nintec systems ltd Directors report

Dear Members,

Your Directors hereby present the Eighth Annual Report of your company together with the Audited Standalone Financial Statements for the Financial Year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS

(Amount in thousand)

Particulars	Standalone
	Results for the Financial Year 2023	Results for the Financial Year 2022
Revenue from Operations	322,993	198,083
Other Income	21,143	5,878
Total Revenue	344,136	203,961
Finance Cost	32	23
Depreciation & Amortization	5,376	3,284
PROFIT BEFORE TAX	73,862	36,844
Total Tax Expense	18,356	9,119
PROFIT AFTER TAX	55,506	27,725
Transferred to General Reserve	55,506	27,725
Interim / Final Dividend on Equity Shares	-	-
Earnings per share (Basic)	5.38	4.03
Earnings per share (Diluted)	5.38	4.03

2. DIVIDEND

Your directors do not recommend any dividend for the Financial Year 2022-23.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

4. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2023, after all appropriation and adjustments was ^ 55,506 thousand.

5. SHARE CAPITAL:

During the year under review, the Company has issued bonus shares to shareholders in the ratio of 1:2 i.e., One Bonus Equity Shares of ^ 10 each for every Two fully paid-up Equity Shares by utilisation of Free reserves.

The authorized share capital of the company as on 31^st March, 2023 is ^ 150,000 thousand and paid-up share capital of the company as on 31st March 2023 is ^ 103,200 thousand /-

As on date of this Board report the authorised share capital of the Company is ^ 200,000 thousand and the paid-up share capital of the Company was increased to 185,760 These changes in the capital structure of the Company was due to the bonus issue approved by the Board and members of the Company in the month of June-July 2023.

6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the year under review, your company has earned a net revenue from operations on a Standalone basis of ^ 322,993 thousand for the financial year 2022- 2023. Further, your company has earned a Profit before tax (PBT) of ^ 73,862 thousand and Profit after tax (PAT) of ^ 55,506 thousand. The company is working on expanding its operations which will give exponential growth in coming years.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

8. ADEQUACIES OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place and established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances. Code of Internal controls which requires that the Director review the effectiveness of internal controls and compliances controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with.

Your Company continues the appointment of Ms. Zalak Kaushikbhai Choksi as the Internal Auditor of the Company to evaluate and manage the efficacy and adequacy of Internal Controls and to ensure the adequate systems which are place in the company are adhered with time-to- time checks and to ensure the compliances procedures and policies are adhered. During the year, such controls were tested and no reportable material weaknesses in the operations of the Company were observed.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Board of Directors of the Company, in their meeting held on 19^th June, 2023 had approved the issue of bonus equity shares to the existing equity shareholders of the company subject to

the approval of Shareholders/Members. The Members /Shareholders approved the same by the postal Ballot on 22^nd July, 2023. After the approval was received from the Shareholders/ Members, the board of directors in their meeting held on 04th August, 2023 allotted the bonus equity shares to existing equity shareholders of the company in the ratio of 4(Four) new fully paid-up equity share of face value of ^ 10/-(Rupee Ten only) each for every 5 (Five) existing fully paid-up equity share of face value of ^ 10/- (Rupee Ten only) each held by the members of the Company.

Further, Securities of NSL were marked under ASM (Additional surveillance measure) stage during the financial year 2022-23. Further, in order to enhance market integrity and safeguard interest of investors, SEBI and Exchanges had introduced various enhanced pre-emptive surveillance measures such as reduction in price band, periodic call auction and transfer of securities to Trade for Trade segment from time to time. Under the said surveillance measure, in the month of June 2023, the securities of NSL were identified under Enhanced Surveillance Measures (ESM) and the securities were allowed to be traded only under periodic call auction for a period of 30 days.

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Companys policy on appointment of directors is available on the companys website at

https://www.nintecsystems.eom/documents/Other_CompUance/AdditionaI_PoIcies/5.Nominati

on_and_Remuneration_Policy.pdf

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 is furnished in Annexure “A” and is attached to this report.

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF POLICY OF THE COMPANY:

The risk management process is followed by the company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review the risk assessment in the company on regular basis.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on 31^st March, 2022 the net profit of the Company was not exceeding as per the limit prescribed under the section 135 of the Companies Act, 2013. So, CSR provision is not applicable to the Company for the Financial Year 2022-23.

14. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE;

Annual evaluation of directors is carried out by the board and committees time to time.

15. SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

16. LISTING WITH STOCK EXCHANGE

Pursuant to the provisions of listing agreement with stock exchanges, the equity shares of the Company are listed on the Bombay Stock Exchange (BSE) and National Stock Exchange India Limited (NSE).

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There are no loans given, guarantees issued or investments made to which provisions of Section 186 are applicable to the Company. The details of the Investments made by the Company are given in the notes to the Financial Statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

With reference to Section 134 (3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the Financial Year, were in the ordinary course of business and on an arms length basis.

The details of transactions with the company and related parties are given as information under Notes to Accounts and Form AOC - 2 as Annexure “B” which forms a part of this Report.

19. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualification in the report of Statutory Auditors in their Report. The Practicing Company Secretary in its report had made observation pertaining to one day late submission of financial results to stock exchange which was due to oversight error in calculation of statutory days and the same has been duly complied with as directed by the Stock Exchange. Further, the Practicing Company Secretary also made an observation as to compliance with Regulation 3(5) & 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 was under process. The compliance under the said regulation was under process due to lack of clarity on implementation of related circular and shifting to prescribed process took some time. However, the same has now been fully implemented and complied with as required under the subject regulations. The other observations in the report are self-explanatory.

20. POLICIES:

A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Vigil Mechanism provides a channel to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy. It

provides adequate safeguards against victimization of directors, employees and all stakeholders. It also provides direct access to the Chairman of the Audit Committee.

In compliance with Section 177 of the Companies Act, 2013 and other applicable provisions, the company has formulated a Vigil Mechanism/Whistle Blower Policy (Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical behaviour in all its business activities and in line with the best governance practices.

The company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The policy is available on the website of the company - www.nintecsystems.com

B. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints of sexual harassment have been received by the company.

C. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

Your company has in place the code of conduct to regulate, monitor and report trading by Directors and Designated Employees in order to protect the investors interest as per Securities and Exchange of Board of India (Prohibition of Insider Trading) Regulations, 2015. As per the code, periodical disclosures and pre-clearances for trading in securities by the Directors, Designated Employees and Connected Persons is regulated and monitored.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. BOARD OF DIRECTORS Composition:

The Board composition is as per the Listing Regulations and provisions of the Companies Act, 2013. As on March 31, 2023, the Board of the company comprised of 6 (Six) Directors, out of which 3 (Three) are independent Directors, 2 (Two) non executive non independent directors and 1 (One) managing director.

During the year under the review, 2 (Two) directors of the Company namely Mr. Vipin Moharir, Non-executive director of the Company and Mr. Bhushan Saluja, Independent director of the Company resigned from the office with effect from 21^st February, 2023.

Retirement by rotation:

In pursuant to the provisions section 152 of the Companies Act, 2013, Mr. Indrajeet Mitra, Non-executive director of the company, would retire by rotation at this 8^th Annual General Meeting of the Company and is eligible for re-appointment. Mr. Indrajeet Mitra has offered himself for re-appointment.

Declaration of Independence:

All Independent directors have given declarations confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

B. KEY MANAGERIAL PERSONNEL

During the financial year 2022 -2023 Ms. Pooja Kadam was appointed as the Company Secretary and Compliance officer of the Company and Ms. Shivangi Vakil continues to be the Chief Financial Official (CFO) of the Company.

Mr. Sagar Sharma, Company Secretary and Compliance Officer of the Company resigned as Company Secretary and Compliance Officer of the Company on 11th October, 2022.

C. MEETINGS OF THE BOARD

During the year under review, total 10 (Ten) Board Meetings were convened. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015 as amended from time to time.

D. COMMITTEES OF THE BOARD OF DIRECTORS

In compliance with the requirement of applicable laws and as part of the best governance practice, the Board has constituted various Committees of its members. These Committees hold meetings at such frequencies as is deemed necessary by them to effectively undertake and deliver upon the responsibilities and tasks assigned to them. Minutes of the meetings of each of these Committees are tabled regularly at the Board Meetings.

Your Company currently has 3 (Three) Committees viz.:

I. Audit Committee - The Company has a qualified and Independent Audit Committee which acts as a link between the Statutory, Internal Auditors and the Board of Directors. The terms of reference of the Audit Committee cover the matters specified for Audit Committee in the SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015 and Section 177 of the Companies Act, 2013.

As on 31st March, 2023 the Audit Committee comprises of the following members-

• Mr. Vishal Shah	Chairman
• Mr. Indrajeet Mitra	Member
• Mr. Somil Kumar Mathur Member

6 (Six) Audit Committee meetings were held during the year.

II. Stakeholders Relationship Committee- Stakeholders Relationship Committee is constituted according to Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015. The Committee ensures cordial investor relations and oversees the mechanism for redressal of investor grievances. The Committee specifically looks into redressing shareholders and investor complaints/ grievances pertaining to share transfers, non-receipts of annual reports, non- receipt of dividend and other allied complaints.

As on 31st March, 2023, the Stakeholders Relationship Committee comprises of the following members:

• Mr. Indrajeet Mitra	Chairman
• Mr. Vishal Shah	Member
• Mrs. Rachana Gemawat	Member

1 (One) meeting was held for the Committee during the year. Ms. Pooja Kadam, Company Secretary & Compliance Officer acted as the Secretary of the Committee.

III. Nomination and Remuneration Committee- As on 31st March, 2023, the Nomination and Remuneration Committee comprises of the following members-

• Mr. Vishal Shah	Chairman
• Mr. Somil Kumar Mathur	Member
• Mrs. Rachana Gemawat	Member

During the year, 2 (Two) Nomination and Remuneration Committee meetings were held.

E. BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgement, governance issues etc.

F. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm:

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures;

(b) They have selected such accounting policies and applied them consistently, and made judgements and estimates that are 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 and loss of the Company for that period;

(c) They 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;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. AUDITORS:

STATUTORY AUDITORS:

M/s. Samir M. Shah & Associates, Chartered Accountants were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of 6th Annual General Meeting till the conclusion of 11th Annual General Meeting of the Company i.e. for a period of 5 years.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Tushar Vora & Associates, Company Secretaries for conducting secretarial audit of the company for the year ended 31st March, 2023. Secretarial Audit Report issued by Mr. Tushar Vora, Practicing Company Secretary in Form MR - 3 (Annexure - E) forms part of this report.

23. FINANCE & ACCOUNTS:

The financial statements of the Company are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 under the historical cost convention on the accrual basis. The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly issued accounting standard is adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Cash and Cash Equivalents as at March 31, 2023 were ^ 113,405 thousand. The company continues to focus on its working capital, receivables and other parameters.

24. PUBLIC DEPOSITS:

Your company has not invited, accepted, received or renewed any deposits from public falling within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014, as amended from time to time during the year under review and accordingly, there were no deposits which were due for repayment on or before 31st March, 2023

25. SHARES:

BUY BACK OF SECURITIES- The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY- The Company has not issued any Sweat Equity Shares during the year under review

BONUS SHARES- The Company had issued Bonus Shares to its shareholders during the year under review in the ratio of 1:2 i.e. 1 (One) new fully paid-up equity share of face value of T 10/- (Rupee Ten only) each for every 2 (Two) existing fully paid-up equity share of face value of T10/- (Rupee Ten only) each held by the members of the Company by capitalizing a sum of T 34,400 thousand (Rupees Three Crore Forty-Four Lakh Only).

The Company had issued bonus shares in the month of June-July 2023 as detailed in Clause no. 9 above.

EMPLOYEES STOCK OPTION PLAN- The Company has not provided any Stock Option Scheme to the employees.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

On 19^th July, 2023, NSL had intimated through intimation under Regulation 30 of the Listing Regulations read with Part A of Schedule III of the Listing Regulations that is in the process of forming a Wholly Owned Subsidiary in the Netherlands by the name Nintec Systems B.V.

27. CORPORATE GOVERNANCE:

In line with the Companys commitment to good Corporate Governance Practices, your Company has complied with provisions as prescribed in SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015 and other applicable provisions.

28. LITIGATIONS

There were no litigations outstanding as on March 31, 2023.

29. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR:

During the year under review, no cases of child labour, forced labour, involuntary labour and discriminatory employment were reported.

30. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website at

https://www.nintecsystems.com/investors.php

31. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the company for the year under review is given as a separate statement as Annexure - C, which forms part of this Annual Report.

32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your company has in place a structured induction and familiarisation programme for the Independent Directors of the company. Your company through such programmes familiarises the Independent Directors with a brief background of your company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events, etc. They are also informed of the important policies of your company including the Code of Conduct for Directors and Senior Management Personnel and the Code of Conduct for Prevention of Insider T rading.

33. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure D which forms a part of this report.

34. HUMAN RESOURCE MANAGEMENT

At NINtec Systems Limited, we believe that human resources are precious assets of the company. The motto during the year has been to enhance the morale and capabilities of the employees. We strongly believe in favourable work environment that encourages innovation and creativity. Your Company has established an organization structure that is agile and focused on delivering business results, stimulating performance culture and motivating employees to develop themselves personally and professionally.

35. FRAUD REPORTING

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

36. CAUTIONARY STATEMENT

Statements in the Boards Report describing the companys objective, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement.

37. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the assistance, cooperation, and support received from all the clients, vendors, bankers, Registrar of Companies, auditors, suppliers, government bodies, shareholders and other business associates.

The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the company to grow during the year under review.

The Board deeply acknowledges the trust and confidence placed by the clients of the company and all its shareholders. Your directors look forward to the long-term future confidently.

	For and on behalf of the Board
	For, NINtec Systems Limited
	Sd/-	Sd/-
Date: 26th August, 2023	Niraj Gemawat	Indrajeet Mitra
Place: Ahmedabad	Managing Director	Director
	DIN: 00030749	DIN:00030788
Registered Office:
B-11, Corporate House, S.G. Highway,
Bodakdev, Ahmedabad-380054, Gujarat
CIN:L72900GJ2015PLC084063
Tel: +91 79 40393909
Email: cs@nintecsystems.com
Web: www.nintecsystems.com