As on: Apr 25, 2024 05:56 AM
To
The Members
Containe Technologies Limited
Your Directors take pleasure in presenting the Fifteenth Annual Report together with the Audited Balance Sheet and the Statement of Profit or Loss for the period ended 31st March 2023 along with the Report of the Board &Statutory Auditors of your Company.
1. FINANCIAL RESULTS:
The Company's financial performance, for the year ended 31st March 2023 is summarized below:
(Rupees in Thousands)
Particulars
Revenue from Operations
Other Income
Total Income
Profit before Finance Cost, Depreciation and Tax
Finance Cost
Depreciation
Profit Before Tax
Less: Current tax
Deferred Tax Liability
Profit After Tax
FINANCIAL PERFORMANCE:
The Company continued on its growth trajectory in Financial Year 2022-23. During the year under review, your Company reported a top-line growth of 127% over the previous year. The Revenue from operations amounted to Rs. 47,171,410/- as against Rs. 20,694,650/- in the previous financial year. The Company can capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies.
2. BUSINESS OPERATIONS:
The Company is primarily engaged in the business of manufacturing AIS-018 and AIS140 Safety and Security Components, namely Speed Limiting Devices and Vehicle Location Tracker Devices and manufacturing of Dual/Multi Profile E-SIMs. Your Company has government approvals from the various state governments to carry on the business.
3. MATERIAL EVENTS DURING THE FINANCIAL YEAR:
Your Company during the year has converted itself into a Public Limited Company and invited the public to subscribe its securities through an Initial Public Company offer of Rs. 261.60 lakhs and got listed on the BSE SME Exchange on 30th September 2022.
4. DIVIDEND:
The Board of Directors of the Company did not recommend any dividend during the FY 2022-23 as they want to plough back the profits for the future development of Company.
5. CORPORATE GOVERNANCE REPORT:
The Company's paid-up equity share capital is less than Rs. 10 crores and net worth is less than Rs. 25 crores as on the last day of the previous financial year. As such, according to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015, the compliances with respect to Corporate Governance disclosures are not applicable to your Company. However, your Company strives to incorporate the appropriate standards for Corporate Governance in the interest of the stakeholders of the Company.
6. TRANSFER TO RESERVES:
The Directors are not proposing to transfer any amount to reserves during the Financial Year under review.
7. DEPOSITS:
During the financial year under review the Company has not accepted any deposits in pursuance of Chapter V Companies (Acceptance of Deposits) Rules, 2014.
8. SHARE CAPITAL AND INTIAL PUBLIC OFFERING:
a) Further Issue of Shares:
Your Company allotted 1,50,000 equity shares by way of Rights Issue and 1,00,000 equity shares in lieu of conversion of unsecured loans during the financial year under review.
b) Initial Public Offering (IPO):
During the Financial Year 2022-23, your Company entered into the Securities Market through Initial Public Offering (IPO). The public issue comprised of Fresh Issue of 17,44,000 Equity Shares of Rs. 10/- each at a premium of Rs. 5/- per share aggregating to Rs. 2,61,60,000/-.
Equity Shares of the Company are listed at BSE SME Exchange and is regularly traded on the exchange w.e.f. September 30, 2022.
During the year your Company has allotted 19,94,000 Equity Shares, therefore the paid up Share Capital of the Company has increased from Rs. 4,25,00,000 /- to Rs. 6,24,40,000/- and all the entire shares of the Company are in dematerialized form.
9. STATEMENT OF DEVIATION(S) OR VARIATION(S):
The proceeds of the money raised by Initial Public Offer were fully utilized towards the objects as stated in the prospectus.
10. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in business of the Company during the last financial year.
11. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:
There were no events subsequent to the date of Financial Statements.
12. NUMBER OF BOARD MEETINGS/ COMMITTEE/ SHAREHOLDERS MEETINGS CONDUCTED DURING THE YEAR:
a. Board Meeting:
During the year ended March 31,2023, the Board met 11 (Eleven) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below:
S
S,' Date of Board Meeting No.
1. 20/04/2022
2. 07/05/2022
3. 13/05/2022
4. 20/05/2022
5. 04/07/2022
6. 15/07/2022
7. 17/08/2022
8. 14/09/2022
9. 27/09/2022
10. 14/11/2022
11. 22/02/2023
Number of Board Meetings attended by each Director during the financial year 2022-23:
Name of Director No.
1. Mr. Anand Kumar Seethala
2. Ms. Botcha Bhavani
3. Ms. VijayaKumariBotcha
4. Mr. Madhi Doraiswamy
5. Mr. Sunmeet Singh
The Meetings of the following Committees held on the respective dates as mentioned below:
b. Audit Committee:
1. 15/07/2022
2. 6/11/2022
3. 14/11/2022
S. ”. Name of Director No.
1 Ms. Botcha Bhavani
2 Mr. Madhi Doraiswamy
3 Mr. Sunmeet Singh
c. Stakeholders Relationship Committee:
1 Mr. Anand Kumar Seethala
20
d. Nomination and Remuneration Committee:
1. 14/11/2022
S. No. Name of Director
13. COMMITTEES OF THE BOARD:
The Company constituted Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee to comply with the provisions of the Companies Act, 2013.
1. AUDIT COMMITTEE:
The Audit Committee consists of:
1. Mr. Sunmeet Singh, Non-Executive, Independent Director - Chairman;
ii. Mr. Madhi Doraiswamy, Non-Executive, Independent Director - Member;
iii. Ms. Vijayakumari Botcha, Director -Member.
All the recommendations made by the members of Audit Committee were accepted by the Board.
2. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of:
i. Mr. Madhi Doraiswamy,Non-Executive, Independent Director- Chairman;
ii. Mr. Sunmeet Singh,Non-Executive, Independent Director-Member;
iii. Ms. Vijayakumari Botcha, Director - Member.
3. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee consists of:
i. Mr. Sunmeet Singh,Non-Executive, Independent Director - Chairman;
ii. Mr. Madhi Doraiswamy,Non-Executive, Independent Director-Member;
iii. Mr. Anand Kumar Seethala, Managing Director - Member.
14. DIRECTORS AND KEY MANEGERIAL PERSONNEL OF THE COMPANY:
*Mrs. Nikitha Sarda was appointed as Company Secretary and Compliance Officer on 10th April 2023.
15. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR:
During the Financial year 2022-23 the following changes have taken place in the Key Managerial Personnel Directorship of the Company:
1. Mrs. Nikitha Sarda resigned from the position of Company Secretary and Compliance Officer w.e.f. 14th November 2022;
2. Mr. Sunmeet Singh and Mr. Madhi Doraiswamy were appointed as Director of the Company (Non-Executive Independent Director) of the Company on 21st September 2022.
3. Ms. Vijayakumari Botcha was appointed as Director of the Company (Non-Executive) of the Company on 21st September 2022.
4. Mr. Vijay Kumar Jojoda was appointed as Chief Financial Officer on 7thMay 2022.
16. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:
(i) That in the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to any material departures;
(ii) that 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 2023 and of the profit or loss of the company for that period;
(iii) that 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) that the directors had prepared the annual accounts for the period ended 31st March 2023 on a going concern basis.
(v) that 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.
17. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (7) OF SECTION 149 OF THE COMPANIES ACT, 2013:
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Sub-Section (7) Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in (6) of section 149 of Companies Act, 2013 and
Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
18. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:
The Company follows a policy on remuneration of directors and other senior managerial personnel. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board.
19. RELATED PARTY TRANSACTIONS:
All the related party transactions are entered in the ordinary course of business and on arm's length basis they are in compliance with the applicable provisions of Companies Act 2013 and listing regulations. Additional Disclosure 17 to the Financial Statements can be referred for detailed related party transactions.
The Company has adopted a related party transactions policy and the said policy as approved by the board is uploaded on the Company's website https://containe.in/.
20. NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:
Your Company has no Subsidiaries, Associates and Joint Ventures during the financial year under review.
21. MECHANISM FOR 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 ScheduleIV of the Companies Act, 2013.
The Directors evaluation was broadly based on the parameters such as understanding of the Company's vision, objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.
The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.
A meeting of the Independent Directors was also held which reviewed performance of nonindependent directors, performance of the board as a whole and performance of the chairman after taking into account the views of executive directors and non-executive directors and assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required by the provisions of Companies Act, 2013, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are provided in Annexure -I.
23. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
There were no significant and material orders that were passed by the regulators or courts or tribunals against your company.
24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has effective ‘internal financial controls' that ensure an orderly and efficient conduct of its business, including adherence to 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.
There are adequate controls relating to strategic, operational, environmental and quality related aspects too.
While these controls have been effective through-out the year, these are reviewed on a periodic basis for any changes/ modifications to align to business needs.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Your Company has not given any loan or guarantee to any person or body corporate nor invested in any body corporate during the Financial Year 2022-23 pursuant to Section 186 of Companies Act, 2013.The Company has extended loans to Managing Director and Whole time Director pursuant to the provisions of Section 185 of Companies Act, 2013 relating to “Loan as a part of the conditions of services extended by the company to all its employees.” The loan amounted extended to Directors carry rate of interest of 12% per annum.
26. RISK MANAGEMENT:
The Board of Directors of the Company formulates implements and monitors the risk management framework for the Company.
The Board evaluates risk management systems and internal financial controls. The Board reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.
27. PARTICULARS OF EMPLOYEES:
Pursuant to Rule 5 pursuant to the Companies (Appointment and Remuneration Managerial Personnel) Rule, 2014 of the Companies Act, 2013, there are no employees who are in receipt of remuneration of 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 as furnished in Annexure-II.
28. AUDITORS AND AUDITORS REPORT:
Your Company's Auditors M/s. Dhanunjaya & Haranath, Chartered Accountants, bearing Firm Registration No: 014288S as Statutory Auditors of the Company in the 14th Annual General Meeting held on 21st September 2022 to hold the office from the conclusion of the 14th Annual
General Meeting till the conclusion of the 19th Annual General Meeting in accordance with Section 139 of the Companies Act, 2013.
The Auditors' Report for financial year 2022-23 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.
29. SECRETARIAL AUDITOR AND THEIR REPORT:
The Board has appointed R&A Associates, Company Secretaries a firm of Practicing Company Secretaries, Hyderabad as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended 31st March 2023 in compliance with the provisions of Section 204 of the Companies Act, 2013.The Secretarial Audit Report issued by R&A Associates, Company Secretaries, in Form MR-3 is enclosed as Annexure-III.
30. INTERNAL AUDIT:
Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rule,2014 as amended from time to time, the Board of Directors had appointed M/s R. Subramanian & Company LLP., Chartered Accountants,Hyderabad as an Internal Auditor of the Company to conduct internal audit of the Company.
31. EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company athttps://containe.in/.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis report has been separately furnished as Annexure- IVin the Annual Report and forms a part of the Annual Report.
33. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website https://containe.in/:
• Archival Policy
• Code of Conduct For Directors _ Senior Management Personnel
• Code of Practices And Fair Disclosure of UPSI
• Familiarization Programme For Independent Directors
• Materiality of Events Policy
• Nomination And Remuneration Policy
• Policy on Related Party Transactions
• Policy For Determining Material Subsidiary
• Policy For Inquiry in case of leak of UPSI
• Terms And Conditions - For the Appointment of an independent Director
• Whistle Blower Policy - Vigil Mechanism
34. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India while organizing the Board and Annual General Meetings.
35. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 135 of the Companies Act, 2013 read with Companies(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31, 2023. Hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.
36. DISCLOSURE PERTAINING TO SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:
Your Directors promote a productive work environment and do not tolerate any conduct by any employee that disrupts, harasses, intimidates, or interferes with another's work performance. While all forms of harassment are prohibited, it is the policy of your Company to emphasize that sexual harassment, particularly towards women, is specifically prohibited. Every employee shall, at all the times, maintain office decorum in dealing with colleagues.
Also, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGMENT:
Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The Board also desires to place on record its sincere appreciation for the support and co-operation that the company received from the customers, strategic partners, bankers, auditors, consultants and all others associated with the company.The company looks upon them as partners in its progress. It will be the company's endeavor to build and nurture strong links with trade based on mutuality, respect and cooperation.
For and on behalf of the Board of Directors CONTAINE TECHNOLOGIES LIMITED
Sd/-
ANAND KUMAR SEETHALA
BOTCHA BHAVANI Whole time Director
Managing Director DIN:01575973
DIN:02299110
Add: Flat No. 966-968,
Add:37-18/966,968,
Defence Colony,
Flat No.102,
Near Sainikpuri Park, Sainikpuri, Tirumalgiri,
Near Water Reservioor,
Gks Park VeiwApts, Defence Colony,
Place: Secundrabad Date: 31st August 2023
Hyderabad-500094, Telangana, India
Sainikpuri,