Your directors have pleasure in presenting their 33rd Annual Report together with the Company’s Audited Financial Statements for the Financial Year ended March 31, 2025.
l.Financial summary or highlights/Performance of the Company:
The Board’s Report is prepared based on the financial statements of the company.
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(Amt. in Lakhs)
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S No
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Particulars
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2024-25
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2023-24
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1.
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Revenue from Operations
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26.52
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0
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2.
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Operating Expenditure
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-
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-
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3.
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Extraordinary Expenses
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-
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-
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4.
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Profit before Tax
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13.90
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-9.89
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5.
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Profit after Tax
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(11.81)
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(9.89)
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2. Results of operations and the state of the Company's affairs:
During the year under review, the revenue of the company from operations is Rs. Nil. It was under CIRP during the last 2 years, and this contributed to financial difficulties in the Company. The Board of Directors is making all efforts for the better opportunities of the company.
3. PERFORMANCE REVIEW:
The Company has incurred a loss during the financial year ended 31st March, 2025. Your Directors are making all efforts to revive the performance of the Company in the future.
4. Change in Capital Structure
The company has an Authorized Share Capital of Rs. 11,00,00,000 (Rupees Eleven Crores only), divided into 1,10,00,000 (One crore ten lakhs) Equity Shares of Rs. 10/- each and has paid-up capital of Rs. 32,34,220, divided into 3,23,422 Equity Shares of Rs. 10- each.
a) Buy Back of securities: The Company has not bought back its shares /securities during the year under review.
b) Sweat Equity: No Sweat Equity Shares are issued during the year under review.
c) Bonus Shares: No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.
Further, the Company underwent a Corporate Insolvency Resolution Process (CIRP) initiated pursuant to a petition filed by its Operational Creditor, M/s. Coleta Software Solution Private Limited, under Section 9 of the Insolvency and Bankruptcy Code, 2016. The petition was admitted by the Hon’ble
National Company Law Tribunal (NCLT), Hyderabad Bench, vide order dated January 5, 2021. During the CIRP, a Resolution Plan was submitted by Mr. Ganapa Narsi Reddy, which was approved by the Committee of Creditors in its fourth meeting held on July 6, 2021, and subsequently by the Hon’ble NCLT vide order dated January 10, 2022.
Pursuant to an advisory issued by BSE, the Company was directed to ensure compliance with Rule 19A(5) of the SCRR, necessitating the maintenance of minimum public shareholding. To give effect to this, the Company filed a Modified Resolution Plan incorporating the said requirement before the Hon’ble NCLT, Hyderabad Bench, which was approved vide order dated February 20, 2024.
As part of the implementation of the approved Resolution Plan, 3,00,000 equity shares were allotted to Mr. Ganapa Narsi Reddy on a preferential basis, resulting in his post-allotment shareholding comprising 92.75% of the total issued and subscribed equity share capital of the Company.
5. Subsidiary Company
As on March 31, 2025, the Company has no subsidiary companies.
6. Public Deposits
Your Company has not accepted any deposits from the public within the meaning of Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.
7. Corporate Governance Report and Management Discussion And Analysis
A Separate report on Corporate Governance Report and Management Discussion and Analysis as required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR), 2015"] forms part of this Annual Report along with the required Certificate from the Statutory Auditors of the Company confirming the compliance of requirements of Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015.
9- Declaration of Independence by Independent Directors
The Independent Directors of your Company have submitted a declaration confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation i6(i)(b) of the Listing Regulations.
10. Familiarization Program
The Company has formulated a Familiarization Program for Independent Directors with an aim to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company.
11. Particulars of Employees
None of the employees has received remuneration exceeding the limit as stated in rule 5 (2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.
12. Meetings
During the year Six (6) Board Meetings and Five (4) Audit Committee Meetings were convened and held at the registered office of the Company. The details of which are given in the Corporate Governance Report. The Intervening Gap between the meetings was within the period prescribed under the Companies Act,2013
13. Board Evaluation
Pursuant to section 178 (2) of the Companies Act,2013 the Nomination and Remuneration Committee has evaluated the performance of individual directors in its duly convened meeting. Pursuant to section I34(3)(p) of the Companies Act,2013 and Regulation 4(2)(f)(ii)(9) of the SEBI (LODR) (Erstwhile Clause 49 of the Listing Agreement), the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
14.. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Remuneration policy is stated in the Corporate Governance Report.
15. Auditors:
In accordance with the provisions of Section 139 of the Companies Act, 2013 and pursuant to Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 V Ravi & Co., Chartered Accountants (FRN: 0006492S) was appointed for a term of five years from 28th Annual General Meeting until the conclusion of the 33rd Annual General Meeting of the Company on such terms and remuneration as may be mutually agreed upon between the said Auditor and Board of Directors of the Company. However, V Ravi & Co., Chartered Accountants (FRN: 0006492S) has been resigned w.e.f. 01st August, 2025 and in place of him M/s.GMKS & CO, Chartered Accountants (FRN: 139767W) has filled the casual vacancy raised due to resignation of previous auditor.
The Board of Directors of the Company has proposed the appointment of M/ s. G M K S & CO, Chartered Accountants (FRN: 139767W) as Statutory Auditors of the Company for next 5 Financial Years from this Annual General Meeting.
16. Auditors’ Report
The Auditors’ Report contains qualifications. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
17. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. ANUJ GUPTA & ASSOCIATES., Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed to this report. The report is self-explanatory and do not call for any further comments.
18. Risk management policy
A statement indicating development and implementation of a risk management policy for the Company, including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.
IQ. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
There have been no material changes which have occurred between the end of the financial year till the date of this report, affecting the financial position of the Company.
20. Details of significant and material orders passed bv the regulators or courts or tribunals impacting the going concern status and company’s operations in future
No material changed for the period 2024-25.
21. Deposits
During the period under review, the company has not accepted any deposits as envisaged under Section 74 and 76 and Companies (Acceptance of Deposits) Rules, 2014.
22. Particulars of loans, guarantees or investments under section 186
During the period under review, the company has not given any loans, guarantees but has made investments as envisaged under Section 186 of Companies Act, 2013.
22.Particulars of contracts or arrangements with related parties
There are no related party transactions in the Company during the year.
24. Corporate Governance
As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements) Regulations, 2015, the provisions of Chapter IV of the said Listing Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, [17A,] 18,19, 20, 21,22, 23,24, 24A, 25, 26, 27and clauses (b) to (i) of sub 23 regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not be mandatory, for the time being, in respect of the following class of companies:
•The listed entity having Paid up Equity Share Capital not exceeding Rs.io Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year.
• Listed entity which has listed its specified securities on the SME Exchange
2:1. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 (Erstwhile Clause 49 of the Listing Agreement) is annexed with the report.
26. Management Discussion and Analysis
The Management Discussion and Analysis forming part of this Annual Report has been discussed elsewhere in the Report.
27. Statutory Disclosures:
In terms of the provisions of Section 134 of the Companies Act, 2013, read with the Companies Rules as amended, the names and other particulars of the employees are set out in the Directors’ Report. However, as per the provisions of Section 219 (b) (IV) of the said Act read with Regulation 36 of Listing Obligations and Disclosure Requirements, 2015 (Erstwhile Clause 32 of the Listing Agreement), the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.
28. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Kedressal) Act. 2012
In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9thDecember, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.
The Final charter of policy for prevention of Sexual Harassment of Women at workplace is yet to be adopted.
2Q. Conservation of energy, technology absorption and foreign exchange earnings and outgo
As per section 134 (3) (m) of the Companies Act, 2013 the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows
(a) Energy, technology absorption: Nil
(b) Foreign exchange earnings: Nil
(c) Foreign exchange Outgo: Nil
30. MATERNITY BENEFIT ACT iq6i
“The Company confirms that it is in compliance with the applicable provisions of the Maternity Benefit Act, 1961, including provisions relating to maternity leave, nursing breaks, and the establishment of creche facilities, wherever required.”
31. Status of IBC Proceedings
Covidh Technologies Limited, a BSE-listed company, underwent Corporate Insolvency Resolution Process (CIRP) under Section 9 of the Insolvency and Bankruptcy Code, 2016, which commenced on January 5, 2021. The resolution plan submitted by Mr. Ganapa Narsi Reddy was approved by the Hon’ble NCLT on January 10, 2022, and the Company exited CIRP thereafter. In February 2024, the resolution applicant sought modification of the plan under Section 60(5) to comply with public shareholding norms, which was approved by NCLT on February 20,2024. As on March 31,2025, there are no pending IBC proceedings.
32.Corporate Social Responsibility (CSR)
Corporate Social Responsibility (CSR) is not applicable to the company as the threshold as mentioned in the provisions Companies Act, 2013.
22.Vigi1 Mechanism/Whistle Blower
Your Company has a Vigil Mechanism in place as required under Section 177 of the Act and the SEBI (LODR) Regulations, 2015 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make employees, aware of such policy to enable employees to report instances of leak of unpublished price sensitive information and make provisions for direct access to the Chairman of the Audit Committee.
24. Directors’ Responsibility Statement
The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
(b) 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 and of the profit and loss of the company for that period;
(c) 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.
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) 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.
(f) 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.
25. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE Limited, where the Company’s Shares are listed.
The Company has been suspended from BSE Limited during the CIRP period, and trading of shares started w.e.f. 30th June, 2025
26. Acknowledgements
Your directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks, financial institutions, investors, business associates, and central & state government authorities. Your directors also appreciate the employees at all levels for their continued support to the Company. Your directors believe that with the whole-hearted support of employees, stakeholders, bankers and our valuable customers, we will continuously excel in the path of success and growth.
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