Mar 31, 2025
Your Directors have pleasure in presenting the 13th Annual Report together with the Financial Statement
for the financial year from 1st April, 2024 to 31st March, 2025 along with the Report of Directors
including annexures thereto and Report of Auditor''s thereon.
The Companyâs financial performance for the financial year ended as on 31st March 2025 is summarized
below:
Amount (In âLacsâ except EPS)
|
Particulars |
31st March, 2025 |
31st March, 2024 |
|
Income from Operations (Including other Income) |
10035.33 |
7238.15 |
|
Depreciation |
160.44 |
83.18 |
|
Finance Costs |
178.19 |
279.74 |
|
Total Expenses |
9085.49 |
6712.83 |
|
Provision for Tax |
262.71 |
- |
|
Profit after Tax |
743.75 |
373.66 |
|
Balance carried to Balance Sheet |
- |
- |
|
Earnings per share |
6.33 |
4.08 |
During the financial year ending on 31st March, 2025, the Company recorded a total revenue of Rs.
1,00,35,33,000 /- (Previous financial year Rs. 72,37,74,035.73/-) and recorded net profit after taxes of
Rs. 7,43,75,000/- (after considering an amount of Rs.1,60,44,000 towards depreciation in accordance
with provisions of Schedule II of the Companies Act, 2013) (Previous Year Net profit Rs 3,73,66,000/¬
).
The financial statements for the year ended 31st March, 2025 forms part of this Directors Report of the
Company.
The Directors of your Company are of the view that as the Company is undergoing a period of growth,
and we require additional capital to further strengthen our operations and elevate the standard of
services we provide and hence, the Board of Directors has decided to forego any dividend payments for
the current financial year. Instead, they have chosen to allocate the profits towards an expansion plan
that will ensure long-term growth and success for the company.
Throughout the review period, your Company has maintained its focus on business of providing
information and communication technology solutions to its customers across various industries. The
Company''s operations and practices have remained consistent without any alterations during this
period.
The Company experienced a strong year during FY 2024-25 in the IT staffing/Consulting industry,
achieving impressive business growth and strengthening its presence in key markets. With a clear focus
on delivering quality services, the Company successfully expanded its client base while maintaining
long-standing relationships built on trust and reliability.
Tech!
The Directors have established an efficient and forward-looking management system that has
contributed to the overall development of the Company, its employees, and other
stakeholders. With consistent efforts and strategic initiatives, the Board has been able to drive
sustainable growth and ensure the Company remains competitive
Significantly, the Company has expanded its operations in the GCC region, positioning itself
as a trusted partner in a rapidly growing market. The Board remains committed to
implementing strategies that align with the Companyâs long-term vision, ensuring continued
progress and achievement of its objectives.
Your Company has gone through major events this year the details of which are mentioned below:
1. Listing of Company on NSE Emerge platform
Our Company planned to raise funds through an Initial Public Offer (IPO) as part of its
growth strategy. The IPO was successfully completed with strong investor participation and
positive market response.
As a result, the Company was proudly listed on the NSE Emerge exchange on 2nd August
2024. This listing marks an important milestone in our journey, giving us greater visibility,
access to capital, and the ability to drive future growth while creating value for our
shareholders.
|
Stock Exchange |
The National Stock Exchange of India |
|
Platform |
SME Platform |
|
Symbol |
SATECH |
|
ISIN |
INE0BSN01013 |
As on March 31, 2025, your Company continues to operate as a subsidiary of S A
Technologies Inc., USA, which serves as its holding company. Being part of the S A
Technologies group provides the Company with a strong strategic and financial foundation,
enabling access to global resources, advanced technological expertise, and a well-established
network of clients across various geographies.
Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31st March 2025
10. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR
During the year under review, the Company did not have any subsidiary, joint venture, or
associate company, nor did any company become or cease to be a subsidiary, joint venture,
or associate company of the Company.
Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31st March 2025
The profit component after tax is retained in Profit and Loss Account and carried forward to the
Balance Sheet for the financial year 2024-25.
13. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT
As per the provisions of clause (l) of sub-section 3 of Section 134 of the Companies Act, 2013,
no changes have occurred between the end of the financial year, i.e., from 31st March 2025 and
till the date of this report, which has or may be affecting the financial position of the Company.
Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31st March 2025
During the year under review, the Company did not have any subsidiary, joint venture, or associate
company, nor did any company become or cease to be a subsidiary, joint venture, or associate
company of the Company.
Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31st March 2025
The profit component after tax is retained in Profit and Loss Account and carried forward to the
Balance Sheet for the financial year 2024-25.
18. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT
As per the provisions of clause (l) of sub-section 3 of Section 134 of the Companies Act, 2013, no
changes have occurred between the end of the financial year, i.e., from 31st March 2025 and till the
date of this report, which has or may be affecting the financial position of the Company.
The Board of the Company comprises an optimum combination of executive and non-executive
directors, including Independent Directors. During the year under review, there has been no change
in the composition of the Board. Following are the particulars of appointments and resignations of
the Directors of your Company during the Financial Year 2024 - 2025:
The following are details of appointment and resignation of Directors during the financial year:
Based upon the declarations received from the Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the
Listing Regulations and that they are independent of the management.
|
Name |
Designation |
Appointment or Resignation |
Date |
|
Shyam Sharma |
Director |
Appointment |
01/10/2024 |
|
Ritesh Sharma |
Director |
Resignation |
30/09/2024 |
Based upon the declarations received from the Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of
the Listing Regulations and that they are independent of the management.
|
Name of the Director |
Category and Designation |
Effective date of Appointment |
|
Ms Priyanka Manojkumar Joshi |
Director |
01st November 2021 |
|
Mr. Shyam Sharma |
Additional Director |
1st October, 2024 |
|
Mr. Kaustubh Karwe |
Independent Director |
9th November 2023 |
|
Mrs. Sarika Sharma |
Independent Director |
1st October, 2023 |
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3rd of the
Directors are liable to retire by rotation and if eligible offer themselves re-appointment. In the ensuing
Annual General Meeting, Ms. Priyanka Manojkumar Joshi (DIN: 09302795) Director of the Company
is liable to retire by rotation and being eligible offers herself for re-appointment.
In pursuance to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules
and other applicable provisions of the Companies Act, 2013, the designated Managerial Personnel and
Key Managerial Personnel (KMP) of the Company as on 31st March, 2025 are as follows:
|
Name of the MP/ KMP |
Designation |
Effective date of |
|
Mr. Manoj Narottam Joshi |
Chief Executive Officer |
1st December 2023 |
|
Mrs. Bhavin Dinesh Goda |
Chief Financial Officer |
6th December 2023 |
|
Ms. Arnika Choudhary |
Company Secretary & Compliance Officer |
9th November 2023 |
13 (Thirteen) meetings of the Board of Directors of the Company were held during the financial
year 2024-25 on following dates:
14 May 2024 | 30 May 2024 | 17 June 2024 | 05 July 2024 | 19 July 2024 | 20 July 2024 | 30 July
2024 | 31 July 2024 | 01 August 2024 | 28 September 2024 | 11 November 2024 | 21 January 2024
| 05 February 2025
The intervening gap between two board meetings was within the period prescribed under the
Companies Act, 2013 and as per Secretarial Standard-1.
The Directors Attendance in meetings of the Board were as follows:
|
Sr. No. |
Name of Director |
No. of Board meeting |
|
|
Eligible to Attend |
Attended |
||
|
1. |
Priyanka Manojkumar Joshi |
13 |
11 |
|
2. |
Shyam Behari Sharma |
3 |
3 |
|
3. |
Kaustubh Karwe |
13 |
13 |
|
4. |
Sarika Sharma |
13 |
12 |
|
5 |
Ritesh Sharma |
10 |
10 |
During the year under review, your Company had conducted its 12th Annual General Meeting on
20th July 2024 in Virtual mode as per the guidelines issued by the Ministry of Corporate Affairs and
Securities Exchange Board of India, respectively.
The Committees of the Board focus on certain specific areas and make informed decisions in line
with the delegated authority. The following statutory Committees constituted by the Board function
according to their respective roles and defined scope:
⢠Nomination and Remuneration Committee
⢠Stakeholders Relationship Committee.
Details of the composition, role of the Committee and number of meetings held for respective
committees as on 31st March 2025 is as follows:
⢠AUDIT COMMITTEE:
|
Composition |
Category |
Designation |
|
Mr. Kaustubh Karve |
Non Executive Independent Director |
Chairman |
|
Ms. Sarika Sharma |
Non-Executive Independent Director |
Member |
|
Mr. Shyam Sharma |
Additional Director |
Member |
NUMBER OF MEETINGS:
Five (5) meetings of the Audit Committee were conducted during the FY 2024-25 on the
following dates:
05th July, 2024
19th July, 2024
28th September, 2024
11th November, 2024
05th February, 2025
⢠NOMINATION & REMUNERATION COMMITTEE:
|
Composition |
Category |
Designation |
|
Mr. Shyam Sharma |
Additional Director |
Chairman |
|
Ms. Sarika Sharma |
Non-Executive Independent Director |
Member |
|
Mr. Kaustubh Karve |
Non-Executive Independent Director |
Member |
NUMBER OF MEETINGS:
One (1) meeting of the Nomination & Remuneration Committee were conducted during the FY
2024-25 on the following dates:
28th September 2024
⢠STAKEHOLDER RELATIONSHIP COMMITTEE:
|
Composition |
Category |
Designation |
|
Mr. Kaustubh Karve |
Non-Executive Independent Director |
Chairman |
|
Ms. Sarika Sharma |
Non-Executive Independent Director |
Member |
|
Mr. Shyam Sharma |
Additional Director |
Member |
One (1) meeting of the Stakeholder Relationship Committee were conducted during the FY
2024-25 on the following dates:
28th September 2024
As per the provisions of Section 149 sub section 6 & 7 and other applicable provisions of Companies
Act, 2013 and the rules thereunder, your Company has duly received the declaration of Independence
from all the Independent Directors during the financial year 2024-25 and that the said declarations were
placed before the Board.
The Board further ensures that all the Independent Directors of the Company were/are eligible to be
appointed as the Independent Directors as per the criteria laid down by Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015.
Based upon the declarations received from the Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the
Listing Regulations and that they are independent of the management.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their
names in the data bank of Independent Directors maintained with the Indian Institute of Corporate
Affairs (IICA).
As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of Corporate Governance Disclosure are not
applicable to the Companies listed on the SME platform. Hence your Company is not required to
disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company is not required to have the de-mat suspense account neither unclaimed suspense
account.
However, the Board of Directors and the management of the Company take all necessary steps to
ensure that a good corporate governance structure is maintained and followed by the Company. The
Board is moving ahead with an aim of maintaining a sustainable corporate environment which can keep
a check and balance on the governance of the Company.
Management Discussion & Analysis report for the year under review as stipulated under Regulation
34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed as Annexure- IV hereto and forms part of this Report.
Disclosures of the ratio of the remuneration of each director to the median employeeâs remuneration
and other details, required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended
from time to time, alongwith the Remuneration paid to the Directors including the Managing Director
and Key Managerial Personnel of the Company are given in Clause 22 forming part of the Directors
Report.
The information required pursuant to Section 197 read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
Company is as follows:
The percentage increase in remuneration of each Director and Chief Financial Officer during the
Financial Year 2024-25, ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2023-24 and the comparison of remuneration of each
Key Managerial Personnel (KMP) against the performance of the Company are as follows:
|
Name of Director / KMP |
Remuneration |
Remuneration during |
% Increase/ |
Ratio of the |
|
Manoj Narottam Joshi |
12,00,000 |
12,00,000 |
- |
0.87 : 1 |
|
Bhavin Dinesh Goda - CFO |
24,00,000 |
24,00,000 |
- |
1.73: 1 |
|
Arnika Choudhary |
9,24,000 |
7,00,000 |
32% |
0.67: 1 |
|
Total Remuneration |
45,24,000 |
43,00,000 |
Median remuneration for the financial year was Rs. 1,15,417 per month/- (Rupees One Lakh Fifteen
Thousand Four Hundred Seventeen Only) as on financial year ending 31st March 2025.
I. There were 401 permanent employees on the rolls of the Company during the as on financial year
ending 31st March 2025.
II. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the
Company:
III. Change in the total remuneration of Directors and Key Managerial Personnel during the year under
report in comparison to last year is specified in the table above.
IV. The turnover of the Company has increased by 38.43%.
V. The Particulars of the employees who are covered by the Provisions contained in Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:
1. Employed throughout the year -- Nil
2. Employed for part of the year -- Nil
VI. It is affirmed that remuneration paid during the financial year 2024-25 is as per the Remuneration
Policy of the Company.
28. RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key
business set for the Company. As a part of Risk Management policy, the relevant parameters for
protection of environment, safety of operations and health of people at work are monitored regularly.
The Board does not foresee any risk which might threaten the existence of the Company. The web link
for the policy is as follows: https://www.satincorp.com/investors
29. PUBLIC DEPOSITS
Your Company has not accepted or renewed any deposit from the public or members of the company
within the meaning of Section 73 of the Companies Act, 2013 read with the Rules made thereunder.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS & OUTGO:
As required pursuant to the provisions of Companies Act, 2013, the relevant information pertaining to
conservation of energy, technology absorption and foreign exchange earnings and outgo are given
below:
CONSERVATION OF ENERGY:
|
Sr. No. |
Particulars |
Brief Description |
|
1 |
The steps taken or impact on conservation of |
Your Company requires energy for its operations and During the year, the Company followed the hybrid We also take appropriate steps to reduce the |
|
2 |
The steps taken by your Company for utilizing |
|
|
3 |
The capital investment on energy conservation |
|
Sr. |
Particulars |
Brief Description |
|
No. |
||
|
1 |
The efforts made towards technology |
Your Company uses latest technology |
|
2 |
The benefits derived like product |
|
|
3 |
In case of imported technology a) The details of technology imported b) The year of import c) Whether technology been fully d) If not fully absorbed, areas where |
|
|
4 |
The expenditure incurred on Research |
Your Company has not spent any |
During the year under review, the Company has the following Foreign Exchange Earnings & Outgo:
(Rs in âLacsâ)
|
S |
Particulars |
As on 31st March, |
As on 31st March, 2024 |
|
N o |
|||
|
1. |
Foreign Exchange Earnings |
4612.50 |
1031.95 |
|
1. |
Foreign Exchange Outgo |
- |
- |
The Companyâs net worth is less than Rs. 500 Crore, the turnover is less than Rs. 1000 crores and its
net profit is not more than Rs. 5 Crore. Thus, Company does not belong to the class or classes of
Companies as prescribed under the provisions of section 135 of the Companies Act, 2013 and the
rules made there under. Hence the Company is not required to constitute CSR Committee, frame CSR
policy or spend amount on CSR as per the provisions of section 135 of Companies
The members have appointed M/s Katariya and Munot, Chartered Accountants, (Firm Registration
No. 128438W) in their 10th Annual General Meeting held on September 30th, 2022 for a period of five
(5) consecutive years i.e. till the conclusion of the 15th Annual General Meeting of the Company to be
held in F.Y. 2026-27 and conduct audit for the F.Y. 2025-26.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
M/s. Shalin J & Associates, Bhopal(Membership No 66257, CP No. 24703) in their Board Meeting
held on February 5th, 2025 to undertake the Secretarial Audit of the Company for the year under
review. The Secretarial Audit Report in form MR-3 is provided as âAnnexure-IIIâ.
The observations made by the Statutory Auditors in their report for the Financial Year ended 31st
March 2025 read with the explanatory notes therein are self-explanatory and therefore, do not call for
any further explanation or comments from the Board under Section 134(3) of the Companies Act,
2013.
The Statutory Auditorsâ Report does not contain any qualification, reservation or adverse remark
during the period under review.
However, the audit report has the following highlighted points:
1. According to the information and explanations given to us and the records of the Company
examined by us, there are no dues on account of dispute of income-tax, goods and service tax, sales-
tax, service tax, duty of custom, duty of excise or value added tax as at March 31, 2025, except
following:
|
Name of Statute |
Authority |
Amount |
|
Income Tax Act, 1961 |
Commissioner of Income Tax (Appeals) |
80. |
The Company is generally depositing undisputed statutory dues except delay in TDS of Rs.28.33 Lacs
(FY 2023-2024 is Rs.3,22.65 Lacs and Interest on TDS is Rs.43.45 Lacs).
2. The related party transactions referred to were carried out in the ordinary course of business and on
an armâs length basis. However, since the aggregate value exceeded the prescribed limit, prior
shareholdersâ approval was required but not obtained during the year. The Board assures that going
forward, being a listed company, all such transactions will be placed for shareholdersâ approval as
mandated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
Managementâs reply: Technologies
1. The Board has acknowledged the observation and will take appropriate actions in near future.
2. The management assured that corrective action has been initiated.
The Secretarial Auditorsâ Report does not contain any qualification, reservation or adverse remark
during the period under review. (Annexure III)
The Auditors have not reported any offence involving fraud committed against the Company by the
officers or employees of the Company under sub section (12) of section 143, to the Audit Committee
or the Board.
The Company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.
Pursuant to Section134 (5) of the Companies Act, 2013, the Directors confirm that:
i. In the preparation of the annual accounts for the year ended 31st March, 2025 the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
ii. the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year 31st March, 2025 and of the profits
of the company for that period;
iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;
iv. the directors had prepared the annual accounts for the period ended 31st March, 2025 on a going
concern basis.
v. 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.
vi. the directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.
37. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS
OPERATIONS IN FUTURE:
There are no significant and material orders that were passed by the regulators or courts or tribunals
against your Company.
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be
uploaded on the website of the Company within prescribed the time after the ensuing Annual General
Meeting of the Company at: https://www.satincorp.com
Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not
applicable to the business activities as carried out by the Company.
The Company has not given any loan as contemplated by section 186 of the Companies Act 2013
during the financial year.
The contracts/arrangements with related parties as specified in sub section (1) of section 188 of the
Companies Act, 2013 during the financial year 2024-25 are enclosed in Form AOC-2 as Annexure -
I.
The Company has appointed an Internal Auditor in its Board Meeting to review and strengthen its
internal financial control systems. Based on the reports of the Internal Auditor, the Board is of the
opinion that the Companyâs internal financial controls with reference to the financial statements are
adequate and operating effectively, and that the Company has duly complied with the provisions of
Section 138 of the Companies Act, 2013 regarding the mandatory appointment of an Internal Auditor.
Your Company has always believed in providing a safe and harassment free workplace for every
individual working in premises through various interventions and practices. The Company always
endeavors to create and provide an environment that is free from discrimination and harassment
including sexual harassment.
Pursuant to Harassment Act, the Company has setup Internal Complaints Committee (âICCâ) to redress
complaints received regarding sexual harassment. It has set forth the guidelines on the redressal and
enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to
sexual harassment at the workplace towards any women employees. All women employees (permanent,
temporary, contractual and trainees) are covered. All employees are treated with dignity with a view to
maintain a work environment free of sexual harassment whether physical, verbal or psychological.
As required under the Harassment Act, the following is a summary of sexual harassment during the
financial year 2024- 25:
|
S. No. |
Particulars |
Remarks |
|
1. |
Number of sexual harassment complaints received in a year. |
- |
|
1. |
Number of complaints disposed off during the year. |
- |
|
1. |
Number of cases pending for more than 90 days. |
- |
|
1. |
Number of awareness programs or workshops against sexual harassment conducted during the |
- |
|
1. |
Nature of action taken by the employer or district officer with respect to the cases. |
- |
The Companyâs Whistleblower Policy encourages Directors and employees to bring to the Companyâs
attention, instances of unethical behavior, actual or suspected incidents of fraud or violation of the Code
of Conduct that could adversely impact the Companyâs operations, business performance and / or
reputation.
The Policy provides that the Company investigates such incidents, when reported, in an impartial manner
and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are
always upheld. It is the Companyâs Policy to ensure that no employee is victimized or harassed for
bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is
overseen by the Audit Committee of the Board and no employee has been denied access to the
Committee.
45. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCY OF A DIRECTOR:
The Nomination & Remuneration Policy adopted by the Board on the recommendation of NRC
enumerates the criteria for assessment and appointment / re-appointment of Directors, Senior
Management personnel on the basis of their qualifications, knowledge, skill, independence, professional
and functional expertise. The NRC Policy is are enclosed as ANNEXURE - II.
46. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL
EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS HAS BEEN MADE
Pursuant to the provisions of the Companies Act, 2013, evaluation of all Board members, annual
performance evaluation of its own performance, as well as the evaluation of the working of its
Committees of the Board is led by the Chairman of the Board, Nomination and Compensation
Committee with specific focus on the performance and effective functioning of the Board.
The evaluation process also considers the time spent by each of the Board members, core competencies,
personal characteristics, accomplishment of specific responsibilities and expertise.
47. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.
In the opinion of the Board, the Independent Directors appointed during the year possess the requisite
integrity, expertise, and rich experience, including proficiency, required for effectively discharging
their duties and responsibilities as Independent Directors of the Company.
During the Financial Year 2024-25 neither any application was made nor was any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.
49. 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.
There was no instance of one-time settlement with any Bank or Financial Institution during the year
under review.
The Company has complied with the applicable provisions of the Maternity Bene t Act, 1961. All
eligible women employees have been extended the benefits as prescribed under the Act. The Company
remains committed to supporting working mothers and promoting a gender-inclusive workplace.
The Board wishes to place on record its thanks for the assistance and support extended by all
Government Authorities, State Bank of India, shareholders, consultants, customers, suppliers and
consultants all other stakeholders of the Company.
Your directors express their appreciation for the dedicated and sincere services rendered by the all the
SA Tech family members.
Sd- Sd-
Shyam Sharma Priyanka Joshi
Director Director
DIN:09434393 DIN: 09302795
Date:
04/09/2025
Place: Pune
Mar 31, 2024
The Directors have pleasure in presenting the 12th Annual Report together with the Financial Statement for the financial year from 1st April, 2023 to 31st March, 2024 along with the Report of Directors including annexures thereto and Report of Auditor''s thereon.
The Companyâs financial performance for the financial year ended as on 31st March, 2024 is summarized below:
|
Amount (In â000â except EPS) |
||
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Income from Operations (Including other Income) |
723774.03 |
567304.88 |
|
Depreciation |
8317.79 |
8087.11 |
|
Finance Costs |
27974.43 |
22113.97 |
|
Total Expenses |
669369.74 |
545225.67 |
|
Provision for Tax |
2498.52 |
182.18 |
|
Profit after Tax |
41409.03 |
21897.02 |
|
Balance carried to Balance Sheet |
41409.03 |
21897.02 |
|
Earnings per share |
4.52 |
2.39 |
During the financial year ended as on 31st March, 2024, the Company recorded a total revenue of Rs. 72,37,74,035.73/- (Previous financial year Rs.56,73,04,884.95/-) and recorded net profit after taxes of Rs.4,14,09,036.19 (after considering an amount of Rs.83,17,791 towards depreciation in accordance with provisions of Schedule II of the Companies Act, 2013) (Previous Year Net profit Rs 21897025.32/-).
The financial statements for the year ended 31st March, 2024 forms part of this Directors Report of the Company. FUTURE OUTLOOK:
The demand for IT Consulting is growing steadily in global markets and the company is trying to add new businesses and technology.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS TILL THE DATE OF DIRECTORS REPORT:
There are no significant material changes and commitments affecting financial position between 31st March, 2024 and the date of Boardâs Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
Your Company has not changed the nature of Business during the financial year under review.
EVENT BASED DISCLOSURES IN DIRECTORS REPORT:
Your Company has gone through major events this year the details of which are mentioned below:
i. CONVERSION OF COMPANY FROM PRIVATE TO PUBLIC LIMITED
As the promoters of the Company are looking ahead with expansion of the structure of the Company and to explore more opportunities had recommended converting the liability structure of the Company from Private to Public limited. In furtherance of the same, the Board of Directors of the Company in its meeting held on 30th September, 2023 approved the conversion and received members approval on 16th October 2023 in same regards.
Your Company has received approval from Registrar of Companies, Pune on 3rd November 2023 in the form of Certificate of Incorporation under new name.
ii. FILING OF DRHP ON NSE EMERGE PLATFORM
Your Company has planned to come up with an Initial Public Offer and to proceed with the same the Board has approved the issue of Public Offer on 6th December 2023 and got members approval on 7th December 2023.
The Board has approved the filing of Draft Red Hiring Prospectus (DRHP) on 10th of January 2024 and filed it on the same date at National Stock Exchange (NSE) Emerge Platform.
Further the Company has received the In-principle approval from National Stock Exchange (NSE) on 2nd July 2024.
Your Company has increased its Capital Structure during the year as mentioned in the below table:
|
Authorized Capital: |
||
|
Particulars |
Date |
Increased Capital (INR) |
|
Increase in Capital from 4 crores to 13 crores |
07/12/2023 |
13,00,00,000 |
|
Increase in Capital from 13 crores to |
15/12/2023 |
14,00,00,000 |
|
14 crores |
||
|
Paid-up Capital: |
||
|
Particulars |
Date |
Increased Capital (INR) |
|
Issue of 14333 equity shares on Rights |
23/10/2023 |
43,60,610 |
|
basis |
||
|
Bonus Issue in the ratio 20:1 |
07/12/2023 |
9,15,72,810 |
Your Directors have not recommended any Dividend for the FY 2023-24.
The profit component after tax is retained in Profit and Loss Account and carried forward to the Balance Sheet for the financial year 2023-24.
15 (Fifteen) meetings of the Board of Directors of the Company were held during the financial year 2023-24 with a gap of not more than 120 days between two consequent board meetings.
⢠Note: None of the Board Meetings were held on National Holidays.
COMMITTEES OF BOARD OF DIRECTORS
The following are the Committees constituted by the Company in the Board Meeting held on 6th December 2023 and formed the required policies as per the provisions and rules of the Companies Act, 2013.
Composition of Committees are as mentioned below
Audit Committee:
|
Composition |
Designation |
|
Mr. Kaustubh Karve |
Chairman |
|
Ms. Sarika Sharma |
Member |
|
Mr. Ritesh Sharma |
Member |
|
Nomination & Remuneration Committee: |
|
|
Composition |
Designation |
|
Mr. Ritesh Sharma |
Chairman |
|
Ms. Sarika Sharma |
Member |
|
Mr. Kaustubh Karve |
Member |
|
stakeholder relationship Committee: |
|
|
Composition |
Designation |
|
Mr. Kaustubh Karve |
Chairman |
|
Ms. Sarika Sharma |
Member |
|
Mr. Ritesh Sharma |
Member |
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Following are the particulars of appointments and re-appointments of the Directors and KMP(s) of your Company during the Financial Year 2023 - 2024:
Appointment and Resignation of Directors:
The following is details of appointments and resignations of Directors during the financial year :
|
Name |
Designation |
Appointment or Resignation |
Date |
|
Bhavin Goda |
Director |
Resignation |
25/09/2023 |
|
Sarika Sharma |
Independent Director |
Appointment |
01/10/2023 |
|
Kaustubh Karwe |
Independent Director |
Appointment |
09/11/2023 |
|
Ritesh Sharma |
Director |
Appointment |
06/12/2023 |
|
Manoj Joshi |
Director |
Resignation |
14/12/2023 |
Appointment and Resignation of KMP(s):
The following is the details of appointments and resignations of KMP(s)during the financial year:
|
Name |
Designation |
Appointment or Resignation |
Date |
|
Arnika Choudhary |
Company Secretary |
Appointment |
9/11/2023 |
|
Manoj Joshi |
Chief Executive Officer |
Appointment |
1/12/2023 |
|
Bhavin Goda |
Chief Financial Officer |
Appointment |
6/12/2023 |
Further, Ms. Priyanka Joshi, Directors, shall be liable to retire by rotation as per the provisions of Companies Act, 2013, and shall be being eligible for re-appointment in the forthcoming AGM.
STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS:
The Independent directors of the Company have confirmed that they meet the criteria of independence pursuant to sub section (6) of section 149 of the Companies Act, 2013.
DIRECTORâS RESPONSIBILITY STATEMENT:
Pursuant to Section134 (5) of the Companies Act, 2013, the Directors confirm that:
(i) In the preparation of the annual accounts for the year ended 31st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2024 and of the profits of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts for the period ended 31st March, 2024 on a going concern basis.
(v) 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.
(vi) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:
According to the definitions, provisions and rules of the Companies Act,2013 your Company has no Subsidiaries /Associates/Joint Ventures.
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be uploaded on the website of the Company within prescribed the time after the ensuing Annual General Meeting of the Company at: https://www.satincorp.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
As required pursuant to the provisions of Companies Act, 2013, the relevant information pertaining to
conservation of energy, technology absorption and foreign exchange earnings and outgo are given below:
⢠Steps taken on Conservation of Energy and impact thereof: Conservation of energy is an ongoing process in the Company. Every effort is made towards optimum utilization of energy. Efforts are also directed towards eliminating wastage in all areas of operations.
⢠Steps taken by the company for utilizing alternate sources of energy: Nil.
⢠Capital investment on energy conservation equipment: There are no substantial additional investments and proposals for reduction in energy consumption at present. The same will be undertaken as and when necessary by the Company.
i) Efforts were made towards technology absorption: Nil
ii) benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution: Nil
iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:
a) Details of technology imported - Nil
c) Whether the technology been fully absorbed - Nil
d) If not fully absorbed, areas where absorption has not taken - Nil
e) place, and the reasons therefore - Nil
iv) Expenditure incurred on Research and Development - Nil
FOREIGN EXCHANGE EARNINGS & OUTGO:
During the year under review, the Company has the following Foreign Exchange Earnings & Outgo:
|
(Rs in â000â) |
|||
|
S. No. |
Particulars |
As on 31st March, 2024 |
As on 31st March, 2023 |
|
1. |
Foreign Exchange Earnings |
10,31,94.63 |
25,732.84 |
|
2. |
Foreign Exchange Outgo |
- |
1,585.59 |
During the financial year 2023-24, your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT:
The observations made by the Statutory Auditors in their report for the Financial Year ended 31st March 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The Statutory Auditorsâ Report does not contain any qualification, reservation or adverse remark during the period under review.
However, the audit report has the following highlighted points:
1. The Company has no dues on account of dispute of Income Tax, GST, sales tax service tax, duty of custom, duty of excise or value added tax as at 31st March 2024 except under Income Tax Act,1961 of Rs.45280.30 (INR in â000â).
2. The Company is generally depositing undisputed statutory dues except delay in TDS of Rs.32264.84 and Interest on TDS of Rs.4344.68 (INR in â000â)
1. The Board has acknowledged the observation and will take appropriate actions in near future.
2. The management assured that corrective action has been initiated.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB - SECTION (12) OF SECTION 143:
The Auditors have not reported any offence, involving fraud committed against the Company by the officers or employees of the Company under sub section (12) of section 143, to the Audit Committee or the Board.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:
There are no significant and material orders that were passed by the regulators or courts or tribunals against your Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERNECE TO THE FINANCIAL STATEMENTS:
Your Company, being a public limited company having turnover of not more than Rs. 200 Cr. or outstanding loans from Banks & Financial institutions not more than Rs. 100 crores, the provisions of section 138 regarding mandatory internal auditor appointments are not applicable to the company.
Though the company has an Audit committee, it has employed suitable monitoring systems to report about the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records etc. All the transactions are checked, passed and processed with proper authorizations
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY:
The Company has not given any loan as contemplated by section 186 of the Companies Act 2013 during the financial year.
As a diversified enterprise, your Company continues to focus on a system-based approach to business risk management. The management of risk is embedded in the corporate strategies of developing a portfolio of world-class businesses that matches organizational capability with market opportunities, focusing on building distributed leadership and succession planning processes, nurturing specialism and enhancing organizational capabilities through timely developmental inputs.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCY OF A DIRECTOR:APPOINTMENT AND QUALIFICATIONS:
Brief of Companyâs policy on appointment of Directors, KMP and Senior Managerial personnel is provided hereunder:
^ The Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommends to the Board for his / her appointment.
^ The Remuneration Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.
^ The criteria of Independency as laid down under Section 149 (6) of Companies Act, 2013 have to be fulfilled to appoint any person as Independent Director. More specifically he should possess appropriate skills, experience and knowledge in the fields of finance, law, management and people management which is related to the Companyâs business.
TERM/TENURE:? Independent Director:
^ An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment by passing a special resolution by the Company and disclosure of such appointment in the Board''s report.
^ No Independent Director shall hold office for more than 2 consecutive terms, but such Independent Director shall be eligible for appointment after expiry of 3 years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of 3 years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
The Companyâs Remuneration Strategy is designed to attract and retain quality talent that gives its business a competitive advantage and enables the Company to achieve its objectives. The Companyâs Remuneration Strategy, whilst focusing on remuneration and related aspects of performance management, is aligned with the remuneration policy and reinforces the employee value proposition of a superior quality of work life, that includes an enabling work environment, an empowering and engaging work culture and opportunities to learn and grow. The compensation approach endeavors to align each employee with the Companyâs goals. The remuneration policy as per Section 178(3) of the Companies Act,2013 is available at Companyâs website www.satincorp.com
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:
Pursuant to the provisions of the Companies Act, 2013, evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of its Committees of the Board is led by the Chairman of the Board, Nomination and Compensation Committee with specific focus on the performance and effective functioning of the Board.
The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.
DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:
The Companyâs Whistleblower Policy encourages Directors and employees to bring to the Companyâs attention, instances of unethical behavior, actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact the Companyâs operations, business performance and / or reputation.
The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Companyâs Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.
CORPORATE SOCIAL RESPONSIBILITY:
The Companyâs net worth is less than Rs. 500 Crore, the turnover is less than Rs. 1000 crores and its net profit is not more than Rs. 5 Crore. Thus, the Company does not belong to the class or classes of Companies as prescribed under the provisions of section 135 of the Companies Act, 2013 and the rules made there under. Hence the Company is not required to constitute CSR Committee, frame CSR policy or spend amount on CSR as per the provisions of section 135 of Companies Act, 2013. Despite of that Company has spent Rs 5,31,000/- voluntarily towards CSR and Donation
Pursuant to Rule 5 of Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014, there are no employees who are in receipt of remuneration exceeding Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/-or more per month or were employed for a part of the year during the financial year under review.
The Companyâs website is www.satincorp.com/
The Company the provisions of section 204 of Companies Act, 2013 regarding mandatory secretarial audit are not applicable to the Company.
The Members at the 10th Annual General Meeting of the Company held on 30th September, 2022, had re-appointed M/s. Katariya & Munot, Chartered Accountants (FRN 128438W) as the Statutory Auditors of the Company to hold office for another Term of 5 (Five) years i.e., from the conclusion of the said Annual General Meeting until the conclusion of 15th Annual General Meeting of the Company to be held in 2027.
The Cost audit of the Company has not been conducted for the financial year 2023 -24 as provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.
The contracts/arrangements with related parties as specified in sub section (1) of section 188 of the Companies Act, 2013 during the financial year 2023-24 are enclosed in Form AOC-2 as Annexure - A.
The Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Pursuant to Harassment Act, the Company has setup Internal Complaints Committee (âICCâ) to redress complaints received regarding sexual harassment. It has set forth the guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the workplace towards any women employees. All women employees (permanent, temporary, contractual and trainees) are covered. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.
As required under the Harassment Act, the following is a summary of sexual harassment during the financial year 2023- 24:
|
S. No. |
Particulars |
Remarks |
|
1. |
Number of sexual harassment complaints received in a year. |
- |
|
2. |
Number of complaints disposed off during the year. |
- |
|
3. |
Number of cases pending for more than 90 days. |
- |
|
4. |
Number of awareness programs or workshops against sexual harassment conducted during the year. |
- |
|
5. |
Nature of action taken by the employer or district officer with respect to the cases. |
- |
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
During the Financial Year 2023-24 neither any application was made nor was any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
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.
There was no instance of one-time settlement with any Bank or Financial Institution during the year under review.
The Board wishes to place on record its thanks for the assistance and support extended by all Government Authorities, Banks, shareholders, consultants, customers and suppliers including all other stakeholders of the Company.
Your directors express their appreciation for the dedicated and sincere services rendered by the all the SA Tech family members.
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