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To the Members,
SEDEMAC Mochatronics Limited
(Formerly SEDEMAC Mechatrmics Private Limited)
Mumbai
Your Directors have Measure m submitting their 17'1' Annual
Report of The Company together with Audited Statements of Accounts for the year ended 31st
March 2024.
FINANCIAL RESULTS t STATE OF COMPANY'S AFFAIRS:
The summarized standalone vaults of your Company are given in the labJe
he low
| Particulars |
Financial Year Ended |
|
31/03/2024 |
31/03/2023' |
| Revenue from Opera bo r>s |
5306.53 |
4230.26 |
| Other Income |
43 53 |
6C.43 |
| Total Income |
5350 06 |
4390 71 |
| Profit/T.Toss) before Depreciation 4 Tan |
657.57 |
396.35 |
| Less: Deprecation |
316 70 |
262 56 |
| Profit/ft oss) Before Ta* |
340.87 |
13S 79 |
| Le&s: Provision for Income Tax (¦including for
earler years; |
62.50 |
25.60 |
| Less: Provision for Deferred Tax |
— |
" |
| Net Profit/fLoss) Attar lax |
278.37 |
116 79 |
| Less: Dividend Distribution [ndudmy Interim) |
— |
-- |
| t fi^s: Amount Transferred to General Re servo |
|
|
| Hroljt/fLoss) earned to Balance Sheet |
276.37 |
*10.79 |
| Earnings per share: |
|
|
| Basic (in Rs) |
24,?12 |
10,656 |
| Diluted fin Rs.) |
9,833 |
3,955 |
* Prewous year's Figures bave been regrouped / rearranged
wfrerei/er necessary
DIVIDEND:
Considering the necessity of conserving resources for the Future growth
and expansion of the Company, the Board of Directors do not recommend payment of dividend
an toe Preference and Eouity Shares ofthfe Company Tor the financial year ended 31si March
2024
CONVER31QNOF COMPANY PlfflUC^COMPAHY
The Board of Directors are pleased to informed that the Company is n
the process of Conversion of Company from Private to Public The members of the Company
approved the conversion at Company from Private to Public at their Extra-Ordinary Gene rat
Meeting held on Q7!"‘ Jure. 2024. The Company has Med application with
Ministry.of Gofporateftfffoire (MCA} for corveraon. The Company has got approval
from ROC for the conversion on dated n?r-1 Sep 2024
TRANSFER OF UNCLAIMED AMOUNT TO INVESTOR EDUCATION AMD PROTECTION FUND:
/pur Company did hot nave any funds as comemplated under Section 125 of
the Act tying unpaid or unclaimed for n period of seven yea's, Therefore. There were no
tunes which were equ red 1o be transferred to Investor Education and Protection - und
(i?PF).
MATERIAL CHANGES AND COMMITMENT IF ANV AFFECTING THE FIKANCIAL POSITION
QF THE COW FA NY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE ANp THE DATE OF THE REPORT;
Mu material changes aud commitments affecting ihe financial position of
the Company occurred between ihe end of the financial year to whicR these financial
statements re ate and -fie cure ot this lepor?.
PARTICULARS OF LQANSt GUARANTEES OR INVESTMENTS MADE UNDER SECTION IBB
QF THE COMPANIES ACTr 2Q13;
There wore no loans, guarantees or investments made by the Company
under sectior 1S6o-f ttie Companies Act, 20 "i 3 diihng the year under review and
hence The disclosures under section 134[3)[g} of the Companies Act, 2013 are not
applicable
PARTICULARS QF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
A It re lated pa rty t rams a oti ons that were e nteied into during
1he f- nan cia year were on ar rr s le n q th basis and were in the ordinary course of the
Sub mess. There are no materially Significant related paity transactions made by the
company with Promoters or other designated persons, which may have potential conflict with
rite res: ot Hie con'p any at large required to be reported hereih.
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES;
l>e Company does net haueany Subsicia'y, Jo-inl venture or Associate
Company and hence no further disclosure required in this regard,
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the Nature of Business during Lhe yogr
under review DEPOSITS^
Your Company has neither accepted / renewed any deposits during the
year nor has any outs-anding Deposits in terms cf Section 73 to 76 of the Company Act.
2013
SHARE CAPITAL:
As on 31 st March, 2024, the issued. subscribed and paid up share
capital of your Company stood at Rs. 9,77,020/- (Rupees Nine Lacs Seventy-Seven Thousand
Twenty Only), comprising 11.212 [Eleveh Thousand Two Hundred Twelve) Equty Shares of Rs
10/- (Rupees Ten only) each 8.2DO (Eight Thousand Two Hundred Ninety) Preference Shares of
Rs 10A (Rupees Ten only) each, 7,320 (Seven Thousand Eight Hundred Twenty) Preference
Shane of Rs. 100/- (Rupees Qw Hundred only) each.
The company has not issued shares with differential voting rights,
sweat equity Bonus Shares. Further, the Company has not bo-u-ghi back any of its
securities during the year under review
The Company has issued 135 Equity Shares under ESOP to eligible
employees during the financiaE year under review
The details as required under Rule 12{Q) of ihe Companies (Share
Capital and Deceniurea) Rutes, 2014 in re sped of Employee Stock Option Scheme is given as
per Annexure I a bached herewith.
INTERNAL FINANCtAL CONTROLS:
The infernal financial controls W#l reference to the Financial
Statements are commensurate With the si^e sod nature of business of the Company
DjKigrgBa Ar;a key mj.nasepia l person me-, ant ¦::-. AhaeaAyQ
n o [ j
The constitution of the Board remained nnaffected curing 1he year under
review
After the closure of financial year under review Mr Eandeep Singhal and
Mr. Paul Racine resigned as a Directors w.ef, 30.aS.2C24. Mr At hay Pardey and Mr, Bhavya
Kapoor were appointed as Additional Directors w.cf 30.05.2024 The members reappornted Mr
Abhay
Pantfey and Mr, Bhavya Kapoor as Directors ai Extra-Ordinary General
Meeting held cn
31 05 ?mt
The Board of Directors have decided to comply with the provisions
related to retirement by rotation of Director Accordingly Mr Shashikanth Suryanarayanan,
Director off the Company being orgest ir office, is liable to retsre by rotation and being
eligible offers himself for reappointment The Board recommends ns reappointment as a
Director of I he Company
Fhs provisions of Section 203 of the Companies Act, 2013 relating to
Key Managerial Personnel :'KMP) art? not applicable to the Company
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year under review, the Company had IS (Nineteen)
Board Meeting & on
13.04.2023, 24.04.2023, 04.05.2023, 25.05.2023, 06.0S.2023, 21.06.2023,
12.07.2023,
23.03.2023, 04.00.2023, DS.D9.2Q23, 22 09.2023, 12.10.2023, 13.10.2023,
31.10.2023,
24 11 2623 27 12.2023, 29.01.2024.
23.02.2024 and 22.03 2024 The details of attendance of each
Director at the Board Meetings are as follows1.
| Name of Director |
No. of Meeting Attended |
| Mt. Shashikanth Suryanarayansn |
16 |
| Mr. San deep Sing hat |
4 |
| Mr Paul Robine |
3 |
| Mr Am it Ditfit |
16 |
DIRECTORS RESPONSIBILITY STATEMENT;
"n accordance w4h the provisions of Section 134(5) of Ihe
Companies Act, 201 3 the Board hereby submit its responsibility Statement:
(a) in the preparation of the annual accounts, tho aaphcabio ascount.ng
standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied
ihem cons-stientiy and made ludgmcnls and estimates that are reasorable and prudent so as
to give a true and fairvtew of the stole -of affairs of the company at the end of the
fnartc-al year and of the profit and css of toe company for that period;
(c} the directors had taken proper and suttioient care for the
maintenance of adequate accounting records in accordance with the prov.sioris ol this Ad
for safeguarding the assers of the ccmpany and for preventing a-id detecting fraud and
other irregularities
(d) the directors had prepared the annual accounts on 3 going concern
basis: and
{a) the directors had devised proper systems Id ensure compliance with
the provisions of all applicable laws and that such systems were adequate end operating
effectively
DISCLOSURE N TERMS OF VARIOUS PROVISIONS OF COMPANIES ACT. 2013:
T h e fol low mg previa ions a re not app I .ca b le
to ihe C on pan y d lit it: g: he fina ri tial yea r u nd n
i review
A. Appointment of Independent Director (Section 140).
B F ormation of And it Committee {Sec 177},
C. Formation of Nomination and Remuneration Committee (Section 173),
D. Undertak'ng formal Annual Evaluator of the Board and that of its
committees and me Individual Director
E Undertaking Secretarial Audit (Seciion 2D4)
VIGIL MECHANISM:
The Corfpany h?? established Vigil Mechanism and has Vigil Mechanism
in line with the requirements of Section 177 of the Companies Ad, 2013 read wilh
Rule 7 of the Companies [Meetings of (he Board and its Powers; Rules. 2013
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION QE RISK MANAGEMENT
POLICY QF THE COMPANY;
The Company has in place a me onanism (n identify, assess, evaluate mo
r iter and mitigars vahous risks to Key business objectives,
CORPORATE SOCIAL RESPONSIBILITY (C5R):
The pro visions orCSR were applicable to the Company for FY
2023-24. The brief outline of CSR Policy of the Company and other details about the C5R as
per the Rule 3 af the Companies (Corporals Social Responsibility Policy) Rules. 2014 have
been appended as Annexe re II attached to this report. The Company has not constituted CSR
Committee as the C5R liability of the Company is fess than Rs. SO Lakhs as statec imoer
Sedion 135 (9) ot the Companies Act, 2013.
STATUTORY AUDFORS.
M/S B S R & Co LLP Chartered Accountants, {having Firm Registration
No: 1ti124B\/V / W- 1Q3C22) were appointed as Statutory Auditors for a period of 5 years
in the Annual General Meelirtg held on 23.12 2020 snd shall continue as the Statutory
Auditors upto FY2024 25.
Further as oer ihe notifted section of the Companies (Arnendmenl) Act
2017, the requirement related to annual ratficatton of appointment of Auditors by members
is dispensed wiSh
AttO'dihbly the Statutory Auditors shall conlmue thEir form jp to the
conclusion o: the AGM of tee Company to be held in Ihe year 2025 without seeking anrual
ratification fronrc members.
EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS WADE BY THE AUDITORS:
As regards to comments statutory auditors on accounting software wthout
feature or recording audil tFail {edit log) faciSly1 Company has made few changes in the
accounting software' ERP system and is in the process of establishing necessary controls
and documentations, regarding audit trail and edit logs
"rne other comments by the auditors in their repod read along with
information and cxp:anation given in notes tu accounts are self-explanatory and do riot
call fur further exp'a nation
EgS r BECORDSAND COSI AUDITORS
The Company has maintained Cost Records as requited under section 148
of the Companies Act, 2013.
The Company has appointed Mfe, A J Paranjape & Co , Cost
Accountants as Cost Auditors of the Company pursuant to The provisions of section 148 of
ihe Companies Act, 2U13 read wilh Rules made there under for the financial year 2023-24 a;
board meeting held on '2IK July. 2023.
SECRETARIAL STANDARD:
The Company has endeavored to comply witn the app icable Secretarial
Standards to the extent ^ppiicabte.
DETAjLS OF FRAUD:
There were no Frauds. Which are reported to have been committed by
employees or officers of the Company
DETAILS OF SIGNfFCANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIDUNALS if^PACTtNG THE GOING CONCERN STATUS AND COIVlr3ANY'5 OPERATIONS IN
FUTURE:
There are no material orders passed! hy ihs judicial or quasi-Judicial
Authority which affects the Going Concern Status of the Company during the year under
review.
ANNUAL RETURN;
The Annual Return of the Company is available on the website oF the
Company and can be accessed at www.&edemac con'
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO;
A) CONSERVATION OF ENERGY
| (i) Steps laker or imp-act on conservation of energy |
Regular Efforts are made to conserve the energy at al!
levels. The Company is taking every possible step to conserve energy whereve; poss ble
.and also organize regular training of employees to achieve the same. Several environment
friendly measures were adopted by the Company to conserve energy. |
| (i) Steps tafcen by Ihe company tor utilizing alternate
sources of energy |
The Company is using electrcrty as mam source n? energy. The
Company is not required tc use any other alternate source of energy |
| (Hi) Capilal Inves'menl on cnorgy conservation
equipment's' |
NIL |
{&] TECHNOLOGY ABSORPTION:
| fi) The efforts made towards tecknologv absorption |
AssiniNation, adaptation and innovation of technology in an
expeditious manner Is given continuous importance |
| (H) the benelits derived like product improvement cos!
reduction, product development or import substitution. |
Wider product applications. |
| ?tii) in case of imported Technology (imported during tne
East three years reckoned from the beginning of tbs financial year)- |
hlA |
| (a) the details of technology imported, |
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| ¦: h> the year of import |
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| ft) whether the teohivslogy been ful y absorbed: |
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| fti) if not fully absoroec. aFeas where absorption |
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| has not taken place, and the reasons thereof |
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| (iv) the expenditure incurred on Research and Development. |
Capital Expenditure Rs. 377 Millions Revenue Expenditure Rs
127 63 Millions Total Rs. 504,87 Millions |
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earning: Re. 299.10 Millions Foreign Exc-nange
Outgo: Rs. 25.36 Millions GIF Value of Imports: Rs. 3301.63 Millions
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE 1
PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013;
""here was no instance 1 complaint teported under the
Sexual Harassment ot Women at Workplace {Prevention Prohibition and Redress a 1} Act, 2013
¦he Company has constituted the Internal Complaints Committee
under the Sexual Ham&smenl of Women at Workplace. (Prevention, P-ohibitionand
Red'essal) Act. 2013 end made its endeavor to comply with the provisos fifths said sw to
(he extent applicable.
APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
lhe^ were no application^ made age mat the Cc-ripeny unde; '^e
insolvency and Bankruptcy Code „ 2016 du rl ng the year u i idei revi ew. There are
no proceedmgs pend ing under The Insolvency and Bankruptcy Code, 2016 by I
against the Company as on March 31 2024.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:
During the year under review, there were no settlements made by the
Company for any loan / borrowing taken from the Barks or Financial Institutions and hence
no comment with regard to the details of difference between amount of (tie valuation done
at Iho lime of one-time seittcmcnt and the valuation done while taking loan from the Banks
or rinanciai Institutions along with the reasons thereof.
ACKNOWLEDGEMENTS:
You; Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for (heir continued
support extended to your Company's activities during the year under rev ew Your Directors
deeply appreciate the commuted efforts put in by employees at alt lavets whose continued
commitment and dedication -attributed greatly for achieving the goals set by your Company
Your Directors also acknowledges gratefully the thareboiderS f?>r their support and
confidence reposed on your Company.
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