. CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that society is one of its important stakeholders
and approaches its social responsibility as a corporate citizen.
Reaffirming its role as a contributing member of the social and
economic milieu it occupies, the Company aligns its business operations
with social values. As a responsible corporate citizen, the Company is
committed to extend its hand to the under privileged in areas of
education, healthcare, etc.
XI DIRECTORS
In terms of the Articles of Association of your Company and relevant
provisions of the Companies Act, 2013 and rules made thereunder, Mr.
Devarshi D. Buch retire at the forthcoming Annual General Meeting and
being eligible, offer themselves for re-appointment. Further, pursuant
to the provisions of Section 149,150,152 read with Schedule IV of the
Companies Act, 2013 and clause 49 of listing agreement, Mr. Vasudeva V.
Kamath, Dr. Ram K. Mangal and Dr. Kalimohan Bhattacharya are proposed
to be appointed as Non-executive Independent Directors, not liable to
retire by rotation at the ensuing Annual General Meeting.
Brief Resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas, the names of the
Companies in which they hold Directorships & memberships/chairmanships
of Board Committees and their shareholdings in the Company, as
stipulated under Clause 49 of the Listing Agreements with the Stock
Exchanges in India, are provided in the Notice of Annual General
Meeting.
XII. AUDITORS'' REPORT
The observations made in the Auditors'' report are self-explanatory and
therefore do not call for any further comments under Section 217(3) of
the Companies Act, 1956.
Your Directors request you to appoint Auditors for the Financial Year
2014-15. In this regard, attention of the Members is invited to Item 3
of the accompanying Notice convening forthcoming Annual General
Meeting.
XIII. STATUTORY INFORMATION
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
section 217(l)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of continued Particulars in the Report of Board of
Directors) Rules, 1988, are set out in the Annexure ''A* included in
this report.
As required by the provisions of Section 217 (2A) of the Companies Act,
1956 as amended, read with the Companies (Particulars of Employees)
Rules, 1975, the names and other particulars of the employees are set
out in the Annexure ''B'' to this Report
As required by SEBI (ESOP & ESOS) Guidelines, 1999, the relevant
disclosure is set out in the Annexure ''C to this report.
XIV. DIRECTORS'' RESPONSIBILITY STATEMENT
Based on representations from the Management, the Directors state, in
pursuance of Section 217 (2AA) of the Companies Act, 1956, that:
i) the Company has, in the preparation of the annual accounts for the
year ended 31st March 2014, followed the applicable accounting
standards along with proper explanations relating to material
departures, if any;
ii) 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 as at 31st March 2014 and of the profit of the Company
for the financial year ended 31st March 2014;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
iv) the Directors have prepared the annual accounts on a going concern
basis.
XV. ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank all the Shareholders,
Customers, Vendors, Bankers, and Regulatory & Government Authorities
for the strong support that they have continued to extend to your
Company.
The Board also takes this opportunity to place on record its
appreciation of the outstanding performance and dedication of your
Company''s employees at all levels, without whose commitment the
achievement of results as indicated above could not have been possible.
By Order of the Board of Directors
Omnitech InfoSolutions Limited
Sd/- Sd/-
(Atul Hemani) (Avinash Pitale)
Managing Director 8t CEO Jt.Managing Director
Place: Mumbai
Date : 28th May, 2014
Mar 31, 2012
The Directors have pleasure in presenting their 19th Annual Report on
the operations of the Company together with the audited financial
statements for the year ended March 31, 2012. The financial highlights
of the Company are as follow:
Financial Results
(In Lakhs)
Particulars Consolidated Standalone
2011-12 2010-11 2011-12 2010-11
Revenue from operations 6475.92 5126.89 720.78 365.82
Operating Profit (PBIDT) 409.87 90.12 196.49 62.27
Depreciation and amortization 43.73 30.76 27.20 22.91
Income Tax 81.52 28.72 - -
Exceptional items 61.38 -- 61.38 --
Minority Interest 44.24 (7.18) --
Profit after Tax (PAT) 290.88 27.53 230.19 38.75
Basic Earnings per share 2.67 0.25 2.12 0.36
Company's Performance
The consolidated income of your Company and its subsidiary, Saven
Technologies Inc., was Rs 64.76 crores as compared to Rs 51.27 crores
for the previous year, an increase of 26.3%. The consolidated profit
before tax was Rs 355.26 lakhs as against Rs49.06 lakhs for the
previous year. After adjustment of Income Tax, Exceptional items and
minority interest, the net consolidated profit was Rs. 290.88 lakhs as
against Rs 27.53 lakhs for the previous year.
The total revenue of the Company for the year ended March 31, 2012 was
Rs 720.78 lakhs compared to Rs.365.82 lakhs for the previous year.
Software development and services by the offshore development center of
the Company recorded a substantial increase of 90% from Rs.349.09 lakhs
to Rs.662.41 lakhs despite a sluggish growth in the US economy. In
dollar terms the increase of the overseas billing was $ 1.34 million,
an increase of 71% over that of the previous year. The profit before
Tax and exceptional item recorded an increase of 335%, from Rs.38.75
lakhs to Rs. 168.81 lakhs, due to much improved performance and
favorable foreign exchange variance.
Subsidiary Company:
Saven Technologies Incorporated - US
Despite a sluggish growth of the US economy, the subsidiary [Saven US]
could achieve a total income of USD 13.61 Million [Rs. 64.03 crores] as
against USD 11.52 Million [Rs. 51.01 crores] for the previous year, an
increase of 18% in terms of dollar revenue. Even after investing a
substantial amount towards visa charges for recruiting additional
manpower, the Company could achieve an operating income of $ 383 K
(Rs.179.47 lakhs) as compared to $ 21 K (Rs.9.47 lakhs) for the
previous year. The Net Profit after income tax was $ 229 K (Rs.106.77
lakhs) as against loss of $ 53 K (Rs.23.27 lakhs) for the previous
year.
Saven US, despite challenging environment, has been successful in
increasing the number of consultants and are planning to further
increase the strength. Saven US is also strengthening its marketing set
up for development of Software Services for onshore and offshore.
Joint Venture
Penrillian Limited, a joint venture of your Company in UK, is in the
business of software development for wireless information devices to
provide high end technical solutions to leading mobile Companies.
Despite a recessionary trend in UK, Penrillian performed well and
achieved revenue of ã 1.4 million for the year ended June 30, 2012 as
against ã 1.00 million for the previous year and is optimistic of
further improvement in the performance during the current year.
Consolidated Financial Statements
In conformity with Clause 32 of the Listing Agreement with the Stock
Exchange and as required by Accounting Standard 21 issued by The
Institute of Chartered Accountants of India (ICAI), the Consolidated
Financial Statements of your Company and its Subsidiary are published
in the Annual Report in addition to their individual financial
statements.
Dividend
In the absence of distributable profits, your Directors are not
recommending any dividend for the year under review. Fixed Deposits
Your Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
Management Discussion & Analysis and Corporate Governance
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 Directors' Report. As per the requirements of the Listing
Agreement with Stock Exchanges, a Report on Corporate Governance duly
audited is annexed for information of the Members.
Directors
Mr. Vijay Chandra Puljal was appointed as an Additional Director of the
Company with effect from July 14, 2012 and would hold office upto the
conclusion of the ensuing Annual General Meeting. It is proposed to
appoint Mr.Vijay Chandra Puljal as a Director of the Company.
Pursuant to Article 125 of the Articles of Association of your Company,
read with Section 256 of the Companies Act, 1956, Mr. Clive Menhinick
and Wg. Cdr. (Retd.) A.B. Bhushan retire by rotation at the ensuing
Annual General Meeting and, being eligible, offer themselves for
re-appointment.
For perusal of the shareholders, a brief resume of the Directors being
appointed / re-appointed along with other necessary particulars are
given in the Explanatory Statement to the Notice. The Board of
Directors commend their appointment / re-appointment.
Auditors
The Statutory Auditors, Rambabu & Co., Chartered Accountants, retire at
the ensuing Annual General Meeting and have confirmed their eligibility
and willingness to accept the office, if re-appointed.
Directors' Responsibility Statement
In terms of Section 217(2AA) of the Companies Act 1956, your Directors
would like to state that:
i. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
ii. 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 ended March 31, 2012
and the profit of the Company for that financial year;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. The Directors have prepared the Annual Accounts on a going concern
basis.
Disclosure as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988
In terms of Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules,1988 your Directors furnish the required details
below:
Conservation of Energy:
The nature of the Company's operations requires a very low level of
energy consumption.
Research and Development (R&D):
The Company continues to look at opportunities in the areas of research
and development in its present range of activities.
Technology Absorption:
The Company has not imported any technology during the year.
Foreign Exchange Earnings and Outgo:
During the year under review, your Company earned Foreign Exchange
aggregating to Rs. 6.66 crores. The Foreign Exchange outgo during the
year was Rs. Nil.
Particulars of Employees:
During the year under review, none of the employees of the Company have
drawn remuneration as specified under Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended.
Acknowledgments:
Your Directors thank the investors, bankers, clients and vendors for
their continued support. Your Directors place on record their
appreciation of the valuable contribution made by the employees at all
levels.
For and on behalf of the Board
Place : Hyderabad Nrupender Rao
Date : August 8, 2012 Chairman
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting their 18th Annual Report on
the operations of your Company for the year ended March 31, 2011.
Financial Results
The total revenue of the Company for the year ended March 31, 2011 was
Rs. 36.58 Million compared to Rs. 25.74 Million for the previous year.
Software development and services by the offshore development center of
the Company recorded an increase of 43% from Rs. 24.46 Million to Rs.
34.90 Million despite a sluggish growth in the US economy. The net
profit for the year was Rs. 3.87 Million as against Rs. 2.54 Million
for the previous year.
The consolidated income of your Company and its subsidiary, Saven
Technologies Inc., was Rs. 512.69 Million as compared to Rs. 504.10
Million for the previous year. The consolidated profit before tax was
Rs. 4.90 Million as against a loss of Rs. 6.35 Million for the previous
year. However, the net consolidated profit was Rs. 2.03 Million as
against loss of Rs. 6.57 Million for the previous year. After
adjustment of minority interest, the net consolidated profit was Rs.
2.75 Million as against loss of Rs. 3.20 Million for the previous year.
Business Overview:
Your Company is developing applications predominantly for the financial
services sector and had gained experience in developing real time
execution and trading systems for World Trade Exchanges. The Company is
building market data portals for the financial institutions and
brokerage firms in US and across the globe. The Company has started
building Advanced Product Quality Planning tools for a leading US
manufacturing company. Your Company has also commenced an additional
business focus in the area of ERP Solutions and is in the final stage
of signing Channel Partnership Agreements with enterprise solution
software development vendors.
Your Company has plans to increase the number of consultants/developers
and has already taken additional space for its expansion plans. Saven
is reasonably optimistic of withstanding the adverse effect of the
present economic uncertainty. Subsidiary Company: Saven Technologies
Incorporated - US Despite a sluggish growth of the US economy, the
subsidiary [Saven US] could achieve a total income of USD 11.52 Million
[Rs 510.16 Million] as against USD 10.53 Million [Rs. 500.00 Million]
for the previous year, an increase of 9.5% in terms of dollar revenue.
Despite the adverse effect of the global slowdown, Saven US was able to
sustain its operation and could contain the cost of increase in the
visa charges and higher salaries by increasing the billing rates. As a
result, with a marginal increase in the revenue, Saven US could achieve
a net operating income of USD 21 thousand [Rs 0.95 Million] as against
operating loss of USD 236 thousand [Rs.11.15 Million] for the previous
year. With the consulting market improving, Saven US has plans to
increase the number of consultants by 20%. Having established its
presence in the US market, Saven US has already started signing as a
direct vendor for new US clients and has added additional clients
during the current financial year. With more opportunities emanating
from the manufacturing sector, your subsidiary is optimistic of
improved performance during the year.
Joint Venture
Penrillian Limited, a joint venture of your Company in UK, is in the
business of software development for wireless information devices to
provide high end technical solutions to leading mobile Companies. Your
Joint Venture was able to sustain its operations despite unprecedented
contraction in the global economic growth particularly in the European
countries including UK. While the total revenue of the Joint Venture
would be around GBP One Million for the year ended June 30, 2011, it is
optimistic of improved performance during the current year.
Consolidated Financial Statements
In conformity with Clause 32 of the Listing Agreement with the Stock
Exchange and as required by Accounting Standard 21 issued by The
Institute of Chartered Accountants of India (ICAI), the Consolidated
Financial Statements of your Company and its Subsidiary are published
in the Annual Report in addition to their individual financial
statements.
Dividend
In the absence of distributable profits, your Directors are not
recommending any dividend for the year under review.
Fixed Deposits
Your Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
Management Discussion & Analysis and Corporate Governance
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 Directors' Report. As per the requirements of the Listing
Agreement with Stock Exchanges, a Report on Corporate Governance duly
audited is annexed for information of the Members.
Directors
Mr. Nrupender Rao was appointed as an Additional Director and Chairman
of the Board of Directors of the Company with effect from December 22,
2010 and would hold office upto the conclusion of the ensuing Annual
General Meeting. It is proposed to appoint Mr. Nrupender Rao as a
Director of the Company. Mr. Simon Mathews has resigned as the
Director of the Company with effect from April 26, 2011. The Board of
Directors place on record their appreciation of the valuable services
rendered by Mr. Simon Mathews during his tenure as Director and
Chairman of the Board.
Pursuant to Article 125 of the Articles of Association of your Company,
read with Section 256 of the Companies Act, 1956, Mr. Sridhar Chelikani
and Mr. R S Sampath retire by rotation at the ensuing Annual General
Meeting and, being eligible, offer themselves for re-appointment.
For perusal of the shareholders, a brief resume of the Directors being
appointed / re-appointed along with other necessary particulars are
given in the Explanatory Statement to the Notice. The Board of
Directors commend their appointment / re-appointment.
Auditors
The Auditors, Rambabu & Co., Chartered Accountants, retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to accept the office, if re-appointed.
Directors' Responsibility Statement
In terms of Section 217(2AA) of the Companies Act 1956, your Directors
would like to state that:
In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures; 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
ended March 31, 2011 and the profit of the Company for that financial
year
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
The Directors have prepared the Annual Accounts on a going concern
basis;
Disclosure as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988
In terms of Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 your Directors furnish the required details
below:
Conservation of Energy:
The nature of the Company's operations requires a very low level of
energy consumption. Research and Development (R&D): The Company
continues to look at opportunities in the areas of research and
development in its present range of activities.
Technology Absorption:
The Company has not imported any technology during the year. Foreign
Exchange Earnings and Outgo: During the year under review, your Company
earned Foreign Exchange aggregating to Rs. 33.36 Million. The Foreign
Exchange outgo during the year was Rs. 0.37 Million.
Particulars of Employees
During the year under review, none of the employees of the Company have
drawn remuneration as specified under Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended.
Acknowledgments
Your Directors thank the investors, bankers, clients and vendors for
their continued support. Your Directors place on record their
appreciation of the valuable contribution made by the employees at all
levels.
For and on behalf of the Board
Nrupender Rao
Chairman
Place : Hyderabad
Date : August 11, 2011
Mar 31, 2010
The Directors have pleasure in presenting their 17th Annual Report on
the business and operations of your Company for the year ended March
31, 2010.
Financial Results
The Financial year 2009-10 was a very challenging year for the
industry, particularly to a small sized Companies. A weak demand and
pricing environment made it difficult for IT Companies to sustain
growth and margins.
The total Revenue of the Company for the financial year ended March 31,
2010 was Rs.25.74 Million as against Rs.38.81 Million for the previous
year. The Company had discontinued the operations of Technology
Consultancy Services from January, 2009; hence the shortfall in the
revenue as compared to that of the previous year. Software development
and services had recorded an increase of 18% to Rs.24.46 Million,
despite an unprecedented economic slowdown in the US. The Profit for
the year was Rs.2.54 Million as compared to Rs. 3.09 Million for the
previous year.
The consolidated income of your Company and its Subsidiary, Saven
Technologies Inc. was Rs.504.10 Million as compared to Rs.594.78
Million for the previous year. Even though the recessionary trend in
the US turned positive from the 3rd Quarter, the growth was very
sluggish. As a result the consolidated loss for the year was Rs.6.57
Million as compared to Rs. 19.94 Million for the previous year. After
adjustment of minority interest the net consolidated loss was Rs.3.20
Million as against Rs.10.29 Million.
Business Overview:
Your Company is developing applications predominantly for the financial
sectors and had gained a reasonable insights into developing real time
execution & trading systems for World Trading Exchanges such as NYSE,
NASDAQ, BATS etc. The Company foresees a good demand in this area of
low-latency, high frequency trading systems known as Algorithmic
Trading Systems and hence continue to focus developing systems in these
areas. Your Company has also commenced night shift operations to
collect ETF & MF data from US and Exchanges elsewhere for a key client;
significant growth in this area is seen as we have started
expanding ETF & MF Universe and develop analytics on top of the
collected raw data. The challenge for the Company is to enhance the
investment to grow the business given the uncertainty in the global
environment. The Company is hiring aggressively campus recruits for
training them on various technologies and stock market data domain. The
Company is also investing in R & D on Android application development
in mobile space. While the concerns about economic recovery continue to
weigh on investors, the Company has plans to get CMMI level 2
Certificate to improve the market reach. Saven being relatively
small-sized entity, it is seeking a modest share of the business and
the Company is reasonably optimistic of withstanding the adverse effect
of the slowdown.
Subsidiary Companies:
Saven Technologies, Incorporated - US
With US struggling with recessionary trends, your subsidiary could
achieve a revenue of $ 10.53 Million (Rs.500.00 Million) as against $
13.14 Million (Rs.592.22 Million) a reduction of 20% in terms of dollar
revenue. However, the Subsidiarys Net loss was contained at $ 0.21
Million (Rs.1 Million) as against $ 0.36 Million (Rs.1.63 Million) for
the previous year. Savens on-site consultants use proven methods and
tools to rapidly implement and customize enterprise applications to fit
clients business processes; cost effectively enhance and upgrade their
systems to keep pace with application changes and enhancements. Despite
the uncertainty, the consulting market had improved during the current
financial year. A number of business opportunities are opening in the
financial sector where the exposure is predominant. The key factor is
to identify and hire the right talent. It is proposed to increase
rapidly the strength of billable staff to capture the emerging markets,
despite time consuming process and costs involved in the immigration.
Saven Technologies (UK) Limited
Pursuant to application filed by the Company, Reserve Bank of India has
noted dissolution of Saven Technologies (UK) Limited, Companys wholly
owned Subsidiary in UK.
The Annual Report of Saven Technologies Inc., the US Subsidiary is
annexed to this Report as required under Section 212 of the Companies
Act, 1956.
Joint Venture
Penrillian Limited, a joint venture of your Company in UK, is in the
business of software development for wireless information devices to
provide high end technical solutions to leading mobile Companies. Your
Joint Venture was not only able to sustain its operations but also
excel in its performance despite unprecedented contraction in the
global economic growth particularly in the European countries including
UK. The total revenue of the Joint Venture would be around ã 1.3
Million, an increase of about 30% compared to that of the previous
year.
Consolidated Financial Statements
In conformity with Clause 32 of the Listing Agreement with the Stock
Exchange and as required by Accounting Standard 21 issued by The
Institute of Chartered Accountants of India (ICAI), the Consolidated
Financial Statements of your Company and its Subsidiaries are published
in the Annual Report in addition to their individual financial
statements.
Dividend
In the absence of distributable profits, your Directors regret their
inability to recommend any dividend for the year under review.
Fixed Deposits
Your Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
Management Discussion & Analysis and Corporate Governance
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 Directors Report.
As per the requirements of the Listing Agreement with Stock Exchanges,
a Report on Corporate Governance duly audited is annexed for
information of the Members.
Directors
Mr. T.N.J. Raman, Director expired on May 19, 2010. Mr.T.N.J.Raman had
been on the Board of the Company since February, 1996, i.e. almost
since the inception of the Company and with his vast experience and
knowledge had been of immense value to the Company.
The Board placed on record the valuable contribution made by Mr. T.N.J.
Raman during his tenure as a Director of the Company.
Wg. Cdr. (Retd.) A.B. Bhushan was appointed as an Additional Director
of the Company with effect from August 13, 2010 and would hold office
upto the conclusion of the ensuing Annual General Meeting. It is
proposed to appoint Wg. Cdr. (Retd.) A.B. Bhushan as a Director of the
Company.
Mr. Murty Gudipati was at the Annual General Meeting of the Company
held on September 24, 2009 appointed as the Executive Director of the
Company for a period of two years with effect from March 13, 2009 and
the remuneration payable to him was also approved at the aforesaid
Annual General Meeting. Mr. Murty Gudipati has immensely contributed to
the progress and development of the Company when global economic
scenario was on the decline. Having regard to the contribution made by
him and the remuneration presently paid to comparable Directors in
other Companies, it is considered desirable to amend the terms of his
appointment including the remuneration. The Resolution for amending the
terms of his appointment and remuneration has been included in the
Notice for the ensuing Annual General Meeting.
Pursuant to Article 125 of the Articles of Association of your Company,
read with Section 256 of the Companies Act, 1956, Mr. Simon Mathews and
Mr. Clive Menhinick retire by rotation at the ensuing Annual General
Meeting and, being eligible, offer themselves for re-appointment.
For perusal of the shareholders, a brief resume of the Directors being
appointed / re-appointed along with other necessary particulars are
given in the Explanatory Statement to the Notice. The Board of
Directors commend their appointment / re-appointment.
Auditors
The Auditors, Rambabu & Co., Chartered Accountants, retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to accept the office, if re-appointed.
Directors Responsibility Statement
In terms of Section 217(2AA) of the Companies Act 1956, your Directors
would like to state that :
In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
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 ended March 31, 2010 and
the profit of the Company for that financial year;
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
The Directors have prepared the Annual Accounts on a going concern
basis.
Disclosure as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988
In terms of Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 your Directors furnish the required details
below:
Conservation of Energy:
The nature of the Companys operations require a very low level of
energy consumption.
Research and Development (R&D):
The Company continues to look at opportunities in the areas of research
and development in its present range of activities.
Technology Absorption:
The Company has not imported any technology during the year.
Foreign Exchange Earnings and Outgo:
During the year under review, your Company earned foreign exchange
aggregating to Rs. 26.40 Million. The Foreign Exchange outgo during the
year was NIL.
Particulars of Employees
During the year under review, none of the employees of the Company have
drawn remuneration as specified under Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended.
Acknowledgments
Your Directors thank the investors, bankers, clients and vendors for
their continued support. Your Directors place on record their
appreciation of the valuable contribution made by the employees at all
levels.
For and on behalf of the Board
Place : Hyderabad Simon Mathews
Date : August 13, 2010 Chairman
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