Dear Members,
Adroit Infotech Limited
Hyderabad.
Your directors have great pleasure in presenting their 33rd Annual Report on the
Business and Operations of your Company (the Company or AIL), along with the audited
financial statements, for the Financial Year ended March 31, 2023. The Consolidated
Performance of your Company and its subsidiaries has been referred to wherever required.
FINANCIAL SUMMARY/HIGHLIGHTS:
The performance of the Company for the Financial Year ended March 31, 2023, is as
under:
Results of our operations and state of affairs
|
|
|
|
(Rupees in Lakhs) |
| Particulars |
Consolidated |
Standalone |
|
2021-2022 |
2022-2023 |
2021-2022 |
2022-2023 |
| Total Income |
648.60 |
2,271.93 |
648.60 |
560.20 |
| Profit before Financial Cost, Depreciation, Taxation and Exceptional items |
193.16 |
569.04 |
193.16 |
238.46 |
| Less: |
|
|
|
|
| Financial Cost |
17.20 |
29.57 |
17.20 |
27.52 |
| Depreciation and Amortization Expenses |
108.49 |
150.99 |
108.49 |
125.07 |
| Profit/(Loss) before tax & Exceptional Items |
6.69 |
388.51 |
6.69 |
85.86 |
| Less: Exceptional items/Extra Ordinary Items |
6.69 |
0 |
6.69 |
0 |
| Profit/(Loss) before tax |
60.77 |
388.51 |
60.77 |
85.86 |
| Less: Tax expenses |
- |
-10.19 |
- |
- |
| Profit before Minority Interest |
61.86 |
378.41 |
61.86 |
138.16 |
| Less: Minority Interest |
0 |
0 |
0 |
0 |
| Profit/(Loss) after tax |
61.86 |
378.41 |
61.86 |
138.16 |
Standalone and Consolidated Financial Statements:
The standalone and consolidated financial statements of the Company have been prepared
in accordance with the Indian Accounting Standards (Ind AS) as notified under the
Companies (Indian Accounting Standards) Rules, 2015, as amended. The financial highlights
and the results of the operations, including major developments have been further
discussed in detail in the Management Discussion and Analysis Report.
Further, a statement containing the salient features of the financial statements of our
subsidiaries pursuant to sub-section 3 of Section 129 of the Companies Act, 2013 in the
prescribed form AOC-1 is appended as Annexure 1 to the Boards Report.
The statement also provides the details of performance and the financial positions of
each of the subsidiaries, associates and joint venture.
REVIEW OF OPERATIONS:
During the year under review, your Company achieved consolidated revenue of Rs.
2,271.93 Lakhs as against revenue of Rs. 648.60 Lakhs in the previous fiscal. Consolidated
EBITDA of Rs. 569.04 Lakhs as against Rs. 193.16 Lakhs of previous year.
At standalone level, your Company recorded revenue of Rs 560.20 Lakhs against a revenue
of Rs. 648.60 Lakhs in the previous year, EBITDA of Rs. 238.46 Lakhs as against Rs 193.16
Lakhs of previous year.
DIVIDEND:
Your directors have not recommended any dividend for this financial year 2022-2023.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business of the Company, during the year.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
There are no 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 the report.
DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014
during the Financial Year under review and as such no amount of principal or interest on
public deposits was outstanding as on the date of balance sheet.
TRANSFER TO RESERVES:
The Company has not transferred any amount to the reserves during the Financial Year
ended March 31, 2023.
FUTURE OUTLOOK:
Renewed thrust with a larger Sales force to tap the growing market during Q 2 , Q 3
& Q 4 will take up the Top line under standalone and consolidated revenue level of Rs.
30.00 crores, up from the previous years consolidated revenue of Rs. 22.71 Crores, an
estimated growth of around 32.15% YoY.
SHARE CAPITAL:
During the year under review, the Authorized Share Capital of the Company has been
raised to Rs. 65,00,00,000/- (Rupees Sixty -Five Crores Only) from existing Rs.
39,41,50,000/- (Rupees Thirty-Nine Crores Forty -One Lakhs Fifty Thousand only) divided
into 6,50,00,000 (Six Crores Fifty Lakhs) Equity Share of Rs. 10/- from existing
3,94,15,000 (Three Crore Ninety-Four Lakhs Fifteen Thousand) Equity Shares of Rs.10/-
(Rupees Ten) each.
The Issued, Subscribed and Paid-up Capital of the Company as on March 31, 2023 is Rs.
20,26,73,720/- (Rupees Twenty Crores Twenty-Six Lakhs Seventy-Three Thousand Seven Hundred
and Twenty only) divided into 2,02,67,372 (Two Crore Two Lakhs Sixty -Seven Thousand Three
Hundred and Seventy-Two) Equity shares of Rs.10/- (Rupees Ten) 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 STATEMENTS (CFS):
The Consolidated Financial Statements of your Company for the financial year 2022-2023
are prepared in compliance with applicable provisions of the Companies Act, 2013 read with
the Rules issued thereunder, applicable Accounting Standards and the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred
to as the "Listing Regulations"). The consolidated financial statements have
been prepared on the basis of audited financial statements of your Company, its
subsidiaries, as approved by the respective Board of Directors.
The CFS should therefore be read in conjunction with the directors report, financial
notes, cash flow statements and the individual auditor reports of the subsidiaries.
Pursuant to provisions of section 129(3) of the Companies Act, 2013, a statement
containing salient features of the financial statements of the Companys subsidiaries is
attached to the financial statements of the Company.
ABRIDGED ANNUAL ACCOUNTS:
Pursuant to the provisions of the first proviso to Section 136(1) of the Act and Rule
10 of Companies (Accounts) Rules, 2014, the abridged annual accounts are being sent to all
shareholders whose e-mail ids are not registered with the Company. The full annual report
is available on the website of your Company at www.adroitinfotech.com and available for
inspection at the registered office of the Company during working hours. Any member
interested in obtaining the full annual report may write to the Company Secretary and the
same will be furnished on request
SUBSIDIARIES COMPANIES:
The Company has 2 subsidiary Company as on March 31, 2023. There are no associate or
joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013
("Act"). There has been no material change in the nature of the business o f the
subsidiaries.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
website of the Company https://www.adroitinfotech.com/investor-relations.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3) and 134(5) of the Companies Act, 2013,
with respect to the Directors Responsibility Statement relating to the Company
(Standalone), your board of directors to the best of their knowledge and ability confirm
that:
a) That in the preparation of the annual accounts for the financial year ended March
31, 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departure;
b) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the profit and loss of the Company for the financial year ended March 31, 2023;
c) That the Directors had 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;
d) That the Directors had prepared the annual accounts on a going concern basis,
e) That the Directors laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively; and
f) That the directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Companys internal financial controls were adequate
and effective during Financial Year 2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The composition of the Board is in accordance with provisions of Section 149 of the
Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate
combination of Non-executive and Independent Directors.
Appointment / Resignation of Directors:
In accordance with the provision of section 152(6) and the Articles of Association of
Company Mr. Rajashekar Reddy Sunkireddy shall retire by rotation at the ensuing Annual
General Meeting of the Company and, being eligible, offers himself for re-appointment. The
Board recommends his re-appointment.
Evaluation of Board, its committees & Directors:
Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of Listing
Regulations, the Board carried out evaluation of its own as well as performance of that of
its committees. The Board also carried out performance evaluation of all the Individual
Directors. Additionally, the Nomination and Remuneration committee of the Board also
carried out the evaluation of the performance of the individual directors. The performance
evaluation was carried out by the way of obtaining feedback from the directors through a
structured questionnaire prepared in accordance with the Board Evaluation Policy.
The structured questionnaire prepared to evaluate the performance of Individual
Directors, the Board and committees contained various different parameters.
The performance evaluation of the non-independent directors was carried out by the
Independent Directors at their separate meeting.
Independent Director:
Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following
Non-Executive Directors are appointed as Independent Directors: -
| Sr. No. Name of the Director |
Date of Appointment |
| 1. Sunder Raj Nyaypathi |
29-07-2019 |
| 2. Sunitha Kuchakulla |
28-09-2018 |
| 3. Venkat Lakshma Reddy Patlola |
30-09-2019 |
| 4. Mrs. Triveni Banda |
05-09-2023 |
Declaration by independent directors:
Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the SEBI Listing Regulations. There has been no change in the circumstances affecting
their status as independent directors of the Company.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission, if any and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board / Committee of the Company.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Companys operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company is also made to the directors.
Direct meetings with the Chairman is further facilitated to familiarize the incumbent
Director about the Company/its businesses and the group practices.
The details of familiarization programme held in Financial Year 2022-23 are also
disclosed on the Companys website at http://adroitinfotech.com/policies.html
Women Director:
In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17
(1) of SEBI (LODR) Regulation, 2015 a listed company shall have at least one woman
director on the board of the company. Your Company has appointed Mrs. Triveni Banda as
Woman Director on the Board w.e.f. 05-09-2023.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2023 are:
| S.NO. NAME |
DESIGNATION |
| 1. Mr. Sudhakiran Reddy Sunkerneni |
Managing Director |
| 2. Mr. Ravichandra Rao Badanidiyoor |
Chief Financial Officer |
| 3. Mr. Piyush Prajapati |
Company Secretary and Compliance Officer |
MEETINGS OF THE BOARD AND COMMITTEES:
The Board of Directors duly met thirteen (13) times during the Financial Year. The
dates on which the meetings were held are 04/05/2022, 21/05/2022, 16/06/2022, 23/06/2022,
29/06/2022, 27/07/2022, 06/09/2022, 11/11/2022, 16/11/2022, 20/12/2022, 24/01/2023,
28/02/2023 and 29/03/2023. For further details on the meetings and the attendance of
directors/members, please refer report on Corporate Governance of this Annual Report.
The intervening gap between the Meetings was within the period of 120 (One Hundred and
Twenty) days as prescribed under the Companies Act, 2013.
The number of meetings attended by the Directors during the Financial Year 2022-23 is
as follows:
| S.No. |
Date of Board Meeting |
No. of Directors entitled to attend |
No. of Directors who attended |
% of their attendance |
| 1. |
04/05/2022 |
6 |
3 |
50% |
| 2. |
21/05/2022 |
6 |
3 |
50% |
| 3. |
16/06/2022 |
6 |
3 |
50% |
| 4. |
23/06/2022 |
6 |
3 |
50% |
| 5. |
29/06/2022 |
6 |
3 |
50% |
| 6. |
27/07/2022 |
6 |
3 |
50% |
| 7. |
06/09/2022 |
6 |
3 |
50% |
| 8. |
11/11/2022 |
6 |
4 |
66% |
| 9. |
16/11/2022 |
6 |
3 |
50% |
| 10. |
20/12/2022 |
6 |
3 |
50% |
| 11. |
24/01/2023 |
6 |
4 |
66% |
| 12. |
28/02/2023 |
6 |
4 |
66% |
| 13. |
29/03/2023 |
6 |
4 |
66% |
The Company has various Committees which have been constituted as a part of good
corporate governance practices and the same are in compliance with the requirements of the
relevant provisions of applicable laws and statutes.
Details of the following committees constituted by the Board along with their
composition, terms of reference and meetings held during the year are provided in the
Report on Corporate Governance which forms part of this Annual Report:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Stakeholders Relationship Committee
The details with respect to the composition, powers, roles, terms of reference,
Meetings held and attendance of the Directors at such Meetings of the relevant Committees
are given in detail in the Report on Corporate Governance of the Company which forms part
of this Annual Report.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the
Board of Directors has carried out an annual performance evaluation of their own, the
directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and other Committees. The manner in which the evaluation has been
carried out has been explained hereunder.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Boards functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent
directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. At the
board meeting that followed the meeting of the independent directors and meeting of
Nomination and Remuneration Committee, the performance of the Board, its Committees, and
individual directors was also discussed. Performance evaluation of Independent Directors
was done by the entire Board, excluding the independent director being evaluated.
SECRETARIAL STANDARDS:
The Company has duly complied with the applicable Secretarial Standards, i.e., SS-1 and
SS-2, relating to Meetings of the Board of Directors and General Meetings,
respectively.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197 of the Act read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
The remuneration paid to your Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013
and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015 (including any statutory modification(s) or
re-enactment(s) for the time being in force). The salient aspects covered in the
Nomination and Remuneration Policy has been outlined in the Corporate Governance Report
which forms part of this report.
The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2022-2023 and percentage increase in
remuneration of each Director, Chief Financial Officer and Company Secretary during the
financial year 2022-2023, are as under:
The median remuneration is Rs. 6,00,000 P.A. and the percentage increase in the median
remuneration of employees in the financial year is Nil%.
The number of permanent employees on the rolls of company including subsidiaries as on
March 31, 2023: 90 Nos It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy of the Company.
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided as below:
Details of Employee/s throughout the financial year was in receipt of remuneration for
that year which, in the aggregate, was not less than 1,02,00,000: NIL
Details of for a part of the financial year, was in receipt of remuneration for any
part of that year, at a rate which, in the aggregate, was not less than Rs. 8,50,000 per
month: NIL
Average percentile increases 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 6 percent in India. However, during the course of the
year, the total increase is approximately 7.7 percent, after accounting for promotions and
other event-based compensation revisions. The increase in remuneration is in line with the
market trends in the respective countries.
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.
REMUNERATION POLICY:
Your directors have, on the recommendation of the Nomination & Remuneration
Committee, framed a policy for selection and appointment of Directors, Senior Management
Personnel and their remuneration. The Remuneration Policy forms part of the Corporate
Governance Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers)
Rules, 2014, forms part of the Financial Statements.
VIGIL MECHANISM:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and
Regulation 22 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015, a Vigil Mechanism for directors and employees
to report genuine concerns about any instance of any irregularity, unethical practice
and/or misconduct has been established. Further, the details as aforesaid are available on
the website of your company at www.adroitinfotech.com.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment.
No case of sexual harassment was reported during the financial year.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Board of Directors of the Company has formed a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The development
and implementation of risk management policy has been covered in the Management Discussion
and Analysis, which forms part of this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has established and maintained a framework of internal financial controls
and compliance systems. Based on the same and the work performed by the internal auditors,
statutory auditors and external agencies and the reviews performed by Top Management team
and the Audit Committee, your Directors are of the opinion that your Companys Internal
Financial Controls were adequate and effective during the financial year 2021-2023.
Further the statutory auditors of your company have also issued an attestation report
on internal control over financial reporting (as defined in section 143 of Companies Act
2013) for the financial year ended March 31, 2023, which forms part to the Statutory
Auditors Report.
TRANSACTIONS WITH RELATED PARTIES:
None of the transactions with related parties fall under the scope of Section 188(1) of
the Act. The 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
is Annexure-2 in Form No. AOC-2 and the same forms part of this report.
AUDITORS:
A. STATUTORY AUDITORS:
At the Thirty-Second AGM held on July 25, 2022 the Members approved appointment of M/s.
Rao & Shyam, Chartered Accountants, Hyderabad (Firm Registration No.006186S), as
Statutory Auditors of the Company to hold office for a period of five years from the
conclusion of Thirty-Second AGM till the conclusion of the thirty-seventh AGM.
The Auditors have confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.
There are no qualifications, reservations or adverse remarks made by M/s Rao &
Shyam, Statutory Auditors in their report for the financial year ended 31st March, 2023.
The Auditors Report is enclosed with the financial statements in this Annual Report.
B. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has
appointed Mrs. Sarada Putcha- Practising Company Secretaries, to undertake the Secretarial
Audit of your Company. The Secretarial Audit Report submitted by Mrs. Sarada Putcha,
Practising Company Secretaries is enclosed as Annexure - 3 to this report.
Further, Practising Company Secretaries/Chartered Accountants carries out
Reconciliation of Share Capital Audit every quarter and the report thereon is submitted to
the Stock Exchanges.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR:
There have been no instances of fraud reported by the Auditors of the Company under
Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the
Company or to the Central Government.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT:
a. STATUTORY AUDITORS REPORT:
The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year
ended March 31, 2023 and has noted noted that the observation made in the Auditors Report
read together with relevant notes thereon are selfexplanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
b. SECRETARIAL AUDIT REPORT:
The Board has duly reviewed the Secretarial Auditors Report for the year ended March
31, 2023 and has noted that the observation made in the Secretarial Auditors Report read
together with relevant notes thereon are self-explanatory and hence, do not call for any
further comments under Section 134 of the Companies Act, 2013.
INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies read with rules made there
under, the Board has appointed M/s. P R Chandra & Co, Chartered Accountants as
Internal Auditor of the Company for the Financial Year 2022-2023.
MAINTENANCE OF COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under
sub-section (1) of Section 148 of the Companies Act, 2013, are not applicable for the
business activities carried out by the Company.
DISCLOSURE REQUIREMENTS:
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors
Certificate thereon, and the integrated Management Discussion and Analysis are attached,
which forms part of this report.
The 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
and that such systems are adequate and operating effectively.
ANNUAL RETURN:
Annual Return as at March 31, 2023 is placed on the Companys website at http://
www.adroitinfotech.com/news-room.html.
By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not
required to provide extract of Annual Return (Form MGT-9) as part of the Boards Report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the Financial Year
2022-23 to BSE Limited as well as National Stock Exchange of India Limited where the
Companys Shares are listed.
POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are
available on our website http://www.adroitinfotech.com/policies.html. The policies are
reviewed periodically by the Board and updated based on need and new compliance
requirement.
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
a) Conservation of Energy:
The Company is in the business of development of Information Technology and does not
require large quantities of energy. However, wherever possible energy saving efforts are
made.
b) Technology Absorption:
We firmly believe that technology is the genesis of innovative business practices,
which in turn enable the organization to carry out business effectively and efficiently.
Even though the Information Technology industry is technology intensive, we believe that
there is an increasing need to mechanize the processes involved in order to minimize costs
and increase efficiency. We intend to make investments in innovative techniques for this
regard.
c) Foreign Exchange earnings and outgo:
The particulars of earning and expenditure in foreign exchange during the year are
given as additional information in note no. 31 in Notes on Financial Statements.
| S.No Foreign exchange earnings and outgo |
FY. 2022 |
FY. 2023 |
| A Foreign exchange earnings |
578.47 |
502.24 |
| B CIF Value of imports |
0 |
0 |
| C Expenditure in foreign currency |
0 |
0 |
CORPORATE GOVERNANCE:
Your Company is committed to maintain the high standards of corporate governance and
adhere to the corporate governance requirements set out by Securities and Exchange Board
of India. The Report on corporate governance as stipulated under Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 forms
part of the Annual Report.
The requisite certificate from the Practicing Company Secretary confirming compliance
with the conditions of corporate governance as stipulated under the aforesaid Regulations
is included as a part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A):
The Management Discussion and Analysis Report for the financial year under review, as
stipulated under Regulation 34 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations, 2015, is presented in a separate
section forming part of the Annual Report.
BUSINESS RESPONSIBILITY REPORT (BRR):
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August
13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100
listed entities based on their market capitalization on BSE Limited and National Stock
Exchange of India Limited as at March 31, 2023. In view of the requirements specified, the
Company is not mandated for the providing the BRR and hence it does not form a part of
this Report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016):
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016
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:
During the period under review, there was no instance of onetime settlement with any
Bank or Financial Institution.
GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the financial year
under review:
1) Issue of equity shares with differential rights as to dividend, voting or otherwise.
2) Issue of shares (including sweat equity shares) to employees of your Company under
any scheme save and except ESOS referred to in this Report.
3) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
4) During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
5) During the year under review, your company has not declared any dividend neither has
transferred any amount to reserves.
6) Non-applicability of Corporate Social Responsibility under Section 135 of the
Companies Act, 2013.
7) There were no qualifications mentioned by the Auditors in their report.
8) The policies, as framed by the company is available on the web link as provided
hereunder: http://www.adroitinfotech.com/policies-our-company.html
ACKNOWLEDGMENT:
The Directors thank the Companys employees, customers, vendors, investors, Banks,
Financial Institutions, and other business partners for their continuous support. The
Directors also thank the Government of India, Governments of various states in India, and
concerned Government departments and agencies for their co-operation extended by them to
your company. The Directors appreciate and value the contribution made by every member of
the Adroit family.
|
BY ORDER OF THE BOARD |
|
for ADROIT INFOTECH LIMITED |
|
Sd/- |
Sd/- |
|
Sudhakiran Sunkerneni Reddy |
Sridhar Pyata Reddy |
|
Managing Director |
Director |
|
DIN:001436242 |
DIN:07268714 |
| Place: Hyderabad |
|
|
| Date: 05.09.2023 |
|
|
+91-9892691696
