The Directors have pleasure in submitting their 32nd Annual Report together with the Company’s Audited Financial
Statements for the financial year ended March 31, 2024
1. Financial summary or highlights/Performance of the Company and Brief description of the Company’s
working during the vear/State of Company’s affairs:
During the period under review, There is no change in the nature of business and no operating activity was taken place
due to Insolvency and Bankruptcy Code 2016 for liquidation and a petition under Sec.9 of Indian Bankruptcy Code, 2016
at National Company Law Tribunal, Hyderabad.
2. Important Highlights of the Company
Applied on original NCLT order, mentioned 100% extinguishment of existing shareholding and issue of 300000 shares to
successful resolution applicants. However BSE, raised observation on minimum 5% public shareholding as per SEBI
(ICDR) Regulations. The Company filed IA for Change in NCLT order as per BSE direction.The Hon’ble NCLT issued
revised order to accommodate minimum 5% public shareholding.Revised number of shares are 3,23,422 as per the
Hon,ble NCLT order.
3. Dividend and Reserves
Since the company is incurring losses, the members expresses his inability to recommend any dividend for the financial
year 2023 - 2024. Also, during the period under review, profits were not appropriated to any reserves.
4. Change in Capital Structure
No changes in capital structure
5. Subsidiary Company
As on March 31, 2023, the Company has no subsidiary companies.
6. Public Deposits
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.
8. Directors and Key Managerial Personnel
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S. No.
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Name
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Designation
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DIN
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1.
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SIVAJI GOPALAM
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Non-Executive Director
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08458673
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2.
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GANESH AMIRINENI
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Non-Executive Director
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08564294
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3.
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G.NARSI REDDY
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Executive Director
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09482406
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9. Declaration of Independence by Independent Directors
The Independent Directors of your Company have submitted declaration confirming that they meet the criteria of
independence as laid down under Section 149(6) of the Act and Regulation16(1)(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 Four (6) Board Meetings and Five (5) 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 134(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:
M/s V Ravi & Co, Chartered Accountants (FRN No. 0006492S) is the present statutory auditors of the Company from
conclusion of 28th annual general meeting till conclusion of 33rd Annual general meeting of the Company.
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. VCSR & ASSOCIATES., Practicing Company
Secretaries, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is
enclosed as Annexure II 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.
19. Extract of Annual Return:
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is annexed as
Annexure I.
20. 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
No material changed for the period 2023-24
21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and company’s operations in future
No material changed for the period 2023-24
22. 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.
23. 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.
24. Particulars of contracts or arrangements with related parties
There are no related party transactions in the Company during the year
25. 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
Redressal) Act, 2013
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.
29. 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. 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 is not applicable to our Company.
31. Vigil 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.
32. 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.
33. Listing with Stock Exchanges:
The Company confirms that it has not paid the Annual Listing Fees for the year 2022-2023 to BSE Limited, where the
Company’s Shares are listed. The trading in the equity shares is suspended in BSE Limited due to non-payment of listing
fee.
34. Acknowledgements
Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks,
financial institutions, investors, business associates, 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.
For Covidh Technologies Limited
Sd/- Sd/-
G. Narsi Reddy G. Narsi Reddy
Director Director
(DIN: 09482406) (DIN: 09482406)
Date: 29.05.2024 Date: 29.05.2024
Place: Hyderabad Place: Hyderabad
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