Your Director's have pleasure in presenting the 16th Annual Report on the Business and Operations of your Company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024 along with the reports of the Auditors thereon.
We would like to start by thanking all of our investors and stakeholders for their continued support and faith in us; you are the reason for our successful IPO. In the years ahead, we aspire to build on our legacy and reach major milestones together.
FINANCIAL PERFORMANCE OF THE COMPANY
The Company's financial performance for the year ended March 31, 2024 is summarized below:
|
Particulars
|
FY 2023-24
|
FY 2022-23
|
|
Revenue from Operations
|
4607.57
|
2540.82
|
|
Other Income
|
22.06
|
50.15
|
|
Total Income
|
4629.63
|
2590.97
|
|
Equipments & IT Service Expenses
|
177.98
|
162.02
|
|
Employee Benefit Expense
|
2,656.55
|
1,623.82
|
|
Financial Costs
|
104.26
|
59.77
|
|
Depreciation & Amortization Expense
|
76.59
|
71.19
|
|
Other Expenses
|
902.43
|
493.62
|
|
Total Expenses
|
3,917.81
|
2410.42
|
|
Profit before Exceptional items
|
711.82
|
180.55
|
|
Less: Exceptional items
|
-
|
-
|
|
Net Profit Before Tax
|
711.82
|
180.55
|
|
Less: Current Tax
|
194.07
|
55.29
|
|
Less: Previous year adjustment of Income Tax
|
-
|
-
|
|
Less: Deferred Tax
|
(9.52)
|
(9.61)
|
|
Profit for the Period
|
527.27
|
134.87
|
|
Earnings per share Basic
|
8.39
|
2.24
|
|
Earnings per share Diluted
|
8.39
|
2.24
|
The above figures are extracted from the Standalone Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.
1. BUSINESS OVERVIEW AND STATE OF COMPANY AFFAIRS
Our Company was established and commenced its business in May 2008, Company is engaged in the business of the "Business Process Management Services". Company's BPM technology enabled platform that integrates with voice, chat, email, IVRS, and other social media engagements for customer acquisition as well as customer service strategies, specializing in Client Interaction Management. The company provides and facilitates to our clients, thereby fostering mutual growth. Company's comprehensive service offerings span across Business Analytics, Customer Relationship Management (CRM), Interactive Voice Response Systems (IVRS), and Customer Interaction Management solutions. The company helps its clients manage their Customer Life cycle using its Business Process Management Platform. Company facilitate rich consumer engagement and understanding by crafting end-to-end consumer interaction
solutions that are flexible and customized to deliver for our client's business objectives. Company takes keen interest in our client's business context and conceptualize and implement a customer interaction program that will fit in with their objectives.
Our Company is a NASSCOM certified member and has obtained certifications such as ISO/IEC 27001:2013, ISO 9001:2015. In year 2022, we have been awarded as incredible BPO brand of the year at IBI awards platform. We have also empaneled with National Health Authority a Government of India Entity in February, 2022 and State Health Authority, Gujarat, December 2023.
We believe in thriving upon customer satisfaction through continual improvisation and project completion within the stipulated time limit. Our services are focused on delivering outstanding results for our clients. We provide prompt services to cater to the specific needs of the business and assist in achieving the business goals. We have a dedicated workforce, inherent strength, and tie-ups.
During the year under review, the Company has achieved a turnover of Rs. 4629.63/- Lakhs as against Rs. 2590.97/-Lakhs for previous year whereas, the profit of the Company for the period under review are Rs. 527.27/- Lakhs as compared to profit of the company Rs.134.87/- Lakhs in the previous year. Your company has managed to book good amounts of profits during the period under review as compare to the previous year.
2. SHARE CAPITAL
Authorised Share Capital:
As on March 31, 2024, the Authorised Share Capital of the Company is Rs. 11,00,00,000 (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore and Ten Lakhs Only) Equity Shares of Rs. 10 each.
During the year under review, the Authorized Share Capital of the Company increased by the members in the ExtraOrdinary General Meeting held on August 18,2023 from Rs. 5,00,000 (Rupees Five Lakhs) divided into 50,000 (Fifty Thousand Only) equity shares of Rs. 10 each to Rs. 11,00,00,000 (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore and Ten Lakhs Only) Equity Shares of Rs. 10 /-each ranking pari passu in all respect with the existing Equity Shares of the Company.
Issued and Paid-Up Share Capital
The paid-up Equity share capital of Company as on March 31, 2024 is Rs. 8,71,60,590 - divided into 87,16,059 equity shares of Rs. 10 each. During the year under review, the paid-up capital has been increased via following events:
a. Buy Back of Securities:
Company has not bought back any of its securities during the year under review.
b. Sweat Equity:
Company has not issued any Sweat Equity Shares during the year under review.
c. Rights Issue:
During the year under review, Company has issued and allotted 659 (Six Hundred and Fifty-Nine) Equity Shares of Face value of Rs.10 each, at an issue price of Rs. 6752.38/- per Equity Share (including a share premium of Rs. 6742.38/- per Equity Share) aggregating to Rs. 44,49,818/- (Forty-Four Lakhs Forty-Nine Thousand Eight hundred and Eighteen only) on Right basis to its existing shareholders of the Company on September 25, 2023.
d. Bonus Shares:
During the year under review, Company has issued and allotted 63,95,400 (Sixty-Three Lakhs Ninety-Five Thousand and Four Hundred) Equity Shares of Rs.10 each, at par, aggregating Rs. 6,39,54,000/- (Six Crore Thirty-nine Lakhs and Fifty-Four Thousand only) as bonus shares to the holders of the existing equity shares in the ratio of 600:1 on November 17, 2023.
e. Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
f. Fresh Issue of Shares/ Initial Public Offer:
The Company has allotted 23,10,000 Equity shares of Face value of Rs. 10/- each ("equity shares") for cash at a price of Rs. 70/- per Equity Share (including a share premium of Rs. 60/- per Equity Share) aggregating to Rs. 1617.00 Lakhs on March 21, 2024 through initial public offer. The equity shares of the Company listed with Emerge platform of National Stock Exchange of India Limited on March 22, 2024.
3. CHANGE OF THE NAME OF THE COMPANY AND CONVERSION FROM PRIVATE LIMITED TO PUBLIC LIMITED AND SHIFTING OF REGISTERED OFFICE
Change of Name of the Company and Conversion from Private Limited to Public Limited
Our Company was originally incorporated as a Private Limited Company under the Companies Act, 1956 in the name and style of "Enser Communications Private Limited" bearing corporate identification number U64200MH2008PTC182752, dated May 28, 2008 issued by the Registrar of Companies, Mumbai. During the Year under Review, the Company was converted from "Private Limited" to "Public Limited" and consequently the name of the Company be changed from "Enser Communications Private Limited" to "Enser Communications Limited" pursuant to a shareholders' resolution passed at an Extra-ordinary General Meeting held on August 18, 2023, and a fresh Certificate of Incorporation dated September 11,2023 was issued by Registrar of Companies, Mumbai bearing corporate identification number U64200MH2008PLC182752 consequent upon conversion from private company to public company. The Corporate Identification Number again changed to L64200MH2008PLC182752, at time of equity shares of the Company listed with Emerge platform of National Stock Exchange of India Limited on March 22, 2024.
Shifting of Registered Office of the Company within local limits
The Company has shifted its registered office address to 5th Floor, 501-506, Arihant Aura, Turbhe, Navi Mumbai, Sanpada, Thane, Maharashtra -400703 India w.e.f August 18, 2023.
4. INITIAL PUBLIC OFFER
During the period ended March 31, 2024, the Company came up with the public issue of 23,10,000 Equity shares of Face value of Rs. 10/- each ("equity shares") with the issue price band of Rs. 70 through Fixed Price method, IPO was open for subscription from March 15, 2024, to March 19, 2024. The Company has allotted 23,10,000 Equity shares of Face value of Rs. 10/- each ("equity shares") for cash at a price of Rs. 70/- per Equity Share (including a share premium of Rs. 60/- per Equity Share) aggregating to Rs. 1617.00 Lakhs on March 21, 2024. The equity shares of the Company listed with Emerge platform of National Stock Exchange of India Limited on March 22, 2024. The issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
The success of IPO reflects the trust and confidence of stakeholders in the Board and Management of the Company.
5. STATEMENT OF DEVIATION(S) OR VARIATION(S)
In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated March 9, 2024, in respect of the Initial Public Offering of the Company.
During the Year under Review, the Company has fully utilized the Proceeds Raised through IPO in the Following manner and there is no deviation or variation in the use of proceeds, from the objects as stated in the Prospectus.
|
Total IPO Proceeds:
|
|
Setting up of new service unit
|
725
|
|
To meet Working Capital Requirements
|
437
|
|
Gross Proceeds of IPO
|
385
|
|
Issue related expenses
|
70
|
|
Total net proceeds of IPO
|
1617
|
| |
|
Statement of Utilization: (till 31.03.2024)
|
|
1. Setting up of new service unit
|
45
|
|
2. Working Capital Requirement
|
223.69
|
|
3. General Corporate purpose
|
-
|
|
4. Issue Related Expenses
|
51.96
|
|
Total
|
320.65
|
|
Pending For Utilization
|
1296.35
|
6. DEPOSITS
During the year under review, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. DIVIDEND
The Board of Directors of your Company, with a view of ploughing back of profit do not recommend any Dividend for the year ended on March 31, 2024.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education and Protection Fund.
9. AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES
During the year under review, the Company has not transferred any amount to General Reserve.
10. CHANGE IN THE NATURE OF BUSINESS. IF ANY
During the financial year under review, there was no change in the nature of the business of the Company.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.
Your Company's Board consists of learned professionals and experienced individuals from different fields. As on the date of report, your Board comprises of Six Directors, Company Secretary and Chief Financial Officer. Amongst the directors, three are Executive and three are Non-Executive Directors including two Independent Director and one woman director on the Board.
The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:
|
S.
No.
|
Name of Director
|
Designation
|
DIN
|
Date of Appointment
|
Date of Appointment at current designation
|
Date of Resignation
|
|
1.
|
Mr. Rajnish Omprakash Sarna
|
Managing Director
|
02093291
|
May 28, 2008
|
September 12, 2023
|
-
|
|
2.
|
Mr. Harihara Subramanian Iyer
|
Whole Time Director
|
02093133
|
May 28, 2008
|
September 12, 2023
|
-
|
|
3.
|
Mrs. Gayatri Sarna
|
Whole Time Director
|
07316414
|
June 21, 2023
|
September 12, 2023
|
-
|
|
4.
|
Mrs. Sindhu Saseedharan Nair
|
Non-Executive
Director
|
10298844
|
September 12, 2023
|
-
|
-
|
|
5.
|
Mr. Sunil Srichand Bhatia
|
Independent
Director
|
10270491
|
August 09, 2023
|
September 12, 2023
|
-
|
|
6.
|
Mr. Pradeep Anand Phadke
|
Independent
Director
|
00370609
|
September 12, 2023
|
-
|
-
|
During the year under review following changes took place in the Board of Directors and Key Managerial Personnel:
1. The Company had appointed Ms. Dimple Thakur as Chief Financial Officer of the company w.e.f. September 5, 2023.
2. The Company had appointed Ms. Muskan as Company Secretary and Compliance Officer of the company w.e.f. September 5, 2023.
3. The Company had appointed Mr. Rajnish Omprakash Sarna as Managing Director of the company w.e.f. September 12, 2023.
4. The Company had appointed Mr. Harihara Subramanian Iyer and Mrs. Gayatri Sarna as Whole Time Director of the company w.e.f. September 12, 2023.
5. The Company had appointed Mrs. Sindhu Saseedharan Nair as Non-Executive Director w.e.f. September 12, 2023.
6. The Company had appointed Mr. Sunil Srichand Bhatia and Mr. Pradeep Anand Phadke as Independent Directors w.e.f. September 12, 2023.
12. MEETINGS
I. BOARD MEETING
During the Financial Year under review 25 (Twenty-Five) meetings of the Board of Directors were held. The dates on which the said meetings were held:
| |
Date of Board Meeting
|
Total Number of
|
Attendance
|
|
Sr
No.
|
directors associated as on the date of meeting
|
Number of directors Attended
|
% of attendance
|
|
1.
|
April 03, 2023
|
2
|
2
|
100
|
|
2.
|
June 19, 2023
|
2
|
2
|
100
|
|
3.
|
June 21, 2023
|
2
|
2
|
100
|
|
4.
|
June 30, 2023
|
3
|
3
|
100
|
|
5.
|
August 09, 2023
|
3
|
3
|
100
|
|
6.
|
August 14, 2023
|
4
|
4
|
100
|
|
7.
|
August 17, 2023
|
4
|
3
|
75
|
|
8.
|
August 25, 2023
|
4
|
3
|
75
|
|
9.
|
August 28, 2023
|
4
|
2
|
50
|
|
10.
|
September 05, 2023
|
4
|
3
|
75
|
|
11.
|
September 11, 2023
|
4
|
3
|
75
|
|
12.
|
September 25, 2023
|
6
|
5
|
75
|
|
13.
|
October 18, 2023
|
6
|
5
|
83
|
|
14.
|
October 31, 2023
|
6
|
4
|
67
|
|
15.
|
November 13, 2023
|
6
|
4
|
67
|
|
16.
|
November 17, 2023
|
6
|
4
|
67
|
|
17.
|
November 24, 2023
|
6
|
5
|
83
|
|
18.
|
December 05, 2023
|
6
|
6
|
100
|
|
19.
|
December 21, 2023
|
6
|
4
|
67
|
|
20.
|
January 11, 2024
|
6
|
4
|
67
|
|
21.
|
January 18, 2024
|
6
|
4
|
67
|
|
22.
|
February 12, 2024
|
6
|
4
|
67
|
|
23.
|
March 04, 2024
|
6
|
6
|
100
|
|
24.
|
March 09, 2024
|
6
|
4
|
67
|
|
25..
|
March 21, 2024
|
6
|
6
|
100
|
II. GENERAL MEETING
During the year under review, the following General Meeting were held:
| |
|
|
Total Number
|
Attendance
|
|
Sr
No.
|
Type of Meeting
|
Date of Meeting
|
of members entitled to date attend meeting
|
Number of members Attended
|
% of
attendance
|
|
1.
|
Extra- Ordinary General Meeting
|
August 18, 2023
|
7
|
7
|
100
|
|
2.
|
Extra- Ordinary General Meeting
|
September 26, 2023
|
10
|
5
|
50
|
|
3.
|
Extra- Ordinary General Meeting
|
November 16, 2023
|
23
|
5
|
22
|
|
4.
|
General Meeting
|
September 12, 2023
|
7
|
5
|
71
|
III. COMMITTEES
The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also applicable on the Company.
Further, the requirement specified in regulations 17 to, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.
During the year under review, Company has constituted the Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee vide Board Resolution dated October 18, 2023.
a) AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.
|
Sr.
No.
|
Name of the Director
|
Designation
|
|
1.
|
Mr. Sunil Srichand Bhatia
|
Chairman and Independent Director
|
|
2.
|
Mr. Pradeep Anand Phadke
|
Member and Independent Director
|
|
3.
|
Mrs. Sindhu Saseedharan Nair
|
Member and Non-Executive Director
|
Ms. Muskan, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.
MEETING OF THE AUDIT COMMITTEE
During the Financial Year under review 2 (Two) meetings of the members of the Audit Committee were held. The dates on which the said meetings were held:
| |
|
Total Number of
|
Attendance
|
|
Sr
No.
|
Date of Audit Committee
|
Members associated as on the date of meeting
|
Number of Members Attended
|
% of
attendance
|
|
1.
|
November 24, 2023
|
3
|
3
|
100
|
|
2.
|
November 30, 2023
|
3
|
3
|
100
|
b) NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.
The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.
|
Sr.
No.
|
Name of the Director
|
Designation
|
|
1.
|
Mr. Sunil Srichand Bhatia
|
Chairman and Independent Director
|
|
2.
|
Mr. Pradeep Anand Phadke
|
Member and Independent Director
|
|
3.
|
Mrs. Sindhu Saseedharan Nair
|
Member and Non-Executive Director
|
Ms. Muskan, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.
meeting of the nomination and remuneration committee
During the Financial Year under review, there were no meetings of the members of the Nomination and Remuneration Committee.
c) STAKEHOLDER RELATIONSHIP COMMITTEE:
The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.
|
Sr.
No.
|
Name of the Director
|
Designation
|
|
1.
|
Mr. Sunil Srichand Bhatia
|
Chairman and Independent Director
|
|
2.
|
Mrs. Sindhu Saseedharan Nair
|
Member and Non-Executive Director
|
|
3.
|
Mrs. Gayatri Sarna
|
Member, Whole Time Director
|
MEETING OF THE STAKEHOLDER RELATIONSHIP COMMITTEE
During the Financial Year under review, there were no meetings of the members of the Stakeholders Relationship Committee.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
(i) Initial Public Offer and Listing of Shares:
The Company made its public offer of equity shares in accordance with SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2018, wherein 23,10,000 Equity Shares were issued through the Initial Public Offer. The public issue was opened on March 15, 2024 and closed on March 19, 2024 for all applicants at an offer price of Rs. 70 /-per equity Share (including premium of Rs. 60 per Equity share). The shares were allotted on March 21, 2024 to the respective successful applicants under various categories as approved by National Stock Exchange of India Limited.
The members of the Company had passed a Special Resolution in Extra Ordinary General Meeting held on November 16, 2023 for listing its Equity shares on SME Platform of NSE Limited ("NSE Emerge"), M/s Fast Track Finsec Private Limited acted as Lead Manager to execute the listing procedure in compliance with SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 & Securities Contract Regulation Act, 1956.
The equity shares of your Company are listed on NSE Limited with effect from March 22, 2024 pursuant to Initial Public Offer of the Company.
(ii) Alteration of Memorandum of Association
There was an alteration in Memorandum of Association during the period.
(iii) Alteration of Article of Association
There was an alteration in Article of Association during the period.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013
Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.
15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.
The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.
16. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section 135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs. 500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs. 1000 Crore) or more; or Net Profit of Rupees Five Crore (Rs. 5 Crore) or more during the immediately preceding financial year, is required to constitute a Corporate Social Responsibility Committee ("CSR Committee") of the Board. But this provision is not applicable to your company; as during the immediately preceding financial year, company has not reached this limit.
17. CORPORATE GOVERNANCE
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year.
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.
18. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS
As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.
As your Company is also listed on Emerge Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 01, 2017.
19. DISCLOSURES BY DIRECTORS
The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.
20. DISQUALIFICATIONS OF DIRECTORS
During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.
21. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.
22. HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
23. PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are forming part of the Annual Report, annexed to the Report as "Annexure-I".
24. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Outcome of Evaluation:
Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC -2 as "Annexure-II".
26. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under sub section (3) (m) of Section 134 of the Companies Act, 2013 read with rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure III".
27. NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
28. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate Company hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.
29. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company's code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.
30. 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
During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
31. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").
32. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:
a. That in the preparation of the annual accounts for the financial year ended March 31, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year review;
c. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. That the directors had prepared the annual accounts for the financial year ended March 31, 2024 on a going concern basis;
e. That 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 and
f. That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
33. AUDITORS & AUDITOR'S REPORT a. Statutory Auditor:
Resignation of Statutory Auditor
The Auditors, M/s. R.A. Rajput & Co., Chartered Accountants, Thane (Firm Registration No.: 116387W), has tendered his resignation as the company is planning for Initial Public Offer due to which the levels of
operations has been increased and a larger team is required for performing the audit, which was not the case when they accepted the assignment, thus considering the above facts Board has accepted its resignation dated September 5,2023.
The Board hereby places its appreciation for the outstanding contribution made by M/s R.A. Rajput & Co., Chartered Accountants, Thane during his tenure.
Appointment of Statutory Auditor on Casual Vacancy Caused Due to Resignation of Earlier Auditor
Your company appointed M/s. Mukeshkumar Jain & Co., Chartered Accountants, Ahmedabad (Firm Registration No.: 106619W), Ahmedabad as the Statutory Auditors of the Company for the Financial Year 2023- 24. The Auditors, M/s. Mukeshkumar Jain & Co., Chartered Accountants, Ahmedabad (Firm Registration No. : 106619W), appointed as the Statutory Auditors of the Company for the financial year 2023-24, to fill the casual vacancy caused due to the resignation of earlier auditor of the Company namely M/s. R.A. Rajput & Co., Chartered Accountants, (Firm Registration No.: 116387W) from Thane and to hold office until the ensuing Annual General Meeting ('AGM'). During the Extraordinary General Meeting on September 26, 2023, the members approved the aforementioned appointment..
Re-appointment of Statutory Auditor
In pursuance of the recommendation received from Audit Committee of the Company, the Board has approved re-appointment of M/s. Mukeshkumar Jain & Co., Chartered Accountants, Ahmedabad (Firm Registration No.: 106619W), Ahmedabad as the Statutory Auditors of the Company for a period of 5 years from conclusion of ensuing AGM to conclusion of AGM to be held in the financial year 2028-2029 subject to approval of members at the ensuing AGM.
As per the provisions of Section 139 of the Act, they have given their consent for the re-appointment and confirmed that the re-appointment, if made, would be in accordance with the conditions as prescribed under the Act and applicable Rules. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
Auditor's Report
The Auditor's Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors' Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor's report is enclosed with the financial statements in this Auditor's Report.
b. Secretarial Auditor
The equity shares of the Company were listed on the Emerge platform of the National Stock Exchange of India Limited on March 22, 2024. In accordance with Section 204 of the Companies Act, 2013, and the Rules made thereunder, the applicability of Secretarial Audit is not required for the Financial Year 2023-24.
However, for the Financial Year 2024-25, the Company has appointed M/s Neena Deshpande & Co., Company Secretaries, (M. No. 7240 and CP: 7833) to conduct the Secretarial Audit.
c. Cost auditors
The cost audit is not applicable to the Company pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.
d. Internal auditors
The Company has appointed M/s P.N. Khanna & Co. (FRN 002252N, M. No. 559426), Practicing Chartered Accountants as an Internal Auditor of the Company for the F.Y 2023-24 as per the requirements of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.
34. ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year ended 31st March, 2024 is available on the Company's website and can be accessed at www.enser.co.in.
35. FAMILIARISATION PROGRAMMES
The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company's website www.enser.co.in
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure - IV".
37. DEMATERIALISATION OF EQUITY SHARES
The entire shareholding of the Company is in DEMAT mode. The ISIN of the Company is INE0R9I01013.
38. LISTING AND DEPOSITORY FEES
Your Company has paid Annual Listing fees for the financial year 2024-2025 to National Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year 2024-2025.
39. CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.
40. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
41. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the reporting period, no application made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
42. RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Director's have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company's management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).
43. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
44. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
Mrs. Gayatri Sarna, Whole Time Director, is wife of Mr. Rajnish Omprakash Sarna, Managing Director of the Company and Mrs. Sindhu Saseedharan Nair, Non-Executive Non independent Director, is wife of Mr. Harihara Subramanian Iyer, Whole Time Director of the Company.
45. SECRETARIAL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.
46. WEBSITE OF THE COMPANY
Your Company maintains a website www.enser.co.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
47. ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.
The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.
For & on behalf of the Board Enser Communications Limited
(formerly Enser Communications Private Limited)
Sd/- Sd/-
Rajnish Omprakash Sarna Harihara Subramanian Iyer
Managing Director Whole Time Director
DIN: 02093291 DIN: 02093133
Date: August 31, 2024 Place: Gurugram
|