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Sigma Solve Ltd.

BSE: 535365 Sector: IT
NSE: SIGMA ISIN Code: INE0A0S01010
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Sigma Solve Ltd. (SIGMA) - Director Report

Company director report

To

The Shareholders SIGMA SOLVE LIMITED

Your Directors are pleased to present the 11th Annual Report on business and operationsof the

Company together with the Audited Accounts and the Auditors' Report of your Company forthe financial year ended 31st March 2021.

1. FINANCIAL PERFORMANCE:

Key aspects of Company' financial performance for the financial year 2020-21 istabulated below:-

[Amount in Rupees]

Standalone Consolidated
Particulars FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Total Revenue 77961316 56937697 214959570 109705523
Total Expenditure 64606932 47501180 138304026 86540034
Profit Before Depreciation & Tax 13354384 9436517 76655544 23165489
Depreciation & Amortization 555495 747810 3193511 1925802
Expenses
Profit Before Tax 12798889 8688707 73462033 21239687
Tax Expense 3302787 2223185 21480901 2223185
Profit For The Year 9496102 6465522 51981132 19016502
Net Profit Attributable:-
Owners of Company 9496102 6465522 31180461.26 14682624.17
Non-Controlling Interest NA NA 20800670.64 4333877.81
Earnings Per Share:-
Basic & Diluted 2.70 2.45 8.87 5.57

2. OPERATIONS REVIEW: (A) STANDALONE RESULTS

The Company's total income from operations including other income during the financialyear ended on 31st March 2021 was at Rs.77961316/- as against Rs.56937697/-of the previous year. The Company has made Net Profit after providing depreciationprovision of tax and other adjustments for the year under review amounted to Rs.9496102/-.

(B) CONSOLIDATED RESULTS

During the year under review the Company's consolidated total income from operationsincluding other income was Rs.214959570/-. The Company has made Net Profitafter providing depreciation provision of tax and other adjustments for the financialyear ended March 31 2021 which amounted to Rs.51981132/-. Company is takingvarious measures to increase the sales and boost up the profit in coming year.

3. DIVIDEND:

The Directors have recommended a Dividend of Rs0.50/-(Fifty Paisa Only) per equityshare of Rs.10/-(Ten Only) each if approved by the Members in the AGM. The said Dividedwould result into a total cash Outflow of Rs.2055500/-(Twenty Lakhs Fifty Five ThousandFive Hundred Rupees Only) out of standalone profits earned during the financial year2020-2021 resulting in a dividend payout of 21.65% percent of the standalone profits ofthe Company.

4. TRANSFER TO RESERVE

We do not propose to transfer any amount to general reserve on declaration of dividend.

5. SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company has foreign subsidiary. Details of Subsidiary Company is as under:

- Subsidiary Company: Sigma Solve Inc. (51.04%)

The financial highlights of Subsidiary Company are part of this Annual Report as Annexure-Ias prescribed in Form AOC-1.

6. FIXED DEPOSIT:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of

Section 73 of the Companies Act 2013 ("the Act") read with the Companies(Acceptance of Deposit)

Rules 2014 during the period under review. Hence the requirement for furnishing thedetails of deposits which are not in compliance with Chapter V of the Act is notapplicable.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152(6) of the Act Mr. Nitin Pramukhlal Patel [DIN:-08370120]retires by rotation at the forthcoming Annual General Meeting and being eligible heoffers himself for reappointment. Details of Director seeking re-appointment as requiredunder the Listing Regulations are provided in the Notice forming part of this AnnualReport. Their re-appointments are appropriate and in the best interest of the Company.

Pursuant to Section 149(7) of the Act the Company has received necessary declarationfrom each Independent Director confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Act and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The terms and conditions of the Independent Directors areincorporated on the website of the Company www.sigmasolve.in

BOARD DIVERSITY:

None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164(2) of the Act.

KEY MANAGERIAL PERSONNEL

As of the date of this report the KMPs are as follows:-

Sr. NO. NAME OF THE KMP DESIGNATION
1. Prakash Ratilal Parikh Managing Director
2. Kalpana Parikh Prakashbhai Wholetime Director
3. Chinmay Himatlal Shah Chief Financial Officer
4. Saurabh Balkrishna Shah Company Secretary

8. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance withthe Provision of Section 197 (12) of the Act read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as "Annexure-II"to its report.

9. SHARE CAPITAL:

During the year under review there has been no change in the Share Capital of theCompany. The

Company's Authorized share capital is Rs.45000000/- comprising of 4500000 equityshares of Rs.10/- each.

During the year the Paid-up share capital has been increased from Rs.30100000/-comprising of 3010000 equity shares of Rs.10/- each to Rs.41110000/- comprising of4111000 equity shares of Rs.10/- each pursuant to Initial public offering of 1101000Equity shares of Rs. 10/- each on EMERGE Platform of National Stock Exchange of IndiaLimited w.e.f 19.10.2020.

10. BOARD EVALUATION:

Pursuant to the provisions of the Act and SEBI (LODR) Regulation 2015 The Boardevaluated the effectiveness of its functioning and that of the Committees and ofindividual directors by seeking their inputs on various aspects of Board/Committee. Theevaluation covered functioning and composition of the Board and its committeesunderstanding of the roles and responsibilities experience competencies participationat the Board and Committee meetings corporate governance practices etc. Evaluation of theBoard and its compositions was carried out through a defined process covering the areas ofthe Boards functioning viz. composition of the Board and Committees understanding ofroles and responsibilities experience and competencies contribution at the meetings etc.

11. VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the

Company encourages the Whistle Blower to report genuine concerns or grievances andprovide for adequate safe guards against victimization of Whistle Blower who avails ofsuch mechanism and also provides for direct access to the Chairman of the Audit Committeein exceptional cases. The functioning of vigil mechanism is reviewed by the AuditCommittee from time to time. None of the Whistle blowers has been denied access to theAudit Committee of the Board. The Whistle Blower Policy of the Company is available on thewebsite of the Company www.sigmasolve.in.

12. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company which is posted on the website of the Company under InvestorInfo/Policies/Code of Conduct. All Board Members and Senior Management Personnel haveaffirmed compliance with the Code on an annual basis.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company has made practice of regularly informing the Directors all the changes inthe Company as well as changes in laws which are applicable to the Company at Boardmeeting held during the year.

14. AUDITORS AND AUDITORS' REPORT

Board of Director of our Company Pursuant to Provision of Section 139 of the Actproposed to appoint M/s. Mistry & Shah LLP Chartered Accountants Ahmedabad [FirmRegistration No.W100683] as a Statutory Auditor of the Company from the conclusion of 11thAnnual General Meeting until the conclusion of 16th Annual General Meeting of the Companyto be held in year 2026 on such remuneration plus out of pocket expenses as may bemutually agreed between the Board of Directors of the Company and the Auditors in placeof M/s. A Y & Co. Chartered Accountants [Firm Registration No.020829C]who have showntheir unwillingness to act as Statutory Auditor of the Company from the conclusion of this11th AGM"

The Company has received a confirmation from M/s Mistry & Shah LLP CharteredAccountants that they are not disqualified to act as the Auditors and are eligible to holdthe office as Auditors of the Company. Necessary resolution for appointment of the saidAuditors is included in the Notice of AGM for seeking approval of members.

15. STATUTORY AUDITOR'S REPORT

The Board has reviewed the Statutory Auditors' Report on the Accounts of the Company.The observations and comments appearing in the Auditors' Report are self-explanatory anddo not call for any further explanation/ clarification by the Board of Directors asprovided under section 134 of the Act.

16. COST AUDIT

As per the criteria of section 148 of the Act Cost records not applicable to Company.

17. SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under Mukesh H Shah & Co.Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. Thereport of the Secretarial Auditor is enclosed to this report as "Annexure IV".The report is self-explanatory.

18. INTERNAL AUDITORS

M/s. Kevin R Shah & Co. Chartered Accountants Ahmedabad has been appointed asInternal Auditors of the Company. Internal Auditors are appointed by the Board ofDirectors of the Company on a yearly basis based on the recommendation of the AuditCommittee. The Internal Auditor reports their findings on the Internal Audit of theCompany to the Audit Committee on a half yearly basis. The scope of internal audit isapproved by the Audit Committee.

19. RELATED PARTY TRANSACTIONS

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 188 of the Act were in ordinary course of business and onarms' length basis.

Details of the transactions pursuant to compliance of section 134(3)(h) of the Act andrule 8(2) of the companies (Accounts) Rule 2014 are disclosed in the Notes to thefinancial statements.

However there are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large. The particulars ofcontracts or arrangements with related parties referred to in Section 188(1) of the Act as Annexure-III as prescribed in Form AOC-2.

20. BUSINESS RISK MANAGEMENT:

The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing/ mitigating the same. The Company has framed aformal Risk Management Framework for risk assessment and risk minimization which isperiodically reviewed to ensure smooth operation and effective management control. TheAudit Committee also reviews the adequacy of the risk management framework of the Companythe key risks associated with the business and measure and steps in place to minimize thesame.

21. DISCLOSURES:

Number of Board Meetings conducted during the year under review

During year under review 09(Nine) Board Meetings were duly convened and held as perthe provisions of the Act. Total number of Board meetings convened and held along withdates is mentioned below:

Number of Board Meeting held: 09
Sr. Date of No Meeting Total Number of directors associated as on the date of meeting Attendance Number of directors attended %
1 01.07.2020 5 5 100
2 14.07.2020 5 5 100
3 27.07.2020 5 5 100
4 24.08.2020 5 5 100
5 14.09.2020 5 5 100
6 15.10.2020 5 5 100
7 06.11.2020 5 5 100
8 27.11.2020 5 5 100
9 24.03.2021 5 5 100

22. DETAILS PERTAINING TO THE CONSTITUTION AND COMPOSITION OF THE BOARD

COMMITTEES

? Audit Committee

Our Company has formed the Audit Committee vide resolution passed in the meeting ofBoard of Directors held on 23rd September 2019 as per the applicable provisions of theSection 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations(applicable upon listing of

Company's Equity Shares).

The composition of the Audit Committee and details of meetings attended by the membersof the Audit Committee are given below:

Name Designation Category No. Of Meetings held during the year
Held Attended
Mr. Jayesh Shah Chairman Non-Executive- Independent Director 3 3
Mr. Raxitkumar Patel Member Non-Executive- Independent Director 3 3
Mr. Nitin Patel Member Non-Executive-Non- Independent Director 3 3

? Nomination and Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing

Regulations (applicable upon listing of Company's Equity Shares)vide board resolutiondated

23rd September 2019. The Nomination and Remuneration Committee comprises the followingmembers:

Name Designation Category No. Of Meetings held during the year
Held Attended
Mr. Jayesh Shah Chairman Non-Executive- Independent Director 2 2
Mr. Raxitkumar Patel Member Non-Executive- Independent Director 2 2
Mr. Nitin Patel Member Non-Executive-Non- Independent Director 2 2

The Policy of nomination and Remuneration committee has been place on the website ofthe company at www.sigmasolve.in

? Stakeholder's Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 20 of SEBI ListingRegulations

(applicable upon listing of Company's equity shares)vide board resolution dated 23rdSeptember 2019. The constituted Stakeholders Relationship Committee comprises thefollowing members:

Name Designation Category No. Of Meetings held during the year
Held Attended
Mr. Raxitkumar Patel Chairman Non-Executive- Independent Director 1 1
Mr. Jayesh Shah Member Non-Executive- Independent Director 1 1
Mr. Nitin Patel Member Non-Executive-Non- Independent Director 1 1

23. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and ScheduleV of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the companies' current working and futureoutlook of as per "Annexure V".

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT 2013

Details of Loans Guarantees and Investments covered under the provisions of section186 of the Act are given in the notes to the financial statements.

25. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNING AND OUTGO:

The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Act is not applicable to the Company as the Companyis presently not engaged in any manufacturing activities.

The Foreign Exchange Earnings Rs.74941117/- and Outgo on account of theoperation of the Company during the year was Rs. Nil/-.

26. PARTICULARS OF REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/

EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company is are given in the notes to the financial statements.

27. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year 2020-21 In the Month of October 2020 the company conducted SME IPOand got its shares listed on at NSE SME (EMERGE PLATFORM) and is traded on the exchangew.e.f 19th October 2020. In the said IPO 1101000 Fresh Equity shares of Rs. 10/- eachfor cash at a price of Rs. 45/- per equity share were issued through which an amountaggregating to Rs.495.45 Lakhs was raised. Except as mentioned above there are No othermaterial changes and commitments affecting the financial position of the Company occurredbetween the ends of the financial year to which this financial statements relate on thedate of this report.

28. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the criteria of section 135 of the Act your Directors needs to inform you thatyour company does not fall in the ambit of this section.

29. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub section 5 of the Act Directorssubscribe to the

"Directors' Responsibility Statement" and confirm that:

a) In preparation of annual accounts for the year ended 31st March 2020 theapplicable accounting standards have been followed and that no material departures havebeen made from the same; b) The Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit or loss of the Company for that year; c) TheDirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d)The Directors had prepared the annual accounts for the year ended 31st March 2020 ongoing concern basis. e) The Directors had laid down the internal financial controlsto be followed by the Company and that such Internal Financial Controls are adequate andwere operating effectively; and f) The Directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

30. REPORT ON FRAUDS

There were no frauds reported during the year.

31. SEXUAL HARRASEMENT AT WORKPLACE :

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2020-21 the Company has not received any complaints on sexual harassment.

32. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

There was no amount outstanding to be transferred as unclaimed dividend to investoreducation and protection fund during the FY 2020-21.

33. SECRETARIAL STANDARDS:

The Director State That Applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto meeting of Board of Directors and General Meetings respectively have been duly followedby Company.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements. During theyear such Controls were tested and no reportable material weakness was observed.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS:

There are no significant and material orders passed by Regulators/Court/Tribunalsagainst the company.

36. CORPORATE GOVERNANCE

Provisions relating to Corporate Governance Report under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to SMElisted Company hence the same has not been annexed to the Board's Report for the financialyear ended on 31.03.2021.

37. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners and bankers for thecontinued support co-operation and assistance given by them to the Company and their condence reposed in the management.

FOR SIGMA SOLVE LIMITED
Place: AHMEDABAD
Date : 24.08.2021
PRAKASH RATILAL PARIKH
DIN: 03019773
Chairman & Managing Director

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