Your Directors have pleasure in presenting before you the 31st Annual Report of your Company onthe business and operations together with the Audited Financial Statements including ConsolidatedFinancial Statement and Auditors' Report for the financial year ended 31st March 2024.Theperformance of the Company during the year under Report is summarized as below:
The summarized financial results of our operations for the Financial Year ending 31st March 2024 isdetailed hereunder.
(Rs. in Lakhs)
STANDALONE
CONSOLIDATED
Particulars
March 31,2024
March 31, 2023
March 31, 2024
Operating Income
1.66
2.67
Other Income
5.00
5.04
Total Income
6.66
7.71
Total Expenditure
775.26
27.22
Net profit/LossExceptional Items
(768.60)
(19.51)
Exceptional Items
0
Profit / (Loss) before tax
Provision for tax
NIL
Deffered tax
Net Profit/Loss after tax
Earnings Per Share
(7.68)
(0.20)
During the year under review, your Company has registered a total loss of Rs. (768.60)/- Lakhs ascompared to previous year loss of Rs. (19.51)/- Lakhs. The Board is trying hard for the growth of theCompany. Your Directors are continuously looking for avenues for future growth of the Company bydeveloping new Software in the ever growing field of Financial and Health Care Sector. The Company isnow ready to avail the new opportunities available in the market.
During the Financial year 2023-24 the Authorized Share Capital and Paid Up Capital as on 31st March2024 stood at Rs.11,00,00,000/- and Rs.10,00,46,000/- respectively. During the year under review, thecompany has not issued any Securities nor granted any Stock Options or Sweat Equity.
Your Company is involved in the development of various software and services for E-filing of CorporateStatutory Tax Returns and developing the existing software's. The company is working on to develop e-redressal system for GST and e-record system for health care.
During the year under review, the total income of the Company stands at Rs. 6.66/- Lakhs and theexpenses stands at Rs. 775.26/- Lakhs. The Net Loss stands at Rs. (768.60)/- Lakhs in comparison to Rs.(19.51)/- Lakhs of last year.
The losses can be attributed to the developmental expenses the company is incurring for developingthe GST & Health Care Software which are yet to be launched in the market.
During the year under review, there were no changes in nature of business of the company.
The Company is in the process of complying with the requirement of achieving 100% holding of thepromoters in demat forms as required under the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.
As there is no profit in this year therefore the Board recommends no dividend is to be declared for thisfinancial year.
During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiary. Inaccordance with Section-129(3) of the Companies Act, 2013, we have prepared consolidated financialstatements of the Company and its subsidiary, which form part of the Annual Report. Further, astatement containing the salient features of the financial statement of the subsidiary in the prescribedformat AOC - 1 is appended as Annexure-1 to the Board's report. The statement also provides thedetails of performance, financial positions of each of the subsidiaries.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, includingthe consolidated financial statements and related information of the Company, are available on ourwebsite www.easitax.com. These documents will also be available for inspection during business hoursat our registered office.
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividenddeclared and paid in last year.
The Board is collectively responsible for the sustainable success of the company. The Company's Boardhas an optimum combination of Executive and Non-Executive Directors and reflects diversity in termsof disciplines, professions, social groups, gender and stakeholder interest.
The strength of the Board as on March 31, 2024 is Six (6) directors. They are as follows:
1. A. GERALD EBENEZER Managing Director
2. RAINY RAMESH SINGHI Non-Executive Director (Women)
3. RAJENDHIRAN JAYARAM Independent Director
4. RAJENDHIRAN ESWARI ANGALI Independent Director(Women)
5. RAMESH CHANDRA MISHRA* Non-Executive Director
6. SUSHAMA ANUJ YADAV** Independent Director (Women)
* Ramesh Chandra Mishra appointed as a Director w.e.f. 02/09/2023**Mrs. Sushama Anuj Yadav appointed as a Director w.e.f. 02/09/2023
The following are the KMP as on March 31, 2024:¬
1. A. GERALD EBENEZER - Managing Director
2. Ms. Shantwana Adhikari - CFO
3. Mr.Deepak Kumar Saha*** - Company Secretary
*** Mr.Deepak Kumar Saha resigned as Company Secretary and Compliance Officer w.e.f. 29/02/2024MEETINGS OF THE BOARD OF DIRECTORS
Date of meetings
No. of Directors attended the meeting
25.05.2023
4
11.08.2023
02.09.2023
10.11.2023
12.02.2024
6
The details of composition of the Committees of the Board of Directors are as under:-
a. Audit Committee
At the end of the Financial Year 2023-24 the Audit Committee constitutes of Mr. RajendhiranJayaram, Mrs . Rajendhiran Eswari Angali, and Ms. Rainy Ramesh Singhi. Mr. RajendhiranJayaram is the Chairman of the Audit Committee. The Board of Directors have accepted all therecommendations given by the Audit Committee. The terms and reference of Audit Committeeand details of meetings held during the financial year 2023-24 and the attendance of membersare given in the Corporate Governance Report, which forms part of the Directors Report.
At the end of the Financial Year 2023-24 the Nomination and Remuneration Committee consistsof Mr. Rajendhiran Jayaram, Mrs . Rajendhiran Eswari Angali, and Ms. Rainy Ramesh Singhi. Mr.Rajendhiran Jayaram is the Chairman of the Nomination and Remuneration Committee. Thedetails of the Nomination and Remuneration Committee and meetings held during the financialyear 2023-24 and the attendance of members are provided in the Corporate Governance Report,which forms part of the Directors Report.
At the end of the Financial Year 2023-24 the Stakeholders Relationship Committee consists ofMr. Rajendhiran Jayaram, Mrs . Rajendhiran Eswari Angali, and Ms. Rainy Ramesh Singhi. Mr.Rajendhiran Jayaram is the Chairman of the Stakeholder Relationship Committee. The details ofthe Stakeholder Relationship Committee and meetings held during the financial year 2023-24and the attendance of members are provided in the Corporate Governance Report, which formspart of the Directors Report.
As required under Sub-Section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT -9 forms part of this report as Annexure - 2.
The Management Discussion and Analysis forms an integral part of this Report and gives details of theoverall industry structure, developments, performance and state of affairs of the company and othermaterial developments during the financial year and is attached as Annexure-3.
The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance ofthe conditions of corporate governance by your Company as stipulated in Regulation 34(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 are attached to this Report asAnnexure -4.
All the Independent Directors have given declarations of Independence, as required pursuant to Section149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided insub-section (6) of Section 149 of the Companies Act, 2013.
All the Independent Directors have complied with the Code for Independent Directors prescribed inScheduled IV to the Act.
The performance of the Individual Directors on the Board and the Committees thereof is done by theBoard and the Independent Directors in their exclusive meeting done as per the policy formulated bythe Board in this regard.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation of the Boardand Individual Directors is done on annual basis.
The evaluation is done by the Board, Nomination and Remuneration Committee and IndependentDirectors with specific focus on the performance and effective functioning of the Board and IndividualDirectors.
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirmsthat-
a) In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;
d) The directors had 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 suchinternal financial controls are adequate and were operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of itsbusiness, including adherence to the Company's policies, the safeguarding of its assets, the preventionand detection of frauds and errors, the accuracy and completeness of the accounting records, and thetimely preparation of reliable financial disclosures.
There were no loans, guarantees or investments made by the Company under Section 186 of theCompanies Act, 2013 during the year under review and hence the said provision is not applicable.
There were no contract or arrangements made with related parties as defined under Section 188 of theCompanies Act, 2013 during the year under review.
None of the employees of the Company has been in receipt of remuneration exceeding the amountsenvisaged under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ofthe Companies Act, 2013.
During the year under review, the Company has not accepted any fixed deposit from the public underSections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
In terms of the provisions of Section 177 of the Companies Act, 2013 your Company has formulated aWhistle Blower Policy as a Vigil Mechanism. This mechanism aims for conducting the affairs in a fairand transparent manner by adopting highest standards of professionalism, honesty, integrity andethical behavior.
This mechanism is for the employees to report concerns about unethical behavior, actual or suspectedfraud or violation of Code of Conduct and Ethics.
A. Conservation of Energy, Technology Absorption
The Company always believes in giving the best to its clients and in this regard it continuously upgradeits knowledge in cutting edge technology and in the latest and best equipments.
B. Foreign Exchange Earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
Risk Management is the process of identification, assessment and prioritization of risks followed bycoordinated efforts to minimize, monitor and mitigate/control the probability and/or impact ofunfortunate events or to maximize the realization of opportunities. The Company has laid down acomprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board fromtime to time. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The major risks have been identified by the Companyand its mitigation process/measures have been formulated in the areas such as business, projectexecution, event, financial, human, environment and statutory compliance.
M/s. John Moris & Co. (Firm Registration No. 007220S), Chartered Accountants, Chennai wereappointed as Statutory Auditors of our Company in our 27th Annual General Meeting held on 31stDecember 2020 and they hold office till the conclusion of our 32ndAnnual General Meeting on aremuneration as the Board of Directors of the Company may determine.
There are no qualifications or adverse remarks in the Statutory Audit Report which require anyexplanation from the Board of Directors.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed CSRabindra Kumar Samal, Company Secretary in Whole time Practice to undertake the Secretarial Auditof the Company for the financial year 2022-23, 2023-24 and 2024-25.
The Report of the Secretarial Auditor in Form MR-3 for the financial year 2023-24 is attached inAnnexure-5.
1. The Company is in the process of complying with the requirement of achieving 100% holding ofthe promoters in demat forms as required under the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015. We are trying to regularise PAN issues of the Promotor/Promotor Group and shall be able to comply with the Regulation.
No Frauds were reported by the Auditors either to the Audit Committee or in their reports during theyear under review.
The provisions of Section 148 of the Companies Act, 2013 are not applicable for the year since theCompany is not falling under the category of class Companies as prescribed under Sub-section (1) ofSection 148 of the Companies Act 2013 and Rules framed there under.
The Company is committed to provide a safe and conducive work environment to its employees. Duringthe year under review, no case of sexual harassment was reported.
During the year under review, the Internal Complaints Committee , which has been in existence in thecompany to receive and deal in with complaints relating to such harassment , has not received anycomplaint pertaining to sexual harassment.
No significant and material order has been passed by the regulators, courts, tribunals impacting thegoing concern status and Company's operations in future
Your Directors wish to express their grateful appreciation to the continued co-operation received fromthe Banks, Government Authorities, Customers, Vendors and Shareholders during the year underreview. Your Directors also wish to place on record their deep sense of appreciation for the committedservice of the Executives, staff and Workers of the Company.
By Order of the BoardIntegrated Hitech Limited-Sd-
Place : Chennai
Date : 02/09/ 2024 Managing Director
DIN:02026613