Mar 31, 2025
Your Directors take pleasure in presenting the Sixteenth (17th)Annual Report together with the
Audited Balance Sheet and the Statement of Profit or Loss for the period ended 31st March 2025
along with the Report of the Board & Statutory Auditors of your Company.
1. FINANCIAL RESULTS:
The Companyâs financial performance, for the year ended 31st March 2025 is summarized
below:
(Rupees in Thousands)
|
Particulars |
2024-2025 |
2023-2024 |
|
Revenue from Operations |
153,473.60 |
100,115.65 |
|
Other Income |
604.52 |
1,317.28 |
|
Total Income |
154,078.12 |
101,432.93 |
|
Profit before Finance Cost, Depreciation and Tax |
20,597.57 |
24,072.67 |
|
Finance Cost |
7,132.59 |
8,393.83 |
|
Depreciation |
1,417.58 |
1,342.77 |
|
Profit Before Tax |
12,047.40 |
14,336.07 |
|
Less: Current tax |
(3,956.29) |
(3,608.89) |
|
Deferred Tax Liability |
871.42 |
(28.79) |
|
Profit After Tax |
8,962.53 |
10,698.39 |
2. FINANCIAL PERFORMANCE AND STATE OF COMPANYâS AFFAIRS:
In the Financial Year 2024-25, the Company continued its strong growth momentum, delivering
impressive top-line performance.We are pleased to report that revenue rose to 15,34,73,597/
-, reflecting a substantial increase of 53.29% over the previous yearâs figure of 10,01,15,649/¬
. This remarkable growth highlights our ability to capitalize on favourable market conditions
through a combination of operational excellence, improved efficiency, and effective strategic
execution.
We are also pleased to inform you that the Company has secured requisite approvals from
multiple state governments to operate its business, further strengthening our foundation for
future expansion.
3. CHANGE IN NATURE OF BUSINESS. IF ANY:
During the financial year under review, there was no changes in the nature of its business
4. MATERIAL EVENTS DURING THE FINANCIAL YEAR:
During the financial year, the Company, with the approval of its Board of Directors, Members,
and in-principal approval received from BSE, issued and allotted 24,50,000 equity share warrants
on a preferential basis at an issue price of 86 per warrant, aggregating to 21,07,00,000
(including share premium). The issue was undertaken in compliance with the applicable
provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018.
The key terms of the issue are as follows:
1. Each warrant is convertible into one fully paid-up equity share of face value 10 at an issue
price of 86 per share (including a premium of 76).
2. The warrants were allotted to the respective holders on 10thOctober 2024.
3. 25% of the issue price was received at the time of allotment of warrants.
4. The remaining 75% shall be payable upon exercising the option for conversion into equity
shares.
5. Warrant holders have the right to convert the warrants into equity shares, in one or more
tranches, within 18 months from the date of allotment, i.e., by 10thApril 2026.
6. Warrants not exercised within the stipulated period will lapse, and the amount paid at the
time of allotment will be forfeited by the Company.
As of 31st March 2025, no warrant holder has exercised the option to convert the warrants into
equity shares.
5. DIVIDEND:
The Board of Directors, after careful evaluation of the Companyâs financial position, future
growth prospects, and working capital requirements, have decided to retain the profits for the
financial year 2024-25. This decision is aligned with the Companyâs strategic objectives of
strengthening its financial position, investing in growth opportunities, and optimizing operational
efficiency. The Board believes that reinvesting the profits will enable the Company to capitalize
on emerging market trends and enhance long-term shareholder value by facilitating sustained
growth, technological investment, and operational efficiency.
6. CORPORATE GOVERNANCE REPORT:
The Company is an SME Listed Company as on the last day of the previous financial year. As
such, according to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, 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.
7. TRANSFER TO RESERVES:
âDuring the financial year under review, the Company has not transferred any sum to reserves
pursuant to the provisions of Section 123 of Companies Act, 2013 for the financial year ended
31st March 2025.â
However, during the year under review profit of Rs. 89,62,558/- was transferred to the Statement
of Profit & Loss account in Reserves & Surplus.
8. 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.
9. SHARE CAPITAL DETAILS:
a) The Authorized Share Capital of the Company is Rs. 10,00,00,000/- divided into 1,00,00,000
Equity Shares of Rs. 10/- each.
b) The Issued Share Capital of the Company is Rs. 6,24,40,000/- divided into 62,44,000
Equity Shares of Rs. 10/- each.
c) The Paid-up Share Capital of the Company is Rs. 6,24,40,000/- divided into 62,44,000
Equity Shares of Rs. 10/- each.
During the year there has been no change in the Authorized, Issued and Paid-up Capital of the
Company and entire shares of the Company are in dematerialized form.
10. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The Provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no
dividend declared and paid during the last 7 years.
11. STATEMENT OF DEVIATION(S) OR VARIATION(S):
The proceeds of the money raised through Preferential issue of equity share warrants during the
Financial Year 2024-25have been fully utilized for the purposes stated in the Offer Letter.
12. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:
Subsequent to the date of the Financial Statement, the Authorized Share Capital of the company
has been increased from Rs.10,00,00,000/- (Rupees Ten Crores Only) to Rs. 20,00,00,000/-
(Rupees Twenty Crores Only).
13. DIRECTORS AND KEY MANEGERIAL PERSONNEL OF THE COMPANY:
The following are the Directors and Key Managerial Personnel of the Company:
1. Mr. Anand Kumar Seethala - Managing Director(DIN: 01575973)
2. Mrs. Botcha Bhavani - Whole-Time Director (DIN: 02299110)
3. Mrs. Vijaya kumari Botcha - Non-Executive Director (DIN: 09475695)
4. Mr. Madhi Doraiswamy - Non-Executive-IndependentDirector(DIN:09475483)
5. Mr. Sunmeet Singh - Non-Executive-Independent Director (DIN: 09475107)
6. Mr. Janardhan Mandala - Chief Financial Officer
7. Mrs. Nikitha Sarda - Company Secretary and Compliance Officer
14. RETIREMENT BY ROTATION:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Anand Kumar
Seethala (DIN: 01575973), Managing Director will retire at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment.
The Board recommends his re-appointment. The relevant details including profile of Mr. Anand
Kumar Seethalais included separately in the Notice of the AGM forming part of this report.
15. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED
DURING THE YEAR:
During the Financial year 2024-25,Mr. Vijay Kumar Jogoda resigned from the position of Chief
Financial Officer w.e.f 5th April 2024 and Mr. Janardhan Mandala has been appointed as the
Chief Financial Officer w.e.f 5th April 2024.
16. 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 and SEBI LODR Regulations,2015
1. AUDIT COMMITTEE:
The Audit Committee consists of:
i. Mr. Sunmeet Singh, Non-Executive, Independent Director - Chairperson;
ii. Mr. Madhi Doraiswamy, Non-Executive, Independent Director - Member;
iii. Mrs. Vijaya kumari Botcha, Non-Executive Director - Member.
All the recommendations made by the members of the 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 - Chairperson;
ii. Mr. Sunmeet Singh, Non-Executive, Independent Director - Member;
iii. Mrs. Vijaya kumari Botcha, Non-Executive Director - Member.
3. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee consists of:
i. Mr. Sunmeet Singh, Non-Executive, Independent Director - Chairperson;
ii. Mr. Madhi Doraiswamy, Non-Executive, Independent Director - Member;
iii. Mr. Anand Kumar Seethala, Managing Director - Member.
17. NUMBER OF BOARD MEETINGS/ COMMITTEE/ SHAREHOLDERS MEETINGS CONDUCTED
DURING THE YEAR:
a. Board Meeting:
During the financial year ended 31st March 2025, the Board met 7 (Seven) times. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the
âActâ). The required quorum as per the Act was present in each meeting, the details of Board
meetings are given below:
|
S. No. |
Date of Board Meeting |
No of Directors |
Place of Board |
|
1. |
05/04/2024 |
5 |
Registered Office |
|
2. |
29/05/2024 |
5 |
Registered Office |
|
3. |
20/08/2024 |
3 |
Registered Office |
|
4. |
05/09/2024 |
3 |
Registered Office |
|
5. |
10/10/2024 |
3 |
Registered Office |
|
6. |
14/11/2024 |
5 |
Registered Office |
|
7. |
11/02/2025 |
3 |
Registered Office |
Number of Board Meetings attended by each Director during the financial year 2024-25:
|
S. No. |
Name of Director |
Designation |
No. of Board |
|
1. |
Mr. Anand Kumar Seethala |
Managing Director |
7 |
|
2. |
Mrs. Botcha Bhavani |
Whole-Time Director |
7 |
|
3. |
Mrs. Vijaya Kumari Botcha |
Non-Executive Director |
7 |
|
4. |
Mr. Madhi Doraiswamy |
Independent Director |
3 |
|
5. |
Mr. Sunmeet Singh |
Independent Director |
3 |
The Meetings of the following Committees held on the respective dates as mentioned below:
b. Audit Committee:
The Audit Committee met three (3) times during the financial year on 5thApril 2024, 29thMay, 2024and
14th November 2024.
|
S. No. |
Name of Director |
Designation |
No. of Meetings |
No. of Meetings |
|
1. |
Mr. Sunmeet Singh |
Chairperson |
3 |
3 |
|
2. |
Mr.Madhi Doraiswamy |
Member |
3 |
3 |
|
3. |
Mrs. Vijaya kumari Botcha |
Member |
3 |
3 |
The Nomination and Remuneration Committee met Once (1) during the financial year on 05th April
2024.
|
S. No. |
Name of Director |
Designation |
No. of Meetings |
No. of Meetings |
|
1 |
Mr. Madhi Doraiswamy |
Chairperson |
1 |
1 |
|
2 |
Mrs. Vijaya kumari Botcha |
Member |
1 |
1 |
|
3 |
Mr. Sunmeet Singh |
Member |
1 |
1 |
The Stakeholders Relationship Committee met Once (1) during the financial year on 14th November
2024.
|
S. No. |
Name of Director |
Designation |
No. of Meetings |
No. of Meetings |
|
1. |
Mr. Sunmeet Singh |
Chairperson |
1 |
1 |
|
2. |
Mr.Madhi Doraiswamy |
Member |
1 |
1 |
|
3. |
Mr. Anand Kumar Seethala |
Member |
1 |
1 |
The Independent directors of the Company met Once (1)during the financial year on 14th November
2024.
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 2025, 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
2025 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 2025
on a going concern basis.
(v) 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.
(vi) 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.
19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB¬
SECTION (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.
20. COMPANYâSPOLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATIONINCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES.
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (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.
21. RELATED PARTY TRANSACTIONS:
All the related party transactions are entered in the ordinary course of business and on armâs
length basis they are in compliance with the applicable provisions of Companies Act 2013 and
listing regulations. Additional Disclosure Note No. 18 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 Companyâs website www.containe.in
22. NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:
Your Company has no Subsidiaries, Associates and Joint Ventures during the financial year
under review.
23. MECHANISM FOR BOARD EVALUATION:
The Board of Directors have carried out an annual evaluation of its own performance,
boardcommittees and individual directors pursuant to the provisions of the CompaniesAct,
2013.
The Directors evaluation was broadly based on the parameters such as understanding of the
Companyâs 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 Boardâs 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 non¬
independent 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.
24. 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 -1.
25. 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.
26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has effective âinternal financial controlsâ that ensure an orderly and efficient
conduct of its business, including adherence to companyâs 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.
27. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
Your Company has not given any loan or guarantee to any person or body corporate, neitherhas
given any guarantee or provided security in connection with a loan to any other body corporate
or person, nor acquired by way of subscription, purchase or otherwise, the securities of any
other body corporateduring the Financial Year 2024-25 pursuant to Section 186 of Companies
Act, 2013.
28. UNSECURED LOANS FROM DIRECTORS/RELATIVES OF THE COMPANY:
During the year under review, the Company has taken Unsecured Loans from the Managing
Director, the details of which are provided in Additional Disclosure Note No. 18 of the Financial
Statements.
29. 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.
30. PARTICULARS OF EMPLOYEES:
Pursuant to Rule 5 to the Companies (Appointment and Remuneration Managerial Personnel)
Rule, 2014, 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-ll.
31. AUDITORS AND AUDITORS REPORT:
Your Companyâs Auditors M/s. Dhanunjaya & Haranath, Chartered Accountants, bearing Firm
Registration No: 014288S as Statutory Auditors of the Company in the 14thAnnual 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 Auditorsâ Report for financial year 2024-25 does not contain any qualification, reservation
or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this
Annual Report.
32. SCRETARIAL AUDITOR AND THEIR REPORT:
The Board has appointed M/s. 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 31stMarch 2025 in compliance with the provisions of
Section 204 of the Companies Act, 2013.The Secretarial Auditorsâ Report for financial year
2024-25 does not contain any qualification, reservation or adverse remark.
The Secretarial Audit Report issued by R & A Associates, Company Secretaries, in Form MR-
3 is enclosed as Annexure-lll.
33. 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.
34. 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 at
www.containe.in.
35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis report has been separately furnished as Annexure-
IV in the Annual Report and forms a part of the Annual Report.
36 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 www.containe.in:
⢠Archival Policy
⢠Code of Conduct forDirectors - Senior Management Personnel
⢠Code of Practices and Fair Disclosure of UPSI
⢠Familiarization Programmefor 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
37. 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.
38. 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 31st March,
2024. Hence, your Company is not required to adopt the CSR Policy or constitute the CSR
Committee during the year under review.
39. 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 anotherâs 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.
âAlso, there were no complaints reported under the Prevention of Sexual Harassment of
Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013.â
|
1. |
Number of Sexual Harassment complaints received during the year |
NIL |
|
2. |
Number of Cases disposed of during the year |
NIL |
|
3. |
Number of cases pending for more than 90 days |
NIL |
40. COST AUDIT AND DISCLOSURE RELATING TO MAINTENANCE OF COST RECORDS:
In terms of the provisions of Section 148 and all other applicable provisions of the Companies
Act, 2013, the cost audit is not applicable to this company.
41. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITOR OTHER THAN THOSE
WHICH ARE REORTABLE TO THE CENTRAL GOVERNMENT:
During the year under review, the Statutory Auditors of the Company have not reported any
frauds to the Board of Directors as prescribed under Section 143(12) of the Companies Act,
2013 and rules made thereunder.
42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016:
There is no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year under review.
43. 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:
During the year under review, there was no one-time settlement done by the Company,
accordingly disclosure with respect to difference in valuation and reasons thereof is not
applicable.
44. VIGIL MECHANISM:
The Board at its meeting adopted a vigil mechanism policy that provides a formal mechanism
for all Directors and employees to report their genuine concerns while ensuring that the activities
of the Company are conducted in a fair and transparent manner and approach the Board of
Directors of the Company about the unethical behaviour, actual or suspected fraud or violation
of the Companyâs Code of conduct or ethics. During the year, there were no complaints received
in this respect.
45. DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS
OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL:
The Company has complied with the requirements about code of conduct for Board Members
and Senior Management Personnel. The said code of conduct is available on the website of
the Company atwww.containe.in.
46. MATERNITY BENEFIT COMPLIANCE:
The Company has complied with all the provisions of Maternity Benefit Act, 1961, including
provisions relating to leave, maternity benefits and workplace support.
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 othersstakeholders associated with
the company. The company looks upon them as partners in its progress. It will be the companyâs
endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation.
For and on behalf of the BOard of Directors
CONTAINE TECHNOLOGIES LIMITED
ANAND KUMAR SEETHALA BOTCHA BHAVANI
Managing Director Whole time Director
DIN: 01575973 DIN:02299110
Add: Flat No. 966-968, Defence Colony, Add:37-18/966,968, Flat No.102,
Near Sainikpuri Park, Sainikpuri, Gks Park VeiwApts, Defence Colony,
Tirumalgiri,Hyderabad-500094, Near Water Reservioor, Sainikpuri,
Telangana, India Hyderabad-500094, Telangana, India
Place: Secunderabad
Date: 5th September, 2025
Mar 31, 2024
Your Directors take pleasure in presenting the Sixteenth (16th)Annual Report together with the Audited Balance Sheet and the Statement of Profit or Loss for the period ended 31st March 2024 along with the Report of the Board & Statutory Auditors of your Company.
The Company''s financial performance, for the year ended 31st March 2024 is summarized below:
(Rupees in Thousands)
|
Particulars |
2023-24 |
2022-23 |
|
Revenue from Operations |
100,115.65 |
47,171.41 |
|
Other Income |
1,317.28 |
2,696.45 |
|
Total Income |
101,432.93 |
49,867.86 |
|
Profit before Finance Cost, Depreciation and Tax |
24,072.67 |
10,419.80 |
|
Finance Cost |
8,393.83 |
4,508.11 |
|
Depreciation |
1,342.77 |
1,227.37 |
|
Profit Before Tax |
14,336.07 |
4,684.32 |
|
Less: Current tax |
(3,608.89) |
(1,120.49) |
|
Deferred Tax Liability |
(28.79) |
(66.92) |
|
Profit After Tax |
10,698.39 |
3,496.91 |
In the Financial Year 2023-24, the Company maintained its robust growth trajectory. We are pleased to report significant top-line growth, with revenues reaching Rs. 10,01,15,650/-, marking a remarkable increase of 112.24% compared to Rs. 4,71,71,410/- in the previous financial year. This achievement underscores our ability to leverage favorable market conditions, driven by operational excellence, heightened efficiency, and effective strategic execution.We are pleased to inform you that our Company has obtained government approvals from several state governments to operate its business.
During the financial year under review, there was no changes in the nature of its business
During the year, the Company has obtained approval from its Board of Directors and Membersto issue fresh shares through Further Public Offer, in compliance with the provisions of Companies Act,2013, SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (LODR), and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR). The issue size of which is Rs. 20 Crores, inclusive of share premium, and the process is currently underway.
The Board of Directors of the Company did not recommend any dividend during the Financial Year 2023-24 as they want to plough back the profits for the future developments of the Company.
The Company is an SME Listed Company as on the last day of the previous financial year. As such, according to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, 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.
During the Financial Year under review, the Company has transferred Rs. 1,06,98,390 to the Statement of Profit & Loss account in Reserves & Surplus.
During the financial year under review the Company has not accepted any deposits in pursuance of Chapter V Companies (Acceptance of Deposits) Rules, 2014.
a) The Authorized Share Capital of the Company is Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs. 10/- each.
b) The Issued Share Capital of the Company is Rs. 6,24,40,000/- divided into 62,44,000 Equity Shares of Rs. 10/- each.
c) The Paid-up Share Capital of the Company is Rs. 6,24,40,000/- divided into 62,44,000 Equity Shares of Rs. 10/- each.
During the year there has been no change in the Authorized, Issued and Paid-up Capital of the Company and entire shares of the Company are in dematerialized form.
The Provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid during the last 7 years.
The proceeds of the money raised by Initial Public Offer during the Financial Year 2022-23 were fully utilized towards the objects as was stated in the prospectus.
There are no material changes and commitments that occurred subsequent to the date of the Financial Statement which can affect the financial position of the Company.
The following are the Directors and Key Managerial Personnel of the Company:
1. Mr. Anand Kumar Seethala - Managing Director (DIN: 01575973)
2. Mrs. Botcha Bhavani - Whole-Time Director (DIN: 02299110)
3. Mrs. Vijayakumari Botcha - Non-Executive Director (DIN: 09475695)
4. Mr. MadhiDoraiswamy - Independent Director (DIN: 09475483)
5. Mr. Sunmeet Singh - Independent Director (DIN: 09475107)
6. Mr. Vijay Kumar Jogoda* - Chief Financial Officer
7. Mrs. Nikitha Sarda - Company Secretary and Compliance Officer.
*Mr. Vijay Kumar Jogoda has resigned from the position of Chief Financial Officer w.e.f 5th April 2024 and Mr. Janardhan Mandala has been appointed as the Chief Financial Officer w.e.f 5th April 2024.
Pursuant to the provisions of section 152 of the Companies act, 2013, Mrs. Vijaykumari Botcha (DIN: 09475695), Director will retire at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
The Board recommends her re-appointment. The relevant details including profile of Mrs. Vijayakumari Botcha is included separately in the Notice of the AGM forming part of this report.
During the Financial year 2023-24 there were no changes in the Directorships or Key Managerial Personnel of the Company.
However, after the closure of financial Year Mr. Vijay Kumar Jogoda has resigned from the position of Chief Financial Officer w.e.f 5th April 2024 and Mr. Janardhan Mandala has been appointed as the Chief Financial Officer w.e.f 5th April 2024.
The Company constituted Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee to comply with the provisions of the Companies Act, 2013 and SEBI LODR Regulations,2015
The Audit Committee consists of:
1. Mr. Sunmeet Singh, Non-Executive, Independent Director - Chairperson;
ii. Mr. Madhi Doraiswamy, Non-Executive, Independent Director - Member;
iii. Mrs. Vijayakumari Botcha, Non-Executive Director - Member.
All the recommendations made by the members of the Audit Committee were accepted by the Board.
The Nomination and Remuneration Committee consists of:
i. Mr. Madhi Doraiswamy, Non-Executive, Independent Director - Chairperson;
ii. Mr. Sunmeet Singh, Non-Executive, Independent Director - Member;
iii. Mrs. Vijayakumari Botcha, Non-Executive Director - Member.
The Stakeholder Relationship Committee consists of:
i. Mr. Sunmeet Singh, Non-Executive, Independent Director - Chairperson;
ii. Mr. Madhi Doraiswamy, Non-Executive, Independent Director - Member;
iii. Mr. Anand Kumar Seethala, Managing Director -Member.
During the year ended 31st March 2024, the Board met 8 (Eight) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the âActâ). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below:
|
S. No. |
Date of Board Meeting |
No of Directors Attended |
Place of Board Meeting |
|
1. |
10/04/2023 |
5 |
Registered Office |
|
2. |
29/05/2023 |
5 |
Registered Office |
|
3. |
14/08/2023 |
3 |
Registered Office |
|
4. |
31/08/2023 |
3 |
Registered Office |
|
5. |
09/11/2023 |
3 |
Registered Office |
|
6. |
14/11/2023 |
5 |
Registered Office |
|
7. |
23/11/2023 |
3 |
Registered Office |
|
8. |
11/01/2024 |
3 |
Registered Office |
Number of Board Meetings attended by each Director during the financial year 2023-24:
|
S. No. |
Name of Director |
Designation |
No. of Board Meetings attended |
|
1. |
Mr. Anand Kumar Seethala |
Managing Director |
8 |
|
2. |
Mrs. Botcha Bhavani |
Whole-Time Director |
8 |
|
3. |
Mrs. Vijayakumari Botcha |
Non-Executive Director |
8 |
|
4. |
Mr. Madhi Doraiswamy |
Independent Director |
3 |
|
5. |
Mr. Sunmeet Singh |
Independent Director |
3 |
The Meetings of the following Committees held on the respective dates as mentioned below:
The Audit Committee met three (3) times during the financial year on 29th May 2023and 14th November 2023
|
S. No. |
Name of Director |
Designation |
No. of Meetings entitled to attend |
No. of Meetings attended |
|
1 |
Mr. Sunmeet Singh |
Chairperson |
2 |
2 |
|
2 |
Mr.Madhi Doraiswamy |
Member |
2 |
2 |
|
3 |
Mrs. Vijayakumari Botcha |
Member |
2 |
2 |
The Nomination and Remuneration Committee met Once (1) during the financial year on 10th April 2023.
|
S. No. |
Name of Director |
Designation |
No. of Meetings entitled to attend |
No. of Meetings attended |
|
1 |
Mr. Madhi Doraiswamy |
Chairperson |
1 |
1 |
|
2 |
Mrs. Vijayakumari Botcha |
Member |
1 |
1 |
|
3 |
Mr. Sunmeet Singh |
Member |
1 |
1 |
The Stakeholders Relationship Committee met Once (1) during the financial year on 14th November 2023.
|
S. No. |
Name of Director |
Designation |
No. of Meetings entitled to attend |
No. of Meetings attended |
|
1 |
Mr. Sunmeet Singh |
Chairperson |
1 |
1 |
|
2 |
Mr. Madhi Doraiswamy |
Member |
1 |
1 |
|
3 |
Mr. Anand Kumar Seethala |
Member |
1 |
1 |
The Independent directors of the Company met Once (1)during the financial year on 14th November 2023.
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 2024, 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 2024 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 2024 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.
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.
20. COMPANYâS POLICY ON DIRECTORSâ 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.
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 Note No. 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 www.containe.in .
Your Company has no Subsidiaries, Associates and Joint Ventures during the financial year under review.
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of Schedule IV 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.
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.
There were no significant and material orders that were passed by the regulators or courts or tribunals against your company.
The Company has effective âinternal 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.
Your Company has not given any loan or guarantee to any person or body corporate, neither has given any guarantee or provided security in connection with a loan to any other body corporate or person, nor acquired by way of subscription, purchase or otherwise, the securities of any other body corporate during the Financial Year 2023-24 pursuant to Section 186 of Companies Act, 2013.
During the year under review, the Company has taken Unsecured Loans from the Managing
Director, the details of which are provided in Additional Disclosure Note No. 17 of the Financial Statements.
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.
Pursuant to Rule 5 to the Companies (Appointment and Remuneration Managerial Personnel) Rule, 2014, 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.
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 2023-24 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
The Board has appointed M/s. 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 2024 in compliance with the provisions of Section 204 of the Companies Act, 2013.The Secretarial Auditors'' Report for financial year 2023-24 does not contain any qualification, reservation or adverse remark.
The Secretarial Audit Report issued by R & AAssociates, Company Secretaries, in Form MR-3 is enclosed as Annexure-III.
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.
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 at www.containe.in.
The Management Discussion and Analysis report has been separately furnished as Annexure-IV in the Annual Report and forms a part of the Annual Report.
In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website www.containe.in:
⢠Archival Policy
⢠Code of Conduct forDirectors - Senior Management Personnel
⢠Code of Practices and Fair Disclosure of UPSI
⢠Familiarization Programmefor 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
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India while organizing the Board and Annual General Meetings.
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 31st March, 2024. Hence, your Company is not required to adopt the CSR Policy or constitute the CSR Committee during the year under review.
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.
In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, the cost audit is not applicable to this company.
During the year under review, the Statutory Auditors of the Company have not reported any frauds to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
43. 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:
During the year under review, there was no one-time settlement done by the Company, accordingly disclosure with respect to difference in valuation and reasons thereof is not applicable.
The Board at its meeting adopted a vigil mechanism policy that provides a formal mechanism for all Directors and employees to report their genuine concerns while ensuring that the activities of the Company are conducted in a fair and transparent manner and approach the Board of Directors of the Company about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of conduct or ethics. During the year, there were no complaints received in this respect.
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 stakeholders 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 co-operation.
For and on behalf of the Board of Directors CONTAINE TECHNOLOGIES LIMITED
Sd/- Sd/-
ANAND KUMAR SEETHALA BOTCHA BHAVANI
Managing Director Whole time Director
DIN:01575973 DIN:02299110
Add: Flat No. 966-968, Add:37-18/966,968,
Defence Colony, Flat No.102,
Near Sainikpuri Park, Gks Park VeiwApts,
Sainikpuri, Defence Colony,
Tirumalgiri, Near Water Reservioor,
Place: Secundrabad Hyderabad-500094, Sainikpuri,
Date: 20th August 2024 Telangana, India Hyderabad-500094,
Telangana, India
Mar 31, 2023
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.
The Company''s financial performance, for the year ended 31st March 2023 is summarized below:
|
Particulars |
2022-23 |
2021-22 |
|
Revenue from Operations |
47,171.41 |
20,694.65 |
|
Other Income |
2696.45 |
3.43 |
|
Total Income |
49867.86 |
20698.08 |
|
Profit before Finance Cost, Depreciation and Tax |
39,448.06 |
17,006.85 |
|
Finance Cost |
4508.11 |
1905.50 |
|
Depreciation |
1227.37 |
902.82 |
|
Profit Before Tax |
4684.32 |
882.89 |
|
Less: Current tax |
1,120.49 |
384.79 |
|
Deferred Tax Liability |
66.92 |
64.22 |
|
Profit After Tax |
3,496.91 |
433.88 |
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.
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.
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.
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.
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.
The Directors are not proposing to transfer any amount to reserves during the Financial Year under review.
During the financial year under review the Company has not accepted any deposits in pursuance of Chapter V Companies (Acceptance of Deposits) Rules, 2014.
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.
The proceeds of the money raised by Initial Public Offer were fully utilized towards the objects as stated in the prospectus.
There is no change in business of the Company during the last financial year.
There were no events subsequent to the date of Financial Statements.
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 âActâ). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below:
|
S. No. |
Date of Board Meeting |
No of Directors Attended |
Place of Board Meeting |
|
1. |
20/04/2022 |
3 |
Registered Office |
|
2. |
07/05/2022 |
3 |
Registered Office |
|
3. |
13/05/2022 |
3 |
Registered Office |
|
4. |
20/05/2022 |
3 |
Registered Office |
|
5. |
04/07/2022 |
3 |
Registered Office |
|
6. |
15/07/2022 |
5 |
Registered Office |
|
7. |
17/08/2022 |
3 |
Registered Office |
|
8. |
14/09/2022 |
3 |
Registered Office |
|
9. |
27/09/2022 |
3 |
Registered Office |
|
10. |
14/11/2022 |
5 |
Registered Office |
|
11. |
22/02/2023 |
3 |
Registered Office |
Number of Board Meetings attended by each Director during the financial year 2022-23:
|
S. No. |
Name of Director |
Designation |
No. of Board Meetings attended |
|
1. |
Mr. Anand Kumar Seethala |
Director |
11 |
|
2. |
Ms. Botcha Bhavani |
Director |
11 |
|
3. |
Ms. VijayaKumariBotcha |
Director |
11 |
|
4. |
Mr. Madhi Doraiswamy |
Independent Director |
2 |
|
5. |
Mr. Sunmeet Singh |
Independent Director |
2 |
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. No. |
Name of Director |
Designation |
No. of Meetings attended |
|
1 |
Ms. Botcha Bhavani |
Director |
3 |
|
2 |
Mr. Madhi Doraiswamy |
Independent Director |
3 |
|
3 |
Mr. Sunmeet Singh |
Independent Director |
3 |
c. Stakeholders Relationship Committee:
|
S. No. |
Name of Director |
Designation |
No. of Meetings attended |
|
1 |
Mr. Anand Kumar Seethala |
Director |
- |
|
2 |
Mr. Madhi Doraiswamy |
Independent Director |
- |
|
3 |
Mr. Sunmeet Singh |
Independent Director |
- |
d. Nomination and Remuneration Committee:
1. 14/11/2022
|
S. No. |
Name of Director |
Designation |
No. of Meetings attended |
|
1 |
Ms. Botcha Bhavani |
Director |
1 |
|
2 |
Mr. Madhi Doraiswamy |
Independent Director |
1 |
|
3 |
Mr. Sunmeet Singh |
Independent Director |
1 |
The Company constituted Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee to comply with the provisions of the Companies Act, 2013.
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.
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.
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.
The following are the Directors and Key Managerial Personnel of the Company:
1. Mr. Anand Kumar Seethala (DIN: 01575973)
2. Ms. Botcha Bhavani (DIN: 02299110)
3. Ms. Vijayakumari Botcha (DIN: 09475695)
4. Mr. Madhi Doraiswamy (DIN: 09475483)
5. Mr. Sunmeet Singh (DIN: 09475107)
6. Mr. Vijay Kumar Jogoda Chief Financial Officer
7. Mrs. Nikitha Sarda* Company Secretary and Compliance Officer.
*Mrs. Nikitha Sarda was appointed as Company Secretary and Compliance Officer on 10th April 2023.
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.
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.
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. COMPANYâS POLICY ON DIRECTORSâ 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.
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/.
Your Company has no Subsidiaries, Associates and Joint Ventures during the financial year under review.
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.
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.
There were no significant and material orders that were passed by the regulators or courts or tribunals against your company.
The Company has effective âinternal 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.
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 âLoan as a part of the conditions of services extended by the company to all its employees.â The loan amounted extended to Directors carry rate of interest of 12% per annum.
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.
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.
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.
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.
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.
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/.
The Management Discussion and Analysis report has been separately furnished as Annexure-IVin the Annual Report and forms a part of the Annual Report.
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/- Sd/-
ANAND KUMAR SEETHALA BOTCHA BHAVANI
Managing Director Whole time Director
DIN:01575973 DIN:02299110
Add: Flat No. 966-968, Add:37-18/966,968,
Defence Colony, Flat No.102,
Near Sainikpuri Park, Gks Park VeiwApts,
Sainikpuri, Defence Colony,
Tirumalgiri, Near Water Reservioor,
Place: Secundrabad Hyderabad-500094, Sainikpuri,
Date: 31st August 2023 Telangana, India Hyderabad-500094,
Telangana, India
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