To
The Members of
OCTAWARE TECHNOLOGIES LIMITED
Your directors have pleasure in presenting the 18th Annual Report together
with Audited Financial Statements for the Financial Year ended 31st March,
2023. Further, in compliance with the Companies Act, 2013, the Company has made requisite
disclosures in this report with the objective of accountability and transparency in its
operations to make you aware about its performance and future perspective of the Company.
1) FINANCIAL PART:
I. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
(Rs. In Lakhs)
|
For the Financial Year ended |
| PARTICULARS |
March 31, 2023 |
March 31, 2022 |
| Total Income |
612.18 |
698.45 |
| Total Expenditure |
617.45 |
687.15 |
| Profit after Depreciation but Before Tax |
(5.27) |
11.30 |
| Less: Current Tax |
0 |
6.95 |
| Deferred Tax |
(2.17) |
2.56 |
| Income Tax Adjustments of Earlier Year |
0 |
0 |
| Profit / loss After Tax |
(3.09) |
1.79 |
II. OPERATIONS AND PERFORMANCE OF THE COMPANY:
During the year under review, the Total Income of the company decreased to Rs. 612.18
lakhs as against the income of Rs. 698.46 Lakhs in the previous year. The net loss of the
Company is Rs. (3.09) Lakhs as against the net profit of Rs. 1.79 lakhs in the previous
year. Also, the EPS for current Financial Year has been recorded at (.09) as against the
EPS of .05 in the previous year. Further, your directors expect much better performance in
coming years.
Further, there was no change in nature of the business of the Company, during the year
under review.
III. SUMMARY OF CONSOLIDATED FINANCIAL RESULTS:
|
For the Financial Year ended |
| PARTICULARS |
March 31, 2023 |
March 31, 2022 |
| Total Income |
1731.57 |
1720.37 |
| Total Expenditure |
1867.25 |
1652.88 |
| Profit after Depreciation but Before Tax |
(135.68) |
67.49 |
| Less: Current Tax |
- |
6.95 |
| Deferred Tax |
- |
1.37 |
| Income Tax Adjustments of Earlier Year |
- |
- |
| Profit / loss After Tax |
(135.68) |
(59.17) |
During the year under review, the Total Income of the consolidated Financials of the
company increased to Rs. 1731.57 lakhs as against the income of Rs. 1720.37 Lakhs in the
previous year. The net loss of the Company increased to Rs. (135.68) Lakhs as against the
net loss of Rs. (59.17) lakhs in the previous year. Also, the EPS for current Financial
Year has been recorded at (.38) as against the EPS of .16 in the previous year. Further,
your directors expect much better performance in coming years.
IV. DIVIDEND:
With a view to conserve resources, your directors thought it prudent not to recommend
any dividend for the Financial Year under review.
V. UNPAID DIVIDEND & IEPF:
The Company is not required to transfer any amount to the Investor Education &
Protection Fund (IEPF) and does not have unclaimed dividend which remains to be
transferred to Investor Education & Protection Fund (IEPF).
VI. TRANSFER TO RESERVES:
The Board of Directors has not appropriated and transferred any amount to any Reserve
and has decided to retain the entire amount in profit and Loss account.
VII. Deposits:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with the Chapter V of the Act
is not applicable.
VIII. Particulars of Loans, Guarantees or Investments:
Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The
Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time
(including any amendment thereto or re-enactment thereof for the time being in force), the
Company has not given any Loans, guarantees and security covered under Section 186 of the
Companies Act, 2013.
However, full particulars of Investments covered under Section 186 of the Companies
Act, 2013 made during the financial year under review has been furnished in Note No 5 to
the Audited Financial Statements provided in this Annual Report.
2) REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:
During the year under review, the Company have Three subsidiary, associate, and joint
venture company:
1. One is in India that is "Octaware Information Technologies Pvt Limited"
2. One in Dubai namely "Octaware Gulf FZE".
3. One in Qatar namely "Octaware Gulf (QFC Branch)".
Details of the Subsidiary Companies are enclosed in the Annexure – I in
Form AOC-1.
3) RELATED PARTY TRANSACTIONS:
I) The particulars of contracts or arrangements with related parties:
Your Company has historically adopted the practice of undertaking related party
transactions only in the ordinary and normal course of business and at arms length as
part of its philosophy of adhering to highest ethical standards, transparency and
accountability.
Further, Related Party Transactions are placed on a half yearly basis before the Audit
Committee and before the Board for approval. Prior omnibus approval of the Audit Committee
is obtained for the transactions which are of a foreseeable and repetitive nature.
The particulars of contracts or arrangements with related parties referred to in sub
section (1) of section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is
annexed hereto and marked as Annexure - II and forms part of this Report. All the
transactions other than transactions mentioned in AOC -2 is executed / undertaken by the
Company at arms length and in ordinary course of the business.
II) DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITY BELONGING TO
PROMOTER & PROMOTER GROUP
The Company has not made any transaction(s) with person or Entity belonging to Promoter
or Promoter Group that holds 10% or More shareholding of the Company.
III) Disclosure of Loans and advances in nature of Loan to Subsidiaries and
Associate of the Company:
During the year under review, your Company did not give any loan and advance in nature
of loan to any subsidiary and associate.
4) INSURANCE:
The assets of your Company are adequately insured. Your Company has also taken out
suitable cover for Public Liability.
5) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Financial Control System, commensurate with the size, scale
and complexity of its operations. The scope and authority of the Internal Financial
Control function is well defined. The Board of Directors of the Company is responsible for
ensuring that Internal Financial Controls have been laid down in the Company and that such
control is adequate and operating effectively. Internal Financial Control System evaluates
on a continuous basis, the adequacy and effectiveness of internal control mechanism with
interaction of KMP and functional staff. The Audit Committee reviews the Internal
Financial Control System in its meeting.
Further, the Internal Financial Controls with reference to financial statements as
designed and implemented by the Company are adequate. The preparation, designing and
documentation of Policy on Internal Financial Control are in place which reviewed
periodically and modified suitably to ensure controls. During the year under review, no
material or serious observation has been received from the Statutory Auditors of the
Company for inefficiency or inadequacy of such controls.
6) Changes in Share Capital:
During the Financial Year under review, there was no change in capital structure of the
company as shown in the table below and there are no outstanding shares issued with
differential rights, sweat equity or ESOS.
| Particulars |
No. of shares as at 31st March, 2023 |
Capital as at 31st March, 2023 |
| Shares outstanding at the beginning of the year |
3590570 |
35905700 |
| Changes during the year |
0 |
0 |
| Shares outstanding at the closing of the year |
3590570 |
35905700 |
7) MATTERS RELATED TO INDEPENDENT DIRECTORS:
I. Declarations by Independent Directors:
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation
16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
II. Evaluation by Independent Director:
In a separate meeting of Independent Directors, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive Director.
III. Opinion of Board of Directors pertaining to Independent Directors of the Company:
In the opinion of the Board of Directors of the Company Mrs. Usha Mishra, Mrs. Rabia
Khan and Mrs. Vidya Hemakar Shetty, Non-Executive Independent directors are independent of
the management and complies with criteria of Independent Director as placed under
Companies Act, 2013.
Further, the afore-said independent director does possess integrity, expertise and also
have vast experience which is necessary or suitable to be the Director of the Company
8) MATTERS RELATING TO BOARD OF DIRECTORS:
I. Meeting of Board of Directors of the Company during the Financial Year 2022-23:
During the year under review Six (6) meetings of the Board of Directors were held on
30.05.2022, 08.08.2022, 07.09.2022, 14.11.2022, 30.12.2022, and 11.02.2023 in accordance
with the provisions of the Companies Act, 2013.
The intervening gap between any two Meetings was within the period prescribed by the
Companies Act, 2013. Further, The Company has complied with the applicable Secretarial
Standards in respect of all the above-Board meetings.
II. Annual evaluation of Directors, Committee and Board:
The Board of Directors of the Company has carried out an annual performance evaluation
of its own performance, and of the directors individually, as well as the evaluation of
all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship and
Internal Complaint Committee for Prevention and Prohibition of Sexual Harassment of Women
at Workplace.
The Board adopted a formal evaluation mechanism for evaluating its performance and as
well as that of its committees and individual directors. The exercise was carried out by
feedback survey from each director covering Board functioning such as composition of Board
and its Committees, experience and competencies, governance issues etc. Separate Exercise
was carried out to evaluate the performance of individual directors who were evaluated on
parameters such as attendance and contribution at the meeting etc.
9) SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA:
The Nomination and remuneration Committee works with the Board to determine the
appropriate characteristics, skills and experience for the Board as a whole and its
individual members with the objective of having a Board with diverse background and
experience in business, government, education and public service. Characteristics expected
of all Directors include independence, integrity, high personal and professional ethics,
sound business judgment, ability to participate constructively in deliberations and
willingness to exercise authority in a collective manner.
10) FAMILIARIZATION PROGRAMME:
The Company has conducted the programme through its Managing Director, Whole-time
Director, Company Secretary and other Senior Managerial Personnel to familiarize the
Independent Directors with Company in following areas: -
- Familiarization with the Company;
- Independent directors roles, rights and responsibilities;
- Board dynamics & functions;
- Nature of the Industry in which the Company operates;
- Business Model of the Company;
- Compliance management.
The Policy on Familiarization Programme may be accessed on the Companys website at
www.octaware.com. All new Independent Directors inducted on the Board go through a
structured orientation programme. The new Independent Directors are given an orientation
with regard to the roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, the Business models of the Company etc.
The newly appointed Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize them with the Companys policies, procedures
and practices.
11) CRITERIA FOR MAKING PAYMENT TO NON - EXECUTIVE DIRECTORS
I. Sitting Fee:
Each Non-Executive Director should be paid per meeting attended as sitting fee for
Board Meeting and for Committee Meeting subject to approval of Board and as per provision
of the Companies Act, 2013.
II. Commission:
Under the Companies Act, 2013, Section 197 allows a company to pay remuneration to its
Non-Executive Directors either by way of a monthly payment or at a specified percentage of
the net profits of the company or partly by one way and partly by the other. Further, the
section also states that where the company has managing director or whole-time director or
manager, then a maximum of 1% of its net profits can be paid as remuneration to its
Non-Executive Director. In case there is no managing director or whole-time director or
manager, then a maximum of 3% of net profit can be paid. Thus, the basis of payment to the
Non-Executive Director is the net profit of the Company.
III. Reimbursement of actual expenses incurred:
Non-Executive Director may also be paid / reimbursed such sums either as fixed
allowance and /or actual as fair compensation for travel, boarding and lodging and
incidental and /or actual out of pocket expenses incurred by such member for attending
Board/Committee Meetings or for Companys work.
IV. Payment and other consideration to independent directors:
An independent director shall not be entitled to any stock option and may
receive remuneration only by way of fees and reimbursement of expenses for participation
in meetings of the Board or committee thereof and profit related commission up to a
certain percentage of net profits in such proportion, as may be permissible under the
applicable law.
12) APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONS
DURING THE YEAR 2022-23:
I. With respect to Directors of the Company:
- Appointment and Resignation:
None of the directors of the Company has appointed and resigned during the Financial
Year ending 31st March, 2023, Except Mrs. usha Mishra Non-executive Independent Director
resigned from the company w.e.f 14.11.2022
Reappointment:
During the year under review, there was no re-appointment of directors in the Company.
- Retirement by Rotation:
In accordance with the provisions of the Act, none of the Independent Directors is
liable to retire by rotation. As per the provisions of Section 152 of the Companies Act,
2013 Mr. Aslam Khan non- Independent Director retires by rotation at the ensuing 18th
Annual General Meeting and being eligible, offer himself for re-appointment on the same
terms & Conditions and remuneration.
II. With respect to Key Managerial Personnel of the Company:
- Appointment:
During the Financial Year 2022-23, there was no appointment of Key Managerial Personnel
in the Company. However, the Board in its meeting held on 08.08.2022 appointed Mr.
Shahnawaz Aijazuddin Shaikh as the Chief Financial Officer of the Company.
Resignation:
Mrs. Usha Mishra (DIN: 08099093), Non-executive Independent director, Resigned from the
directorship of the Company with effect from 14th November,2022 which was taken
on record by the Board of Directors of the Company in the Board Meeting held on
14.11.2022. The Company expressed its deep sense of appreciation for her service to the
Company and acknowledges her efforts and contributions made towards success of the
Company.
Reappointment:
There is no re-appointment made by the board of directors in the year 2022-2023.
13) COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:
Following are the Committees of Board of Directors of the Company. Composition of the
following Committees are as follows:
I. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity
with the provisions of the said section. The details of Composition of audit committee are
as below:
| Name of Member |
Position in Committee |
| Mrs. Rabia Khan |
Chairman & Member |
| Mrs. Vidya Hemakar Shetty |
Member |
| Mrs. Usha Mishra |
Member |
The Committee met 4 (Four) times during the Financial Year ended 31st March,
2023 in accordance with the provisions of the Companies Act, 2013. After 14.11.2022, Mrs.
Usha Mishra was not liable to attend any committee meeting due to her resignation.
The intervening gap between any two Meetings was within the period prescribed by the
Companies Act, 2013. Further, The Company has complied with the applicable Secretarial
Standards in respect of all the above-Committee meetings.
II. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination
and Remuneration Committee is in conformity with the provisions of the said section. The
details of Composition of Nomination and Remuneration Committee are as below:
| Name of Member |
Position in Committee |
| Ms. Rabia Khan |
Chairman & Member |
| Ms. Vidya Hemakar Shetty |
Member |
| Mrs. Usha Mishra |
Member |
The Committee met 2 (two) times during the Financial Year ended 31st March
2023 in accordance with the provisions of the Companies Act, 2013. The intervening gap
between any two Meetings was within the period prescribed by the Companies Act, 2013.
Further, The Company has complied with the applicable Secretarial Standards in respect of
all the above-Committee meetings. After 14.11.2022, Mrs. Usha Mishra was not liable to
attend any committee meeting due to her resignation.
III. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The composition of the Stakeholder
Relationship Committee is in conformity with the provisions of the said section. The
details of Composition of Stakeholders Relationship Committee are as below:
| Name of Member |
Position in Committee |
| Ms. Rabia Khan |
Chairman & Member |
| Ms. Vidya Hemakar Shetty |
Member |
| Mrs. usha Mishra |
Member |
The Committee met 2 (two) times during the Financial Year ended 31st March,
2023 in accordance with the provisions of the Companies Act, 2013. The intervening gap
between any two Meetings was within the period prescribed by the Companies Act, 2013.
Further, The Company has complied with the applicable Secretarial Standards in respect of
all the above-Committee meetings. After 14.11.2022, Mrs. Usha Mishra was not liable to
attend any committee the meeting due to her resignation
IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Your company is not required to provide statement on Corporate Social Responsibility as
per Section 134 (3) of the companies Act, 2013 as your company do not fall under the
criteria provided under section 135 (1) of Companies Act, 2013, therefore no such
committee was constituted.
V. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF
WOMAN AT WORKPLACE:
The Company has in place an Anti-harassment policy in line with the requirements of the
Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
Any complaint/ grievances from women employees are reported to Chairman. All employees
(Permanent, contractual & temporary) are covered under the policy. There were no
complaints received from any employee during the Financial Year 2022-23 and no complaint
is outstanding as on 31st March, 2023.
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
14) VIGIL MECHANISM / WHISTLE BLOWER AND RISK MANAGEMENT POLICY:
Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company already has
in place "Vigil Mechanism Policy" (Whistle Blower Policy) for Directors and
employees of the Company to provide a mechanism which ensures adequate safeguards to
employees and Directors from unethical behaviour, actual or suspected, fraud or violation
of Companys code of conduct or ethics policy etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee. The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business operations. The Company also
adopted Risk Assessment Procedure.
15) RISK MANAGEMENT:
The Company has in place a risk management framework which identifies and evaluates
business risks and opportunities. The Company recognizes that these risks need to be
managed and mitigated to protect the interest of the shareholders and stakeholders to
achieve business objectives and enable sustainable growth. The risk management framework
is aimed at effectively mitigating the Companys various business and operational risks,
through strategic actions. Risk management is embedded in our critical business
activities, functions and processes. The risks are reviewed for the change in the nature
and extent of the major risks identified since the last assessment. It also provides
control measures for risk and future action plans.
16) AUDITORS & REPORTS:
I. Statutory Auditors of the Company and their observations on accounts for the year
ended 31st March, 2023:
Under Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is
mandatory to rotate the statutory auditors on completion of two terms of five consecutive
years and each such term would require approval of the shareholders.
Your Board recommended M/s. DGMS & Co, Chartered Accountants appointed as Statutory
Auditors from the conclusion of the 16th Annual general Meeting till the
conclusion of the 21th Annual General Meeting of the Company i.e. for a period of 5 years.
Further, there no observations / qualifications / disclaimers made by the M/s. DGMS
& Co, Chartered Accountants, in their report for the Financial Year ended 31st March
2023. Further, the Notes to the Accounts referred to in Auditors Report are
self-explanatory and does not call for any comment.
II. Cost Auditors of the Company:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is not required to maintain Cost Records under said Rules. Since, the Company is not
required to maintain cost records; the question of audit of such records does not arise.
III. Secretarial Auditors of the Company:
Provisions of Section 204 read with Section 134 (3) of the Companies Act, 2013,
mandates to obtain Secretarial Audit Report from Practicing Company Secretary. In the
Board Meeting held on 30.05.2022, M/s Chirag Jain & Associates, Practicing Company
Secretaries had been appointed to issue Secretarial Audit Report for the financial year
2022-23.
Secretarial Audit Report issued by M/s C. B. Jain & Associates., Practicing Company
Secretaries in Form MR-3 for the Financial Year 2022-23 is hereto marked and annexed as Annexure
– III with this report and is forming part of the Boards Report. The said report
contain one observation or qualification requiring explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013.
Pursuant to Provision of Section 179 (3) clause (d) of the Companies Act, 2013 read
with Rule 8 of The Companies (Meetings of Board and its Powers) Rules, 2014. During the
year The Company has borrowed a sum of Rs. 20 lakhs in different tranches from its
subsidiary M/s Octaware Information technologies Private Limited without passing the
resolution as specified under section 179 of the Companies Act, 2013.
IV. Internal Auditor of the Company:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, in the Board
Meeting held on 30.12.2022, M/s. M. Azam & Co., Chartered Accountants has been
appointed by the Board of Directors as Internal Auditor of the Company for the Financial
Year 2022-23.
17) REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):
There were no incidences of reporting of frauds by Statutory Auditors of the Company
under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.
18) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The nature of the activities of the Company is such that the disclosure in respect of
Conservation of energy and Technology Absorption pursuant to Rule 8 of Companies
(Accounts) Rules, 2014 is not applicable and the Company does not have any foreign
exchange earnings and outgo during the financial year under review.
19) EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Copy of
the Annual Return for the financial year ended 31st March 2023 made under the
provisions of Section 92(3) of the Act is attached as Annexure–IV.
The extract of Annual Return shall also be placed on the website of the Company at:
www.octaware.com
20) PARTICULARS OF EMPLOYEES:
Details as required under Section 197 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is hereto marked and annexed as Annexure
– V with this report and is forming part of the Boards Report.
The Companys remuneration policy for Directors, Key Managerial Personnel and other
employees represents the overarching approach of the Company and is directed towards
rewarding performance based on review of achievements periodically.
21) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, in terms of Regulation 34 (2) (e) Securities
and Exchange Board of India (listing obligations and disclosure requirements) regulations,
2015 is hereto marked and annexed as Annexure – VI with this report and is
forming part of the Boards Report.
22) CORPORATE GOVERNANCE:
As per Regulation 15 (2) (a) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)Regulations, 2015, the compliance with the
Corporate Governance provisions as specified in Regulations 17 to 27 and clauses(b) to (i)
of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V are not
applicable to the Company because the paid up equity share capital of the Company is less
than Rs. 10 Crore and net worth of the Company is less than Rs. 25 Crore as on the last
day of previous financial year and the company is also listed on SME platform.
23) MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF THE REPORT:
There have been no material changes and commitments which can affect the Financial
Position of the Company occurred between the end of the Financial Year of the Company and
date of this report.
24) OTHER DISCLOSURE:
I) Listing of shares of the Company:
Originally, the company was listed in April 2017 at Bombay Stock Exchange, Mumbai.
Except above, during the year under review, no order was passed by any Regulator(S),
Court(S) Tribunal(S) that could affect the going concern Status of the Company and the
Company is operating in an efficient manner. There were no significant / material orders
passed by any regulator or court or tribunal which would impact the going concern status
of the company and its future operations.
II) DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013 in relation to the Audited
Financial Statements of the company for the year ended 31st March, 2023 the
Board of Directors hereby confirms that
(a) That in the preparation of the annual financial statements for the year ended 31st
March,2023 the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
(b) That such accounting policies as mentioned in the Notes to the Financial Statements
have been selected and applied consistently and judgment and estimates have been made that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at 31stMarch, 2023 and of the profit of the Company for the year
ended on that date;
(c) That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act,2013 for safe
guarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) That the Audited Financial Statements have been prepared on a going concern basis;
(e) Those proper Internal Financial Controls were in place and that the financial
controls were adequate and were operating effectively;
(f) Those systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
III) Issue of Sweat Equity Shares;
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8
(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
IV) Employee Stock Option Plan;
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1) (b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
V) Issue of Shares with Differential Voting Rights;
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.
VI)Disclosure Under Section 67 (3) of the Companies Act, 2013;
During the year under review, no employees has exercised directly any voting rights
under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies
(Share Capital and Debentures) Rules, 2014. The Company has not floated any scheme in
which the Company has given loan to person in employment with a view to enabling them to
purchase or subscribe for fully paid up shares of the Company.
25) DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31
OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:
The said clause is not applicable.
26) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASON THEREOF:
The said clause is not applicable.
27) CAUTIONARY STATEMENT:
Statement in the Boards Report and the Management Discussion & Analysis describing
the companys objectives, expectations or forecasts may be forward looking within the
meaning of applicable Securities Laws and Regulations. Actual results may differ
materially from those expressed in the statement.
28) ACKNOWLEDGEMENTS AND APPRECIATION:
Your directors would like to express their appreciation for the assistance and
cooperation received from the Bankers, Central and State Government Departments,
customers, vendors, and other business partners. Further, we place on record our
appreciation for the contribution made by our employees at all levels. Our consistent
growth and success were made possible by their hard work, cooperation and support. Last
but not least the Directors place on record their gratitude to the Investors, Clients and
Shareholders of the Company for their support and trust reposed.
| Place : Mumbai |
For & on behalf of Board of Directors of |
| Date : 07.09.2023 |
OCTAWARE TECHNOLOGIES LIMITED |
| Sd/- |
|
| Mohammed Aslam Khan |
Mr. Shahnawaz Shaikh |
| Managing Director |
WTD & CFO |
| DIN: 00016438 |
DIN:06910575 |
+91-9892691696
