Your Directors have pleasure in presenting the 15th Annual Report of your Company together with the Company's Audited Standalone Financial Statements and Auditor's Report of your Company for the financial year ended on 31st March, 2025.
1. CORPORATE OVERVIEW AND BACKGROUND:
Plada Infotech Services Limited is a leading provider of Business Process Outsourcing (BPO) services with a focus on delivering end- to-end solutions. Our company specializes in areas such as Account Management, Merchant Acquisition, Field Support, E-commerce, Business Correspondence, Recruitment and Payroll Management Software Solutions and Technology development. Operating from multiple locations across India, our team of experienced professionals offers tailored services that cater to the specific needs of businesses, helping them achieve their goals effectively. We leverage technology to enable clients in more than 212 cities & towns to create and execute strategies for digital transformation.
As India grows digitally and consumers transact online, the demand for services within this domain will grow exponentially. We look forward to being at the core of this growth. We are currently strategically placed to emerge as the leaders in the Merchant Acquisition space, effectively by enhancing and expanding our service offerings. This value remains continuous in our thoughts, a defined intention across. Everyone deserves respect, transparency, and honesty - the three pillars. We are a well-equipped and a well-researched organization which believes in analysing data driven statistics for growth. At Plada we are already well prepared to scale our services exponentially and excel in this ever growing digitally empowered Indian landscape. We aim to bring immeasurable value to every single Indian by making them a part of our nations growth story.
2. KEY FINANCIAL HIGHLIGHTS:
The Financial Results for the year ended March 31, 2025 and the Corresponding Figure for the previous year are as under:
|
Particulars
|
Standalone
|
Consolidated
|
| |
(Amount in
|
Rs. Lakhs)
|
(Amount in Rs. Lakhs)
|
| |
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Total Revenue
|
6750.19
|
6,368.44
|
6771.69
|
6,387.17
|
|
Total Expenditure
|
6494.40
|
6,083.44
|
6515.14
|
6,097.21
|
|
Profit Before Exceptional & Extraordinary items & tax
|
255.79
|
285.00
|
256.55
|
289.96
|
|
Prior Period Items
|
-
|
-
|
-
|
-
|
|
Profit Before Taxes
|
255.79
|
285.00
|
256.55
|
289.96
|
|
Less : Current Tax
|
36.84
|
26.26
|
36.84
|
18.15
|
|
Less: Tax Expenses Earlier period
|
-
|
4.72
|
(2.63)
|
4.72
|
|
Less : Deferred Tax Liability / (assets)
|
32.75
|
1.79
|
33.96
|
1.76
|
|
Profit/ (Loss) for the year
|
186.20
|
252.23
|
188.38
|
265.33
|
|
Other Comprehensive Income
|
-
|
-
|
-
|
-
|
|
Total Other Compressive Income
|
-
|
-
|
-
|
-
|
The above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards. Equity shares are at face value of Rs. 10/- per share.
3. STATE OF COMPANY'S AFFAIRS:
Your Directors are pleased to share the financial performance achieved by the Company during socio-political turbulence in the World. During the FY2024-2025:
> Revenue from operations at 6771.69 lakhs in FY24-25 as compared to 6,387.17 lakhs in FY23-24, translating to a growth of 6.02% on consolidated basis.
> PAT at 188.38 lakhs in FY24-25 as compared to 265.33 lakhs in FY23-24, decline of 29% on consolidated basis.
> PAT at 186.20 lakhs in FY24-25 as compared to 252.23 lakhs in FY23-24, decline of 26.18% on standalone basis.
4. CAPITAL STRUCTURE:
Currently the Authorized Share Capital of the Company is 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore) equity shares of Rs. 10/- each and Paid-up capital is Rs. 8,57,40,000/- (Rupees Eight Crores Fifty-Seven Lacs Forty Thousand Only) divided into 85,74,000 Equity shares of Rs. 10/- each.
5. TRANSFER TO RESERVES:
During the year under review, no amount has been transferred to the reserves by the Company. Total amount of net profit is maintained in retained earnings.
6. DIVIDEND:
To strengthen the financial position of the Company and to augment working capital your directors do not recommend declaring any dividend for the financial year 2024-25.
7. CHANGE IN NATURE OF BUSINESS:
During the year under review, there is no change in the nature of business activities of the Company.
8. SUBSIDIARY COMPANY OR JOINT VENTURE COMPANY OR ASSOCIATE COMPANY:
The Company has one Subsidiary Company and No Associate Company or Joint Venture Company.
|
Sr. No
|
Company Name
|
CIN Number
|
TYPE
|
|
1.
|
UPHAAR CARDS PRIVATE LIMITED
|
U74999MH2013PTC239861
|
Subsidiary
|
Statement containing salient features of the financial statement of the subsidiary Company are disclosed in ANNEXURE D.
9. ADEQUACY OF INTERNAL CONTROL SYSTEM:
Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Company's Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.
Company has laid down Standard Operating Procedures, Policies and procedures to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management.
10. DEPOSITS:
The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.
As on 31st March 2025, the company has no outstanding unsecured loan from the Directors.
11. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 and 186 OF THE COMPANIES ACT, 2013:
Details of Loans given, Investments made and Guarantee given covered u/s 186 (4) of the Companies Act, 2013 For the year ending on 31st March, 2025 as follows: -
|
Name of the recipient
|
Amount (in Lakhs)
|
Nature
|
Purpose
|
|
Transmart Digital Pvt. Ltd
|
15.55
|
Loan Given
|
Business Purpose
|
|
Plada Services & Management Pvt. Ltd.
|
26.55
|
Loan Given
|
Business Purpose
|
|
JSD Courier Services Pvt Ltd
|
7.15
|
Loan Given
|
Business Purpose
|
|
Uphaar Cards Private Limited
|
21.22
|
Loan Given
|
Business Purpose
|
12. SHARE CAPITAL:
The Paid up Share capital of the Company at the end of financial year was 8,57,40,000/- (Rupees Eight Crore Fifty-Seven Lakhs Forty Thousand Only) divided into 85,74,000 (Eighty-Five Lakhs Seventy-Four Thousand) equity shares of 10/- each.
a. Buy Back of Securities: Company has not bought back any of its securities during the year under review.
b. Sweat Equity: Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus Shares: Company has not issued any Bonus Shares during the year under review.
d. Employees Stock Option Plan: Company has not issued any Employees Stock Option Plan during the year under review.
e. Further Issue: Company has not undertaken any Further issue of Shares during the year under review.
13. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education and Protection Fund.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Composition of Board of Directors and KMP of the Company:
As on March 31, 2025 the Board has the following directors:
|
Sr.
No.
|
Name of the Director and KMP
|
DIN
|
Designation
|
|
1
|
SHAILESHKUMAR DAMANI
|
01504610
|
Chairman & Managing Director
|
|
2
|
ANIL MAHENDRA KOTAK
|
05266836
|
Whole-time director
|
|
3
|
PRASANNA LOHAR
|
08518352
|
Non-Executive Independent Director
|
|
4
|
SUMITRA VINIT GOENKA
|
03205820
|
Non-Executive Independent Director
|
|
5
|
LAXMI BHAN RAJAN
|
10060218
|
Non-Executive Independent Director
|
|
6
|
ABHISHEK DINESH JAIN
|
—
|
Company Secretary
|
|
7
|
ANIL MAHENDRA KOTAK
|
—
|
Chief Financial Officer
|
During the year, there was no change in the Constitution of Board of Directors of the Company. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Anil Mahendra Kotak (DIN: 05266836), director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re¬ appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval.
15. MEETINGS:
1) Board Meeting:
During the year under review, the following Board meetings were held and convened:
|
Sr.
|
Date of Board Meeting
|
Total Number of
|
Attendance
|
|
No.
|
|
directors
|
|
| |
|
associated as on the date of meeting
|
Number of directors attended
|
% of attendance
|
|
1.
|
29th May, 2024
|
5
|
5
|
100
|
|
2.
|
02nd September 2024
|
5
|
3
|
60
|
|
3.
|
24th October 2024
|
5
|
4
|
80
|
|
4.
|
19th February 2025
|
5
|
4
|
80
|
16. DIRECTOR'S RESPONSIBILITY STATEMENT:
1. In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement;
2. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
3. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;
4. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
5. That the Directors have prepared the annual accounts on a going concern basis.
6. 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.
7. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. INDEPENDENT DIRECTOR'S DECLARATION:
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020 or still have time to complete clear the tests.
|
Sr.
|
Name of the Independent Director
|
Status of clearing the
|
|
No.
|
|
Proficiency Test
|
|
1
|
Prasanna Lohar
|
Passed
|
|
2
|
Sumitra Vinit Goenka
|
Passed
|
|
3
|
Laxmi Bhan Rajan
|
Will appear
|
18. MEETING OF THE INDEPENDENT DIRECTORS:
During FY 2024-25, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 22nd, 2025. At such meeting, the Independent Directors have discussed, among other matters, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance and performance of Executive Directors.
19. PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment there by safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.
20. LISTING FEE:
The Company's equity shares are listed on SME Emerge Platform of National Stock Exchange of India Limited ("NSE EMERGE"). The Company has paid the listing fees to NSE.
21. HUMAN RESOURCES:
Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people's attention are currently underway. Your Company thrust is on promoting of talent internally through job rotation and job enlargement.
22. INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
23. DETAILS OF FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2024-25:
On appointment, the concerned Director is issued a Letter of appointment. Upon Appointment they are brief by the Company's Management about their Role & Duties setting
out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director given familiarization program through interactive session with the Committee Members and other Functional Heads on the Company's finance and other important aspects. The Company has uploaded its Familiarization Programme for Independent Directors on the website of the company www.pladainfotech.com
24. AUDIT COMMITTEE:
In compliance with the provisions of section 177 of the Act, the Board has constituted an Audit Committee. The Statutory Auditors and Internal Auditors of the Company are regular invitees at the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory Auditors on the 'Limited Review" of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Company's accounts and other related matters. The Audit Committee is presented with a summary of internal audit observations and follow up actions thereon.
The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015. The Company Secretary acts as the Secretary to the committee During the year under review, Audit Committee met 4 (Four) times viz on 29th May 2024, 29th August 2024, 24th October 2024 and 22nd March 2025. The composition of the Audit Committee as at March 31, 2025:
|
Sr.
No.
|
Name of the Directors
|
Position in the Committee
|
Attendance
|
|
Eligible to Attend
|
Attended
|
|
1.
|
Mr. Prasanna Lohar
|
Chairman
|
4
|
4
|
|
2.
|
Mr. Laxmi Bhan Rajan
|
Member
|
4
|
4
|
|
3.
|
Mrs. Sumitra Goenka
|
Member
|
4
|
2
|
There was a change in the constitution of Audit Committee during the F.Y. 2024-25.
During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board.
25. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Nomination and Remuneration Policy was developed by the Board of Directors of your Company in order to ensure compliance with Section 178 of the Act, as well as any other applicable laws.
The Company's policy on Directors' appointment and remuneration and other matters as provided in Section 178(3) of the Act is available on the website of the Company at and has been displayed on website www.pladainfotech.com .
During the year under review, Nomination and Remuneration Committee met 1 (One) time, viz on 29th August 2024. The composition of NRC as on March 31, 2025:
|
Sr.
No.
|
Name of the Directors
|
Position in the Committee
|
Attendance
|
|
Eligible to Attend
|
Attended
|
|
1.
|
Mr. Laxmi Bhan Rajan
|
Chairperson
|
1
|
1
|
|
2.
|
Mr. Prasanna Lohar
|
Member
|
1
|
1
|
|
3.
|
Mrs. Sumitra Goenka
|
Member
|
1
|
0
|
There was no change in the constitution of Nomination & Remuneration Committee during the F.Y. 2024-25.
26. STAKEHOLDER RELATIONSHIP COMMITTEE:
Terms & Scope of Work of Committee: The terms of reference of the Stakeholder's Relationship Committee include the following:
(a) consider and resolve the grievance of security holders of the Company;
(b) such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.
During the year, only 1 (one) Stakeholder's Relationship Committee meeting was held dated, 22nd March 2025, properly convened & held The composition of SRC as on March 31, 2025:
|
Sr.
No.
|
Name of the Directors
|
Position in the Committee
|
Attendance
|
|
Eligible to Attend
|
Attended
|
|
1.
|
Mrs. Sumitra Goenka
|
Chairperson
|
1
|
1
|
|
2.
|
Mr. Shaileshkumar Damani
|
Member
|
1
|
1
|
|
3.
|
Mr. Anil Mahendra Kotak
|
Member
|
1
|
1
|
There was no change in the constitution of Stakeholder's Relationship Committee during the F.Y. 2024¬ 25
27. AUDITORS:
• Statutory Auditors:
At the Annual General Meeting held on September 30, 2024, M/s GMCS and Co., Chartered Accountants (Firm Registration No: 141236W), were appointed as Statutory Auditors of the company for a term of 5 five) years till the conclusion of the 19th Annual General Meeting of the Company.
The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2025. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.
During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers of employees, the details of which would need to be mentioned in the Board Report.
28. EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:
There was no qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self-explanatory and do not call for further information.
29. FRAUDS REPORTED UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:
No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.
30. RISK MANAGEMENT:
The risk management includes identifying types of risks and its assessment, risk mitigation and monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair and reasonable extent that your Company is willing to take. The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. The Company has its internal Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company is committed to provide a healthy environment to all employees that enable them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions.
Mandatory Details required:
(a) number of complaints of sexual harassment received in the year: NIL
(b) number of complaints disposed off during the year: NIL
(c) number of cases pending for more than ninety days: NIL
33. DISCLOSURE UNDER MATERNITY BENEFIT ACT 1961
The company is in compliance with all the provisions relating to the Maternity Benefit Act 1961.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:
Your Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity, issues relating to technology absorption are not quite relevant to its functioning. During the year under consideration the Company has spent/incurred foreign exchange equivalent to Rs. Nil. There are no foreign exchange earnings during the year.
35. STATEMENT UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
In terms of rule (5)(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 details on remuneration of top employees of the company are attached to as Annexure B and forms part of this report.
36. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company's website at www.pladainfotech.com.
37. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:
The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and Employees. The Policy has been uploaded on the Company's website and can be accessed at the website of the Company www.pladainfotech.com.
38. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
The Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.
39. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:
None of the Directors of the Company is in receipt of any commission from any holding or subsidiary Company.
40. RELATED PARTIES TRANSACTIONS:
All related party transactions/arrangements/contracts entered into by the Company during the financial year 2024-25 were either undertaken on the basis of omnibus approval of the Audit Committee or approved by the Audit Committee and/or Board. All related party transactions were at arm's length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of generally accepted accounting Principles in India have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report.
Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure C to this Report.
Company's Related Party Transactions Policy appears on its website link: www.pladainfotech.com
41. CORPORATE GOVERNANCE:
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary Responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour to enhance long¬ term shareholder value and respect minority rights in all our business decisions.
Further, Pursuant to SEBI LODR Regulation 15(2) the company is exempted from complying of regulation 17 to Regulation 27 and part C D E of Schedule V.
42. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.
The Management Discussion and Analysis Report is appended as Annexure A to this Report.
43. ANNUAL RETURN:
The Annual Return of Company for the FY 2024-25 will be available on the Company's website at www.pladainfotech.com
44. INTERNAL AUDITOR:
The Company has appointed M/s. S A PORWAL & ASSOCIATES (FRN: 146381W) as Internal auditor of the Company for the Financial Year 2025-26.
45. COST AUDITOR:
The requirement of appointment of Cost Auditor and cost audit is applicable for the financial year 2024-25 pursuant to the provisions of Section 148 of the Companies Act is Not Applicable to the Company.
46. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
During the year of review, Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.
47. REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
48. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS:
There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi- judicial body impacting the going concern status of the Company and its operations in future.
The details of litigation on tax and other relevant matters are disclosed in the Auditors' Report and Financial Statements which forms part of this Annual Report. (Note 23 of Financial Statements).
49. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).
50. WEBSITE:
Your Company has its fully functional website www.pladainfotech.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors' interest / knowledge has been duly presented on the website of the Company.
51. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS:
During the year under Review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.
52. SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed M/s. NIRMAL TIWARI & ASSOCIATES, COMPANY SECRETARIES, Practicing Company Secretary (FCS no. F11031 and CP no. 25159), as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2024-25 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the FY 2024-25 is annexed herewith and forms part of this report as Annexure E.
53. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments, which is, 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.
54. GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;
I. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
II. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;
III. Annual Report and other compliances on Corporate Social Responsibility;
IV. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;
V. There is no revision in the Board Report or Financial Statement;
VI. Information on subsidiary, associate and joint venture companies.
ACKNOWLEDGEMENT:
Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.
For and on behalf of Board Plada Infotech Services Limited
Sd/--_ Sd/-__
Shaileshkumar Damani Anil Mahendra Kotak
Managing Director Whole-time director
DIN:01504610 DIN: 05266836
Date: September 04, 2025 Place: Mumbai
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