To
The Members, AJEL LIMITED
Your Directors hereby present their 31st Annual Report on the business and operations
of your Company for the financial year ended March 31 st , 2025.
Financial Results
The standalone and consolidated financial performance of the Company for the financial
year ended 31 st March 2025, is summarized below:
(Amount in Lakh)
| Particulars |
Standalone |
Consolidated |
|
Current Year 31-03-2025 |
Previous Year 31-03-2024 |
Current Year 31-03-2025 |
Previous Year 31-03-2024 |
| Gross Revenue from Operations |
388.51 |
462.52 |
1364.38 |
1363.19 |
| Other Income |
18.68 |
18.22 |
22.69 |
18.76 |
| Total Revenue |
407.19 |
480.74 |
1387.07 |
1381.95 |
| Total Expenditure |
544.69 |
656.15 |
1535.94 |
1521.70 |
| Profit / (loss) Finance Costs, Exceptional items and Tax |
(137.50) |
(174.88) |
(148.17) |
(139.75) |
| Finance Costs |
-Nil- |
-Nil- |
18.13 |
37.40 |
| Profit / (loss) Before Exceptional items and Tax |
(137.50) |
(174.88) |
(167.00) |
(177.15) |
| Less: Exceptional items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit/ (loss) Before Tax |
(137.50) |
(174.88) |
(167.00) |
(177.15) |
| Less: - Deferred Tax |
(0.98) |
(2.86) |
(1.05) |
2.86 |
| Profit / (loss) After Tax |
(136.52) |
(177.74) |
(165.95) |
(180.01) |
| Other Comprehensive Income (OCI) |
14.27 |
14.61 |
31.65 |
14.61 |
| Total Comprehensive Income |
(122.25) |
(163.13) |
(134.30) |
(165.40) |
Review of Performance and state of the company's affairs;
During the year under review, the overall performance of the Company was reasonable,
the management is determined to achieve the targeted avenues, to take the company on the
new heights. Members will notice that the revenue on standalone basis decreased to Rs.
4,07,19,000/- as against Rs. 4,80,74,000/- for the previous year. Members will further
notice that the revenue from operations on consolidated basis decreased to Rs.
13,87,07,000/- as against Rs. 13,81,95,000/- of the previous year.
The Company incurred Net Profit of Rs. -1,34,40,000/- in the Current Year, as compared
to the Net Profit of Rs. -1,65,40,000/- in the Previous year.
The Company is continuously striving to improve efficiency and deliver excellence in
its professional services and project execution. The Company has identified new avenues
for growth and is focusing its energies on developing business. The Company continues to
focus on delivering services to its identified market segments in its core technology
areas. It continues to align its sales and delivery organizations to an offshore centric
model as well as big foray into Domestic market.
Dividend;
Board of Directors have not recommended any dividend for the Financial Year 2024-25.
Transfer to Reserves;
There were no transfers to Reserves during the Financial Year 2024-25.
Share Capital;
The Authorized Share Capital of the Company increased to Rs.25,00,00,000 (Rupees
twenty-five crores only) in the previous AGM, which is conducted late and it is subject to
the approval of MCA. At present as per MCA the existing Authorised Capital stands at Rs.
12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty
Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten) each. As on date Paid up Share Capital
stands at Rs. 11,65,00,000/- (Rupees Eleven Crores Sixty-Five Lacs only) divided into
1,16,50,000 (One Crore Sixteen Lakhs and Fifty Thousand only) equity shares of Rs. 10/-
each.
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
Consolidated Financial Results:
Pursuant to Regulation 33 of SEBI (Listing Obligations & Disclosures Requirements)
Regulations 2015, and the Companies Act, 2013, the Consolidated Financial Statements
prepared as per Companies Act, 2013 and Accounting Standards, duly audited forms part of
the Annual Report.
Listing;
The Company entered into Listing agreement with the BSE Limited.
Board of Directors and Key Managerial Personnel:
The Board of Directors of your Company is duly constituted.
Proposed Reappointment:
The Directors on the Board of Directors of the Company are appointed and re-appointed
for specific terms. And also, the Executive Directors who are appointed on Board as on
date are eligible to retire by rotation as per their terms of appointment, hence, the
resolution for the same is proposed in the Notice of 31st Annual General Meeting.
The Board of Directors of your Company is duly constituted with a Managing Director, a
Whole Time Director & CFO, one executive Director and Three Non-Executive Independent
Directors.
During the period under review the following changes took place in the Board:
Mr. Seshachary Phaniharam ((DIN: 10491671)) has resigned from the Company as
Independent Director w.e.f. 23.04.2025
Mr. Rishabh Dev Chauhan (Membership No: 71439), was resigned from the company as the
Company Secretary/Compliance Officer of the Company w.e.f. 31.08.204
Ms. Sneha Chandak (Membership No: A68064), was appointed as an Company
Secretary/Compliance Officer of the Company w.e.f. 08.02.2025.
Number of meetings of the Board: /
During the period under review 5 (four) Board meetings were held on 30/05/2024,
14/08/2024, 11/12/2024, 30/12/2024, and 14/02/2025 and the gap between any two Board
Meetings is within the period prescribed by the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.
Declarations by Independent Directors:
The Company has received declarations form the Independent Director under Section
149(6) of the Companies Act, 2013 confirming their independence vis-? -vis the
Company.
Board evaluation and assessment;
The company believes formal evaluation of the board and of the individual directors, on
an annual basis, is a potentially effective way to respond to the demand for greater board
accountability and effectiveness. For the company, evaluation provides an ongoing means
for directors to assess their individual and collective performance and effectiveness. In
addition to greater board accountability, evaluation of board members helps in;
More effective board process
Better collaboration and communication
Greater clarity with regard to members roles and responsibilities
Improved chairman ?€“ managing directors and board relations
The evaluation process covers the following aspects
Self-evaluation of directors
Evaluation of the performance and effectiveness of the board
Evaluation of the performance and effectiveness of the committees
Feedback from the nonexecutive directors to the chairman
Feedback on management support to the board.
Familiarization Programme for Independent Directors;
The Company shall through its Senior Managerial personnel familiarize the Independent
Directors with the strategy, operations and functions of the Company. The Independent
Directors will also be familiarized with their roles, rights and responsibilities and
orientation on Statutory Compliances as a Board Member.
On appointment of the Independent Directors, they will be asked to get familiarized
about the Company's operations and businesses. An Interaction with the key executives of
the Company is also facilitated to make them more familiar with the operations carried by
the company. Detailed presentations on the business of the company are also made to the
Directors. Direct meetings with the Chairman and the Managing Director are further
facilitated for the new appointee to familiarize him/her about the Company/its businesses
and the group practices as the case may be and link is available at the website
Directors' Responsibility Statement;
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013,
with respect to Directors' Responsibility Statement, your board of directors to the best
of their knowledge and ability confirm that:
in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
such accounting policies have been selected and applied consistently and the Directors
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 as at 31 st March, 2025 and of the profit/loss
of the Company for that year;
proper and sufficient care was taken 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;
the annual accounts of the Company have been prepared on a going concern basis;
internal financial controls have been laid down to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;
proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively;
AUDIT COMMITTEE;
The Audit Committee of the Company is duly constituted as per section 177 of the
Companies act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Composition and Scope of Audit Committee is as follows
| S. No |
Name |
Category of Director |
Designation |
| 1. |
Mr. Rama Rao Madasu |
Independent Director |
Chairperson |
| 2. |
Mr. Venkata Stayanarayana Reddy Chintakuntala |
Independent Director |
Member |
| 3. |
Mrs. Madhavi Latha Pasupuleti |
Independent Director |
Member |
The following are the members of the Audit Committee satisfies the criteria of having
at least 2/3 rd of the members of the committee as Independent Directors on board as per
Section 177 of the companies act, 2013 and Regulation 18 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.:
During the Period under review Audit committee has met 4 (Four) times in a year Scope
of Committee:
The terms of reference of the Audit Committee include the following:
Oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
Recommending the appointment, removal of external auditors, fixation of audit fee,
terms of appointment and also approval for payment for any other services.
Reviewing with the management, the annual financial statements and auditor's report
thereon before submission to the Board for approval, focusing primarily on:
Matters required to be included in the director's responsibility statement to be
included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
Any changes in accounting policies and practices and reasons for the same;
Major accounting entries involving estimates based on the exercise of judgment by
management;
Qualifications in the draft audit report;
Significant adjustments made in the financial statements arising out of audit;
The going concern assumption;
Compliance with accounting standards;
Compliance with listing and legal requirements concerning financial statements;
Reviewing, with the management and auditors, and the adequacy of internal control
systems;
Review and monitor the auditor's independence and performance, and effectiveness of
audit process;
Reviewing, with the management, the quarterly financial statements and auditor's report
before submission to the Board for approval;
Reviewing, with the management, the statement of uses/application of funds raised
through an issue, the statement of funds utilized for purposes other than those stated in
the offer document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter;
Approval or any subsequent modification of transactions of the listed entity with
related parties;
Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the listed entity, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
To review the functioning of the whistle blower mechanism;
Approval of the appointment of Chief Financial Officer after assessing the
qualifications, experience and background, etc. of the candidate.
Composition, name of members and Chairperson
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.
NOMINATION AND REMUNERATION COMMITTEE:
The Company had constituted the Nomination and Remuneration Committee under section 178
of the Companies Act, 2013.
During the Year under review the Committee was reconstituted.
Composition of the Committee:
The Nomination and Remuneration Committee comprises of the following members
| S. No |
Name |
Category of Director |
Designation |
| 1. |
Mr. Venkata Stayanarayana Reddy Chintakuntala |
Independent Director |
Chairperson |
| 2. |
Mr. Rama Rao Madasu |
Independent Director |
Member |
| 3. |
Mrs. Madhavi Latha Pasupuleti |
Independent Director |
Member |
During the Period under review Nomination & Remuneration committee has met 5 (Five)
times in a year.
Selection and Evaluation of Directors;
The Board has based on recommendations of the nomination and remuneration Committee,
laid down following policies:
Policy for Determining qualifications, Positive Attributes and Independence of a
Director
Policy for Board & Independent Directors Evaluation
Performance Evaluation of Board, Committees and Directors;
The company believes formal evaluation of the board and of the individual directors, on
an annual basis, is a potentially effective way to respond to the demand for greater board
accountability and effectiveness. For the company, evaluation provides an ongoing means
for directors to assess their individual and collective performance and effectiveness. In
addition to greater board accountability, evaluation of board members helps in;
More effective board process
Better collaboration and communication
Greater clarity with regard to members roles and responsibilities
Improved chairman ?€“ managing directors and board relations
The evaluation process covers the following aspects
Self-evaluation of directors
Evaluation of the performance and effectiveness of the board
Evaluation of the performance and effectiveness of the committees
Feedback from the non-executive directors to the chairman
Feedback on management support to the board.
Remuneration Policy for Directors
Ensuring that the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors of the quality required to run the company
successfully;
Ensuring that relationship of remuneration to performance is clear and meets the
performance
benchmarks; and
Ensuring that remuneration involves a balance between fixed and incentive pay
reflecting short- and long-term performance objectives appropriate to the working of the
company and its goals.
Management Discussion & Analysis
The Management Discussion and Analysis Report highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns etc. is
furnished separately and forms part of this report as Annexure VI.
Subsidiary Companies
The Company has one Subsidiary Company, the details of which is appended as 'Annexure
I' to this Report.
Particulars of Contracts or arrangements with related parties
All the related party transactions that were entered during the financial years were in
the ordinary course of business of the company and were on arm length basis. There were no
materially significant related party transactions entered by the company during the year
with the promoters, directors, key managerial personnel or other persons which may have a
potential conflict with the interest of the company.
The policy on related party transactions as approved by the board of directors is
hosted on the website of the company viz.
Particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arm's length transactions under third proviso thereto shall be disclosed in Form
No. AOC-2 as 'Annexure II' to this report.
Particulars of Employees
A table containing the particulars in accordance with the provisions of Section 197(12)
of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as 'Annexure III to this Report.
In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at
the Registered Office of the Company.
Copies of this statement may be obtained by the members by writing to the Company
Secretary at the Registered Office of the Company.
The ratio of the remuneration of each Director to the median employee's remuneration
and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
enclosed in Annexure ?€“ IV and forms part of this Report.
Statutory Auditors
In terms of Section 139 of the Companies Act, 2013 and the rules made there under M/s G
M K & CO LLP., (Firm Registration no. S200357) Chartered Accountants, appointed as
statutory auditors of the company in the 30 th Annual General Meeting for a period of five
years from the conclusion of 30 th AGM.
Management responses to observations in Auditor's Report
The Auditors report and noted to accounts is self-explanatory do not call for any
further comments. The Auditor's report is enclosed with the financial statement in this
Annual report.
With reference to observations made in the CARO report, the following are the responses
of the Management against the observation of auditor.
| S. No |
Audit Observation |
Management Comments |
| 1. |
Statutory dues which are due payable for more than six months
from the date on which they become payable. |
The company will ensure to pay the statutory dues upon
arrangement of funds. |
Cost Audit Report
The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company
and hence, no cost auditors are appointed.
Secretarial Audit Report
Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies
Act, 2013, the company is required to obtain Secretarial Audit Report from Practicing
Company Secretaries. C V Reddy K Associates, practicing company secretary was appointed to
issue Secretarial Audit Report for the Financial Year 2024-25.
Secretarial Audit Report issued by C V Reddy K Associates, practicing company
secretariesin Form MR-3 for the Financial Year 2024-25 is enclosed as Annexure-V to this
Report.
The following are the management's reply to the Secretarial auditor's observations:
| S. No. |
Observations of Secretarial Auditor |
Management\u2019s Reply |
| 1. |
The Company has not submitted information as required under Regulation 46 and 62 of
SEBI (LODR), 2015 |
There was an issue with updating the company website due to
technical problems. The management has since resolved the issue and is in the process of
updating all relevant information. |
| 2. |
The Company is in receipt of notice from the BSE of Corporate
Governance |
The management has complied with said notice and the penalty
has not been paid. |
| 3. |
There were few forms filed with Delay with Registrar of
Companies |
Delay due to MCA technical Glitches. |
As required under the provisions of SEBI LODR Regulations, a certificate confirming
that none of the Directors on the Board have been debarred or disqualified by the
Board/Ministry of Corporate Affairs or any such statutory authority obtained from C V
Reddy K Associates, Practicing Company Secretaries is a part of these report.
Business Responsibility Report (BRR)
Securities Exchange Board of India (SEBI) by notification No. SEBI/LAD-NRO/GN/2019/45
dated 26.12.2019 (Securities and Exchange Board of India ?€“ Listing
Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019 has mandated
the inclusion of BRR as part of the Annual Report for the top 1000 listed entities based
on their market capitalization on Bombay Stock Exchange Ltd and National Stock Exchange of
India Ltd as at 31 st March of every year. In view of the requirements specified, the
company is not mandated for the providing the BRR and hence do not form part of this
Report.
Annual Return
In accordance with Section 134(3) (a) of the Act, an Annual Return in the prescribed
form MGT-7 is placed on the website of the Company at
Corporate Social Responsibility
The provisions w.r.t. CSR is not applicable to the Company. Therefore, the Company had
not constituted CSR committee during the Financial Year 2023-24.
Particulars of Loans, Guarantees and Investments
Details of loans and guarantees given and investments made under Section 186 of the Act
are provided in the Notes to the Financial Statements.
Whistle Blower Policy/Vigil Mechanism
Pursuant to the provisions of section 177 of the companies act, 2013 and the rules
framed there under and pursuant to the applicable provision of SEBI (Listing Obligations
and Disclosure Regulations), 2015 of the listing agreement entered with stock exchanges,
the company has established a mechanism through which all stake holders can report the
suspected frauds and genuine grievances to the appropriate authority. The Whistle blower
policy which has been approved by the board of directors of the company has been hosted on
the website of the company viz.
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.
Risk Management Policy
The Board of Directors has formed a Risk Management Committee to identify, evaluate,
mitigate and monitor the risks associated with the business carried by the company. The
committee reviews the risk management plan and ensures its effectiveness. A mechanism has
been put in place which will be reviewed on regular intervals.
Policy on Sexual Harassment;
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace
in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. During the financial year ended 31st March, 2025, the Company
has not received any complaints pertaining to Sexual Harassment.
Material changes and commitments, if any, affecting the financial position of the
company;
There are no material changes and commitments after the closure of the financial year,
which will affect the financial position of the Company.
There are no other Material Changes and Commitments affecting the financial position of
the Company which occurred between the end of the financial year to which the financial
statements relate and the date of this Report.
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 significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
Public Deposits
Your Company has not accepted any deposits from the public. As such, there was no
principal or interest outstanding on the date of the Balance Sheet.
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Conservation of Energy which is not furnished as the relative rule is not applicable to
your company.
There is no information to be furnished regarding Technology Absorption as your company
has not undertaken any research and development activity in any manufacturing activity nor
any specific technology is obtained from any external sources which needs to be absorbed
or adapted.
Foreign Exchange Earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows is as follows:
Foreign Exchange Inflows : NIL Foreign Exchange Outflows : NIL
Internal Audit & Controls;
The Company has adequate Internal Financial Controls consistent with the nature of
business and size of the operations, to effectively provide for safety of its assets,
reliability of financial transactions with adequate checks and balances, adherence to
applicable statues, accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor revenue and expenditure against approved
budget on an ongoing basis.
Internal Financial Control Systems;
The Company has adequate Internal Financial Controls consistent with the nature of
business and size of the operations, to effectively provide for safety of its assets,
reliability of financial transactions with adequate checks and balances, adherence to
applicable statues, accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor revenue and expenditure against approved
budget on an ongoing basis.
Industrial Relations;
The company enjoyed cordial relations with its employees during the year under review
and the Board appreciates the employees across the cadres for their dedicated service to
the Company and looks forward to their continued support and higher level of productivity
for achieving the targets set for the future.
Risk Management Framework;
Pursuant to SEBI (LODR) Regulations, 2015, the Board of Directors of the top 1000
Listed entities are mandated to constitute a Risk Management Committee. Since the Company
is not falling under the above criteria, there is no requirement to constitute such a
committee.
However, periodic assessments to identify the risk areas are carried out and management
is briefed on the risks in advance to enable the Company to control risk through a
properly defined plan. The risks are taken into account while preparing the annual
business plan for the year.
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 attention are
currently underway. Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement
Acknowledgements;
Your directors wish to express their appreciation of the support and co-operation of
the Central and the State Government, bankers, financial institutions, business
associates, employees, shareholders, customers, suppliers and alliance partners and seeks
their continued patronage in future as well.
|
|
for and on behalf of the Board of AJEL LIMITED |
| Place: Hyderabad |
Sd/- |
Sd/- |
| Date: 05.09.2025 |
SRINIVASA REDDY ARIKATLA |
HARSHANA ANTHRAJI |
|
Managing Director |
Whole time Director & CFO |
|
DIN: 01673552 |
DIN: 07466984 |
|