Dear Members
Your Directors are pleased to present their 27th Annual
Report together with the Audited Financial Statements of the Company for the year ended
March 31,2023.
FINANCIAL RESULTS
The discussion on the financial condition and results of operations of
your Company should be read in conjunction with the Companys Audited Standalone and the
Consolidated Financial Statements containing financials and notes thereto of Sagarsoft
(India) Limited and its subsidiary IT CATS LLC DBA INFOWAY SOFTWARE, USA for the year
ended March 31,2023 which are summarized below:
(Rs.in Lakhs, unless otherwise stated)
|
Standalone |
Consolidated |
| Particulars |
For the year ended 31st March,
2023 |
For the year ended 31st March,
2022 |
For the year ended 31st March,
2023 |
For the year ended 31st March,
2022 |
| Income from operations |
4948.75 |
4926.46 |
16415.30 |
11778.16 |
| Other Income |
235.59 |
134.56 |
243.68 |
136.13 |
| Total Income |
5184.34 |
5061.02 |
16658.98 |
11914.29 |
| Total Expenditure |
4759.54 |
4101.56 |
15339.58 |
10605.09 |
| Profit before depreciation, interest and tax |
424.80 |
959.46 |
1319.40 |
1309.20 |
| Depreciation |
220.30 |
217.23 |
259.99 |
222.74 |
| Profit before tax |
204.50 |
742.23 |
1059.41 |
1086.46 |
| Provision for Tax |
110.10 |
211.60 |
342.64 |
284.55 |
| Prior period taxes |
1.43 |
12.66 |
1.43 |
12.66 |
| Deferred Tax Asset / (Liability) for the year |
(43.97) |
(6.52) |
(47.37) |
(6.52) |
| Net Profit |
136.94 |
524.49 |
762.71 |
795.77 |
DIVIDEND
Dividend is recommended by your Board in the context of the Companys
overall profitability, free cash flow, capital requirements and other business needs as
well as the applicable regulatory requirements.
Your Board of Directors is pleased to recommend a dividend of Rs.2.00
(20%) per share on the 63,92,238 equity shares of Rs.10/- each for the year 2022-23. This
would result in a total outflow of Rs.127.84 Lakhs.
TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND
PROTECTION FUND:
Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 years from the
date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred
to the Investor Education and Protection Fund ("IEPF").
There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
TRANSFER TO RESERVES
As no transfer to any reserve is proposed, the entire balance available
in the statement of Profit and Loss is retained in it.
SHARE CAPITAL
AUTHORISED SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 10,00,00,000/-
comprising of 1,00,00,000 Equity Shares of Rs. 10/- each.
PAID-UP SHARE CAPITAL
The paid up capital of the company is Rs.6,39,22,380/- consisting of
63,92,238 equity shares of Rs.10/- each and there was no change in the share capital of
your company during the year under report.
During the period under review, your Company has not issued any shares
with differential rights, sweat equity shares and equity shares under employees stock
option scheme except the above allotments. Your Company has also not bought back its own
shares during the period under review.
UTILISATION OF FUNDS COLLECTED THROUGH PREFERENTIAL ISSUE
Pursuant to the approval accorded by you at the 25th Annual
General Meeting held on 07th July, 2021, your board had allotted 8,32,238
Equity shares at an issue price of Rs.254/- per share. Out of which, 6,32,238 equity
shares were allotted for consideration other than cash for acquisition of IT CATS LLC and
balance 2,00,000 shares for cash and accordingly raised a sum of Rs.5.08 crores through
the above allotment and the same will being utilized, inter-alia, for investment.
Further details as required under Regulation 32(7A) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, as amended from time
to time (hereinafter to be referred as "Listing Regulations") regarding the
collection and utilization of the funds referred to, have been given elsewhere in the
Report on Corporate Governance, which forms part of the Annual Report.
VARIATIONS IN NET WORTH
The Net worth of the Company as at the Financial Year ended March
31,2023 is Rs.5176.93 Lakhs as compared to Rs.5219.57 Lakhs as at the end of previous
financial year ended on March 31,2022.
MANAGEMENT DISCUSSION AND ANALYSIS
To avoid repetition in the Directors Report and the Management
Discussion and Analysis Report, the information under these reports is furnished below, as
a composite summary of the performance of the various aspects of the business of your
Company.
INDUSTRY REVIEW AND OVERVIEW
The growth of emerging economies has been more resilient, with India
leading the economic revival at a rate much higher than the rest of the world though the
current year also saw ongoing concerns around recession as the global economies saw slower
growth.
Among businesses, the Technology industry was the silver lining as
enterprises reshaped and accelerated their digital transformation agenda, and as a result,
sourcing, and talent strategies for 2023. Increasingly, enterprises, including traditional
enterprises, are leaning on technology for scaling automation while humanising UX,
streamlining supply chain, enhancing cyber resilience, and delivering their sustainability
goals towards becoming purpose-driven businesses.
While FY2022 was a year of milestones and resurgence- an outlier for
the Indian technology industry, FY2023 has been the year of continued revenue growth with
a focus on strengthening industry fundamentals and building on trust and competencies. The
volatile global economic scenario and impending recession continues to support the demand
for technology adoption and digital acceleration. Consequently, technology continues to be
a strategic imperative that is a critical component of business innovation and
transformation, as well as a source of improving operational and cost efficiencies.
The industry continues to be a net hirer, adding nearly 3 lakh
employees, strengthening its position as the ‘Digital Talent Nation for the world.
India, has grown from being the tenth largest economy ten years ago to
the fifth largest today. India has been the fastest growing major economy for the third
year in a row-poised for further growth, driven strongly by, among other factors, a robust
and diverse technology ecosystem. Diverse and inclusive new-age skilled talent pool with
strong entrepreneurial mindset people first innovation, responsible & ethical tech
& governance built on trust, commitment to Environmental, Social & Governance
(ESG) goals, & Corporate Social Responsibility (CSR), form the cornerstones of this
vibrant ecosystem.
Cost competitiveness and efficiencies, stable and trusted Government
consistently building a conducive business environment and infrastructure through reforms
and policies, along with the largest and youngest working population and consumer market,
makes the industrys foundation even stronger. Indias inherent leadership skills have
ensured Indian origin leaders occupy a seat at the table in global organizations, fronting
global charters across various verticals
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
As you are aware, your Company has acquired 100% stake in IT CATS LLC
DBA INFOWAY SOFTWARE, USA engaged in the business of staffing and information technology
related services with a broad range of technical skills, including but not limited to ERP,
client/server and web based application and database development.
IT CATS LLC, USA is the material unlisted subsidiary. your Company has
formulated a policy for determining material subsidiaries. The policy is available on the
website of the Company, https://www.sagarsoft.in/community-outreach/.
Salient features of the financials of the above mentioned wholly-owned
subsidiary have been given in Form AOC-1 as Annexure 1 to this report.
Your Company does not have any Joint Ventures or Associate Companies.
COMPANY?S PERFORMANCE
During the year, your Company earned a revenue of Rs.4948.75 Lakhs as
against Rs. 4926.46 Lakhs in the previous year, registering an increase of around 0.45%.
Earnings before interest, tax, depreciation and amortization (EBITDA)
was Rs.424.80 Lakhs against Rs. 959.46 Lakhs in the previous year. Profit after tax (PAT)
for the year was Rs.136.94 Lakhs as against Rs. 524.49 Lakhs in the previous year.
PERFORMANCE AND CONTRIBUTION OF THE SUBSIDIARY
During the year, IT CATS LLC, USA, wholly-owned subsidiary of the
Company earned a revenue of Rs.13262.20 Lakhs as against Rs.7182.49 Lakhs in the previous
year, registering an increase of around 84.64%. Profit after tax (PAT) for the year was
Rs.635.96 Lakhs as against Rs.271.24 Lakhs in the previous year. (Comparitive fugures are
from the date of acquisition i.e., 26.07.2021)
KEY RATIOS
| S.No. |
Ratio |
2022-23 |
2021-22 |
| 1 |
Current ratio = current assets / current liabilities |
6.99 |
8.05 |
| 2 |
Debt equity ratio = (Long-term borrowings + short term
borrowings + lease liabilities) / Equity |
0.19 |
0.04 |
| 3 |
Debt service coverage ratio = (Profit after tax + finance
cost + depreciation + other adjustments like loss on sale of PPE etc) / (finance cost +
total debt) |
0.51 |
3.22 |
| 4 |
Return on equity ratio / return on investment ratio = net
profit after tax divided by average equity |
2.63% |
13.25% |
| 5 |
Inventory turnover ratio = cost of goods sold divided by
average inventory |
Not applicable |
Not applicable |
| 6 |
Trade receivables turnover ratio = sales divided by average
trade receivables |
3.62 |
4.59 |
| 7 |
Trade payables turnover ratio = Purchases of services and
other expenses (excluding other adjustments like loss on sale of PPE etc) divided by
average trade payables |
73.45 |
51.98 |
| 8 |
Net capital turnover ratio = sales divided by (current assets
less current liabilities) |
1.52 |
1.60 |
| 9 |
Net profit ratio = Net profit after tax divided by sales |
2.77% |
10.65% |
| 10 |
Return on capital employed = (earnings before finance cost,
other income and taxes) divided by capital employed |
0.89% |
11.56% |
There was decrease in the profit margins and Net worth due to increase
in the operational expenses.
DISCLOSURE OF ACCOUNTING TREATMENT
The applicable Accounting Standards as notified from time to time under
Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards)
Rules, 2016 issued by the Ministry of Corporate Affairs, have been followed in preparation
of the financial statements of the company.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of
Section 188 (1) of the Act. Information on transactions with related parties pursuant to
Section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules,
2014 are given in Annexure-2 in Form AOC-2, which forms part of this report.
All related party transactions entered into during the financial year
were on arms length basis and in the ordinary course of business. There were no
materially significant related party transactions entered into by the company with the
promoters, key managerial personnel or other designated persons that may have potential
conflict with the interests of the Company at large. All related party transactions had
prior approval of the Audit Committee and were later ratified by it and the Board.
During the year 2022-23 your Company had not entered into transactions
with any person or entity belonging to its promoter / promoter group, which holds 10% or
more shareholding in the Company
OPPORTUNITIES AND THREATS
We believe the investments we have made, and continue to make, in our
people, skillsets & technology as part of our strategy, will enable us to advise and
help our clients as they tackle these challenging market conditions.
OUR STRATEGY
Sagarsoft responsiveness on Pandemic disruption highlights the need for
operational resilience and enterprise adaptability and also looking for market share
expansion.
At a very broad level, our focus areas are: Applications (+ platforms/
products), Infrastructure, Data (& Analytics) and Security. Bringing those 4
components together, we crafted a unique and holistic approach to Digital transformation
which we call as Digital DAIS™. Digital DAIS delivers Data and Technology services in
a ‘Business first manner; amplifying Business capabilities of our customers and
enabling enhanced Business Performance.
OUTLOOK, RISKS AND CONCERNS
The year 2023 has started with hopes of moderation - with worldwide
growth expected at 2.9%. Even as the global economic climate will continue to remain
uncertain, volatility and business resilience will co-exist and that will define the
‘No Normal world that we embark on. Globally, enterprises are likely to see
headwinds - demand contraction in some markets, and this uncertainty may result in delayed
decisionmaking.
While enterprises digital transformation remains core strategic
priority for 2023, cost takeout and optimization requirements are also in demand given the
macro environment. Cybersecurity, cloud, AI and analytics continue to be the main focus
but with more integrated use cases and higher value realization. Hyper-automation and
virtual experiences are new themes, driving optimization and new business growth. End-user
enterprises are demanding greater domain specialization as also purpose-driven
partnerships from their technology partners.
As such, for technology providers, CY2023 is expected to be a year of
rationalization (improving utilization & lower attrition), as they consolidate and
strengthen current expertise, while making early moves into new business opportunities.
The growth areas of technology segments will continue to focus on digital CX,
digitization, cloudification, building SaaS- enabled products, cybersecurity and
platformization - digital components that are increasingly being built into all deals,
partnerships and M&As. An underlying theme that will emerge stronger is ‘Focus on
Quality Talent - strengthening capabilities in niche and pure tech areas like cloud,
AI/ML/ NLP through reskilling/upskilling, improved and increased thrust on employee
engagement, culture, health and wellness.
RISK MANAGEMENT
Sagarsoft (India) Limited has identified a suitable approach and
framework for risk management which meets its business, legal and regulatory requirements.
The management has decided to adopt the same framework for entire organization. It has a
Security Management Group with representatives from all functional team and a
representative of the senior management team leads the group. Its steering committee meets
at least once in 6 months to identify the risks throughout the organization. Your Company
attaches utmost importance to the assessment of internal risks and the management thereof
in all its dealings. The Company is constantly on the lookout for identifying
opportunities to enhance its enterprise value and keeping the need to minimize the risks
associated with such efforts, every proposal of significant nature is screened and
evaluated for the risks involved and then approved at different levels in the organisation
before implementation.
Based on severity level of the risk, corrective action is identified
and implemented with prior approval from the risk owners and Top Management, wherever
applicable. Controls are identified in the Risk Assessment and Risk Treatment. The first
step in risk assessment procedure is to identify the list of information and critical
information assets in each function. After identification, these information assets are
identified with the Owner and they are classified based on the functions. The steering
committee or CISO meets and reviews the implementation status once in every 2 months. To
conduct the review, at least one representative from each function is present.
Your Company has adequate system to manage the financial risks of its
operations. The system is implemented through imposition of checks and balances of
customers, audits like internal audit, statutory and secretarial audit, all of which are
periodically carried out through external firms and by adequate insurance coverage for the
Companys facilities
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Board of Directors are satisfied with the adequacy of the internal
control system in force in all its major areas of operations of the Company. The Company
has an external firm of Chartered Accountants as Internal Auditors to observe the Internal
Controls, whether the work flows of organization is being done through the approved
policies of the Company and similar matters. Internal Auditors present its report to the
Audit Committee. The audit committee assists the board of directors in monitoring the
integrity of the financial statements and the reservations, if any, expressed by the
Companys auditors including, the financial, internal and secretarial auditors and based
on their inputs, the board is of the opinion that the Companys internal controls are
adequate and effective.
HUMAN RESOURCE DEVELOPMENT
Your Company continues to enjoy cordial relationship with its personnel
at all levels and focusing on attracting and retaining competent personnel and providing a
holistic environment where they get opportunities to grow and realise their full
potential. Your Company is committed to providing all its employees with a healthy and
safe work environment.
Your Company is organizing training programmes wherever required for
the employees concerned to improve their skills. Employees are also encouraged to
participate in the seminars organized by the external agencies related to the areas of
their operations.
SEXUAL HARASSMENT
Regarding the Sexual Harassment of Women at the work place (Prevention,
Prohibition & Redressal) Act, 2013, the Company has an Internal Complaints Committee.
No complaints were received or disposed off during the year under the above Act and no
complaints were pending either at the beginning or at the end of the year.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgement 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 of the Company for the period;
(iii) 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;
(iv) The Directors have prepared the annual accounts on a going concern
basis;
(v) The Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and operating
effectively;
(vi) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act,
2013, Shri M. Jagadeesh and Shri K. Pradeep Kumar Reddy will be retiring by rotation at
the ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
Necessary resolutions seeking the approval of the members for the above
said appointment / re-appointment have been incorporated in the notice of the Annual
General Meeting of the Company.
Except Shri S. Sreekanth Reddy, Promoter of the Company and also who is
a Director in Sagar Cements Limited, whose transactions with the Company have been
reported under the related parties disclosure under notes to the accounts and Shri. N.
Hari Mohan and Shri K. Satish Chander Reddy, to the extent of shares held by them, details
of which have been given elsewhere as annexure to the report, none of the other
non-executive/ Independent directors has had any pecuniary relationship or transactions
with the Company, other than the receipt of sitting fee for the meetings of the Board and
Committees thereof attended by them.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each
Independent Directors in accordance with Section 149 (7) of the Companies Act 2013, that
they meet the criteria of independence as laid out in sub-section (6) of Section 149 of
the Companies Act 2013 and Regulation 16(1) (b) of the Listing Regulations. There has been
no change in the circumstances affecting their status as an Independent Director during
the year.
The Independent Directors have also confirmed that they have complied
with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct.
The Board of Directors is of the opinion that all the Independent
Directors possess requisite qualifications, experience & expertise in industry
knowledge, financial & corporate governance and they hold highest standards of
integrity.
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met on February 06, 2023, without the
attendance of Non-Independent Directors and members of the Management. The Independent
Directors reviewed the performance of Non-Independent Directors and the Board as a whole,
the performance of the Chairman of the Company, taking into account the views of Executive
Director and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform its duties.
AUDITORS
M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm
Registration No. 001076N/N500013), were appointed as the statutory auditors of the Company
by the shareholders at their 26th Annual General Meeting held on 20th June, 2022, to hold
office from the conclusion of the said Annual General Meeting till the conclusion of the
31st Annual General Meeting to be held in the year 2027.
AUDITORS? REPORT AND SECRETARIAL AUDITORS? REPORT
AUDITORS? REPORT
The auditors report on the financial statements of the Company which
is part of this report does not contain any qualifications, reservations or any adverse
remarks.
SECRETARIAL AUDITORS? REPORT
In accordance with Section 204 (1) of the Companies Act, 2013, the
report furnished by the Secretarial Auditors, who carried out the secretarial audit of the
Company under the said Section is given in the Annexure-3, which form part of this report
and the observations made by them are self-explanatory and therefore do not call for any
further comments.
SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India from
time to time and that such systems are adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
ANNUAL RETURN
Annual Return in the prescribed Form MGT-7 is available on the
Companys website https://www.sagarsoft.in/investors/
NUMBER OF MEETINGS OF THE BOARD
Five Board meetings were held during the financial year 2022-23 and the
gap between two consecutive meetings did not exceed one hundred and twenty days. Details
of these meetings of the Board as well as its committees have been given in the Corporate
Governance Report, which forms parts of the Annual Report.
SUB COMMITTEES OF THE BOARD
The Board has Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Corporate Social Responsibility Committee.
The composition and other details of these committees have been given
in the report on the Corporate Governance which forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company along with the initiative taken by it are set out in Annexure-4 of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. The policy is available on the website of the Company,
https://www.sagarsoft.in/community-outreach/.
POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Companys policy on directors appointment and remuneration and
other matters provided in Section 178 (3) of the Act have been disclosed in the Corporate
Governance Report.
Under Section 178 (3) of the Companies Act, 2013, the Nomination and
Remuneration Committee of the board has adopted a policy for nomination, remuneration and
other related matters for directors and senior management personnel. A gist of the policy
is available in the Corporate Governance Report.
BOARD EVALUATION
The Board of directors have carried out an evaluation of its own
performance and of its committees as well as its individual directors on the basis of
criteria such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and
otherwise, independent judgment, governance issues and functioning etc.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
The Company has not made any application under The Insolvency and
Bankruptcy Code, 2016, during the year under report.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The requirement to disclose the details of difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes or commitments between the end of the
financial year and the date of this report and no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and Companys
operations in future.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5
(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules are
given below.
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
| Particulars |
Ratio to Median Remuneration |
| Non-Executive Directors* |
- |
| Executive Directors |
|
| Shri. M. Jagadeesh, Managing Director |
6.08 |
| Shri. K. Pradeep Kumar Reddy, Executive Director & CFO |
6.08 |
*Non-Executive Directors are not paid any remuneration, other than
sitting fee.
b. The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the financial year:
| Director, Chief Executive Officer, Chief Financial Officer
and Company Secretary |
% increase in remuneration in the
financial year |
| Shri. S. Sreekanth Reddy |
|
| Shri. K. Satish Chander Reddy |
|
| Shri. N. Hari Mohan |
|
| Smt. Neelima Kaushik |
These Directors were not paid any
Remuneration, other than sitting fee. |
| Shri K. Roopesh |
|
| Smt. A. Keerthi |
|
| Shri. K. V. Ramananda Rao |
|
| Shri. V. Venkat Ramana |
|
| Shri. M. Jagadeesh, Managing Director |
6.80 |
| Shri. K. Pradeep Kumar Reddy, Executive Director & CFO. |
6.80 |
| Shri. J. Raja Reddy, Company Secretary |
18.00 |
c. The percentage increase in the median remuneration of employees in
the financial year: 4.12%.
d. The number of permanent employees on the rolls of Company: 187
e. Average percentage increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The average annual increase was around 8% for personnel other than
managerial personnel.
Increase in the managerial remuneration for the year was 6.80%.
f. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms that the remuneration is as per the remuneration
policy of the Company.
There are no employees drawing remuneration in excess of the limits set
out in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
VIGIL MECHANISM
The Company has formulated a Whistle Blower Policy to provide Vigil
Mechanism for directors and employees of the Company to report genuine concerns. The
provisions of this policy are in line with the provisions of the Section 177 (9) of the
Act and Regulation 22 of Listing Regulations.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
INSURANCE
All the properties of the Company have been adequately insured.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial throughout the year under
review.
REPORT ON CORPORATE GOVERNANCE
In accordance with Regulation 34 read with Schedule V(C) of Listing
Regulations, the Report on Corporate Governance is given as part of this report.
COMPLIANCE CERTIFICATE
A certificate as stipulated under Schedule V (E) of the Listing
Regulations from the Practicing Company Secretary regarding compliance with the conditions
of Corporate Governance is attached to this Report along with a report on Corporate
Governance.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has put in place adequate internal financial controls with
reference to the financial statements. The Internal Audit of the Company is regularly
carried out by an external firm of chartered accountants to review the internal control
systems and processes. The Internal Audit Reports along with recommendations contained
therein and their implementations are periodically reviewed by Audit Committee of the
Board.
REPORTING OF FRAUDS BY AUDITORS
During the year, there were no instances of frauds reported by the
Statutory Auditors under Section 143(12) of the Companies Act, 2013.
MAINTENANCE OF COST RECORDS
The Central Government has not prescribed the maintenance of cost
records under Section 148 of the Act, for any of the services rendered by the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014:
CONSERVATION OF ENERGY
The Company makes conscious efforts to reduce its energy consumption
though its nature of operations are not energy intensive. Some of the measures undertaken
by the Company on a continuous basis during the year are stated below:
(i) Steps taken or impact on conservation of energy:
i. Rationalization of usage of electrical equipments - air-conditioning
system, office illumination, desktops.
ii. Regular monitoring of temperature inside the buildings and
controlling the air-conditioning System.
(ii) Steps taken for utilizing alternate sources of energy: Usage of
energy efficient illumination fixtures.
(iii) Capital investment on energy conservation equipments: Nil
(a) Technology absorption, Adoption and Innovation : Nil
(b) Foreign Exchange Earnings and Outgo :
Details of foreign exchange earnings and outgo as per the Companies
Act, 2013, are given below.
(Rs.in lakhs, unless otherwise stated)
| Foreign Exchange Earning and Outgo |
2022-23 |
2021-22 |
| Foreign Exchange inflow |
4630.25 |
4414.09 |
| Foreign Exchange outflow |
3.48 |
60.16 |
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company takes proactive measures in the development and
implementation of a Risk Management Policy with due consideration of the elements of risks
which, in the opinion of the Board, may threaten the very existence of the Companys
business being;
(i) Financial;
(ii) Legal and regulatory;
(iii) Operating and
(iv) Commercial risks.
CAUTIONARY STATEMENT
Statements in these reports describing Companys projections
statements, expectations and hopes are forward looking. Though, these expectations etc.,
are based on reasonable assumption, the actual results might differ.
ACKNOWLEDGMENT
Your Directors wish to place on record their appreciation of the
valuable co-operation extended to the Company by all the Investors, Clients / Customers,
Vendors, Bankers, Regulatory and Government Authorities and Business associates for their
continues support and cooperation extended to the Company. Your Board also takes this
opportunity to place on record its appreciation of the contributions made by its employees
at all levels and last but not least, of the continued confidence reposed by you in the
Management.
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