Softsol India Director Discussions


Dear Members,

The Directors have pleasure in presenting the 33rd Directors Report on the business and operations of your Company, for the year ended March 31, 2023.

Financial Highlights

(Amount in Rs. Lakhs)

Stand Alone

Consolidated

31-03-2023 31-03-2022 31-03-2023 31-03-2022

Revenue from Operations

3152.52 2421.07 8259.37 7426.39

Other Income

736.77 254.72 (211.08) 777.67

Total Revenue

3889.29 2675.79 8048.29 8204.06

Profit before Interest, Depreciation & Tax (Before Exceptional Items)

1376.61 834.25 619.79 1581.32

Depreciation

156.67 169.65 181.88 259.29

Finance Costs

35.31 7.79 167.25 103.01

Profit before Tax (Before Exceptional Items)

1184.63 656.81 270.66 1219.02

Exceptional Items

0 0 0 742.03

Current Tax

327.43 224.23 315.01 288.66

Deferred Tax

251.72 0 (52.33) 0

Profit after Tax

605.47 432.59 7.98 1672.39

EPS (Basic & Diluted) (in Rs.)

4.10 2.57 0.05 9.93

Review of Operations

During the year under review, your Company recorded income of Rs. 3152.52 lakhs from Business activities in comparison with previous years income of Rs. 2421.07 lakhs. Your company achieved net profit of Rs. 605.47 Lakhs for the year in comparison with the previous years net profit of Rs. 432.59 Lakhs.

Review of Operations of Wholly owned Subsidiary

SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 6.46 Million for the year 2023 in comparison with the previous years revenue of US$ 6.70 Million. SRI recoded net Profit/ (Loss) of US $ (7,55,762) for the year 2023 in comparison with the previous years net Profit of US$ 15,69,835

FUTURE OUTLOOK & BUSINESS:

The Board of Directors of the Company had approved the Scheme of Arrangement between the Company and Covance SoftSol Limited and respective shareholders and creditors (for demerger of software business). This Scheme provides for demerger, transfer and vesting of the software business (Demerged Undertaking as defined in the Scheme) from the Company into Covance SoftSol Limited on a going concern basis. With this demerger, the Company shall cease to convene its software business and operates only infrastructure business means development, holding of properties and facilities, providing infrastructural facilities including leasing of properties or spaces. The Company will take necessary strategic steps for the growth of the business only in the line of infrastructure business.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In accordance with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Report as Annexure - 1.

DIVIDEND

In view of the financial performance of your company during the year 2022-23, your directors have not recommended any dividend for this financial year.

AMOUNTS TRANSFERRED TO RESERVES:

During the year under review the Board does not carry any amount to the Reserves.

BUYBACK OF EQUITY SHARES:

The Board at its meeting held on November 22, 2022 and Shareholders through Postal Ballot on December 21, 2022 has passed resolutions to buyback 20,58,824 (Twenty Lakhs Fifty-Eight Thousand Eight Hundred Twenty- Four) equity shares of RS. 10 (Rupee Ten only) each fully paid-up, (representing 12.24% of the total number of Equity Shares in the existing total paid-up equity capital of the Company and of the total number of Equity Shares in the total paid-up equity capital as of March 31, 2022) at a price of Rs. 170 (Rupees One Hundred Seventy only) aggregating to Rs. 35.00 Crores (Rupees Thirty Five Crores only), being 15.30% and 21.12% of the aggregate of the fully paid-up equity share capital and free reserves of the Company as per the audited standalone and consolidated financial statements of the Company as at March 31, 2022, respectively (which is within the statutory limits of the aggregate of the fully paid-up equity share capital and free reserves of the Company, based on both standalone and consolidated financial statements of the Company, under the approval route of Shareholders by Special Resolution as per the provisions of the Act and The SEBI (Buyback of Securities) Regulations, 2018 (“the Buyback Regulations”)), excluding the transaction cost relating to the buyback, from the members of the Company, including the promoters of the Company, on a proportionate basis under the tender offer route in accordance with the provisions of the Buyback Regulations and the Act and Rules made thereunder.

Pursuant to and in compliance with the provisions of section 68 of the Act read with rule 17 of The Companies (Share Capital and Debentures) Rules, 2014 and the Buyback Regulations, the amount of buyback was distributed to the members on March 23, 2023 and the corresponding equity shares were extinguished on April 10, 2023. Pre and post buyback shareholding structure is as under:

Pre-buyback shareholding

No. of shares bought back

Post buyback shareholding

16822513 Equity Shares of Rs. 10 each

2058824 Equity Shares of Rs. 10 each

14763689 Equity Shares of Rs. 10 each

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2023 (post buy-back) was 14763689 Equity Shares of Rs. 10 each. During the year under review, the Company has not issued any shares including shares with differential voting rights nor granted stock options nor sweat equity.

As on March 31, 2023 other than Mr. Srinivasa Rao Madala - Director (30015 Shares 0.20%) and Mr. Bhaskara Rao Madala - Whole time Director (1069766 Shares - 7.25%) none of the other Directors of the Company holds shares of the Company.

CORPORATE GOVERNANCE:

Your Company has always strived to maintain appropriate standards of good corporate governance. The report on corporate governance as stipulated under Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report. The requisite certificate confirming compliance with the conditions of corporate governance as stipulated under the said clause is attached to this report as Annexure - 2.

EXTRACT OF THE ANNUAL RETURN & ANNUAL RETURN

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at https://softsolindia.com/investors/annual-return/.

DIRECTORS:

None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 or under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The existing composition of the Companys board is fully in conformity with the applicable provisions of the Act 2013 and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Directors have certified that the disqualifications mentioned under Sections 164, 167, and 169 of the Companies Act, 2013 do not apply to them. Your Directors hereby affirm that the Directors are not debarred from holding the office of director by virtue of any SEBI order or any order from such other authority.

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possesses integrity, relevant expertise and experience required to best serve the interest of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

The Independent Directors have affirmed compliance with the Code for the Independent Directors mentioned in Schedule IV of the Companies Act, 2013. 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 Clause 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not disqualified to act as such Independent Directors.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 read with Regulation 16 (B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

KEY MANAGERIAL PERSONNEL

Mr. Bhaskara Rao Madala is the Whole time Director, Mr. Koteswara Rao Yerragopi (PAN: ACPPY4660H) is the Chief Financial Officer of the Company and Mr. B. Laxman (ACS 20625) is the Company Secretary. In the Board Meeting held on 14.08.2023, the Board approved the appointment of Mr. Musinam Nagaraju (ICSI ACS - 48209) as Company Secretary & Compliance Officer with effect from 1st September 2023 and approved the resignation of Mr. B. Laxman from the office of Company Secretary & Compliance Officer w.e.f. 30.08.2023. Except the above there has been no change in the KMP of the Company.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review, the Audit Committee met 5 times on 30/05/2022, 12/08/2022, 19/09/2022, 14/11/2022 and 10/02/2023.

The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013. COMMITTEES OF THE BOARD

The details of the following committees of the Board along with their composition and meetings held during the financial year 2022-23 are given in the Report on Corporate Governance forming part of this Directors Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

AUDIT COMMITTEE

As per the requirement of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

The Audit Committee consists of three Non-executive Independent Directors, possessing the requisite experience and expertise.

The composition of the Audit Committee is as follows:

a) Sri. B. S. Srinivasan (DIN: 00482513)

Chairman (Independent)

b) Sri. Veeraghavulu Kandula (DIN: 03090720)

Member (Independent)

c) Smt. Naga Padma Valli Kilari (DIN: 08466714)

Member (Independent)

d) Sri. Srinivasa Rao Madala (DIN: 01180342)

Member (Non-Executive)

The Company Secretary is the Secretary of the Committee and the Chief Financial Officer is the invitee to the Meetings of the Committee.

During the year under review, the Audit Committee met 5 times on 30/05/2022, 12/08/2022, 19/09/2022, 14/11/2022 and 10/02/2023.

All recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreements between the Committee and the Board during the year.

NOMINATION AND REMUNERATION COMMITTEE

As per the requirement pursuant to Section 178 of the Companies Act, 2013, the rules made there under and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178 relating to the remuneration for the Directors (including criteria of making payments to non-executive directors), key managerial personnel, and other employees. The Policy has been uploaded on the website of the Company at https://softsolindia.com/investors/corporate-governance-policies/.

The composition of the Nomination and Remuneration Committee is as follows:

a) Sri. Veeraghavulu Kandula (DIN: 03090720)

Chairman (Independent)

b) Sri. B. S. Srinivasan (DIN: 00482513)

Member (Independent)

c) Smt. Naga Padma Valli Kilari (DIN: 08466714)

Member (Independent)

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND COMMITTEE

The Company formulated the Corporate Social Responsibility Committee (CSRC) in consultation with the Board pursuant to the provisions of Section 135 of the Companies Act, 2013.

The the composition of the CSR Committee is as follows:

a) Sri. B. S. Srinivasan (DIN: 00482513)

Chairman (Independent)

b) Sri. Veeraghavulu Kandula (DIN: 03090720)

Member (Independent)

c) Smt. Naga Padma Valli Kilari (DIN: 08466714)

Member (Independent)

d) Sri. Srinivasa Rao Madala (DIN: 01180342)

Member (Non-Executive)

During the year under review, the CSR Committee met on 12/08/2022 & 14/11/2022.

During the year under review the Company spend an amount of Rs. 20,12,625 against the statutory obligation of Rs. 20 lakhs with respect to CSR activities. The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rule, 2014 is attached as Annexure - 3 to the Report. The detailed CSR Policy has been uploaded on Companys website at https://softsolindia.com/investors/corporate-governance-policies/.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirement pursuant to Section 178 of the Companies Act, 2013, the rules made there under and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This Committee consists of three Non-executive Independent Directors, possessing the requisite experience and expertise.

The composition of the CSR Committee is as follows:

BORROWINGS:

The Company does not have any borrowings from Banks, Financial Institutions, Body Corporates or any other persons.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, the Annual Financial Statement contains the Cash Flow Statement for the financial year 2022-23, forming part of this Annual Report.

CORPORATE POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the formulation of certain policies for all listed companies. The corporate governance policies are available on the Companys website at https://softsolindia.com/investors/corporate-governance-policies/. The policies are reviewed periodically by the Board and updated as needed.

SECRETARIAL STANDARDS

Your Directors confirm that the Company has, during the year, complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the year under review, the Company has not made any investments or given loan or provided security or guarantees falling under the provisions of Section 186 of the “the Act”.

CREDIT RATING

The Company was not assigned with any Credit Rating.

DEMATERIALISATION OF SECURITIES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2023, 99.86% of the share capital stands dematerialized.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT AND ALSO ANY CHANGE IN THE NATURE OF BUSINESS

There have been no material changes between the end of the Financial Year and the date of this Report and also there is no change in the Nature of Business of the Company.

a) Smt. Naga Padma Valli Kilari (DIN: 08466714)

Chairman (Independent)

b) Sri. B. S. Srinivasan (DIN: 00482513)

Member (Independent)

c) Sri. Veeraghavulu Kandula (DIN: 03090720)

Member (Independent)

However, the Board has approved the Scheme of Arrangement for the demerger of software business and for this reorganization the Appointed Date is 01.04.2023. This reorganization will affecting the financial position of the Company in the upcoming financial years. The proposed Scheme is subject to the approval of the Stock Exchange, Shareholders, National Company Law Tribunal and other relevant regulatory authorities.

Salient features of the Scheme:

(i) demerger, transfer and vesting of the Software Business (Demerged Undertaking as defined in the Scheme) from the Company into Covance SoftSol Limited on a going concern basis, and issue of 1 (one) fully paid- up equity share of Covance SoftSol Limited having face value of Rs.10 each for every 1 (one) fully paid-up equity share of Rs.10 each of the Company, in consideration thereof, in accordance with the provisions of Section 2(19AA) of the Income-tax Act, 1961;

(ii) Listing of equity shares of Covance SoftSol Limited on BSE Limited; and

(iii) reduction and cancellation of the entire pre-scheme share capital of Covance SoftSol Limited

WTD AND CFO CERTIFICATION

As required under Regulations 17(8) and 33(2) (a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, certificates are duty signed by Mr. Bhaskara Rao Madala, Whole time Director and Mr. Y. Koteswara Rao, CFO. Annexure- 4 Enclosed to the Report.

LISTING OF SHARES:

Shares of the Company are listed on The Bombay Stock Exchange Limited (BSE), Mumbai, which provides a wider access to the investors nationwide.

The Company has made all the compliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including payment of annual listing fees up to 31st March 2024 to the BSE.

STATUTORY AUDITORS AND AUDIT REPORT:

In accordance with the provisions of Companies Act, 2013, at the 28th Annual General Meeting, the shareholders had appointed M/s. PAVULURI & CO., Chartered Accountants, Hyderabad (FRN: 012194S), as Statutory Auditors of the Company, for a period of 5 years i.e. up to the conclusion of 33rd Annual General Meeting to be held for the adoption of accounts for the financial year ending March 31, 2023, subject to approval of the Members at the ensuing Annual General Meeting.

The Board on the recommendation of audit committee has reappointed M/s. PAVULURI & CO., Chartered Accountants, Hyderabad (FRN: 012194S), for its 2nd term for the period of 5 years i.e. up to the conclusion of 38th Annual General Meeting to be held for the adoption of accounts for the financial year ending March 31, 2028, subject to approval of members at the ensuing Annual General Meeting.

There is no qualification or adverse remark in Auditors report. As regards the comments made in the Auditors Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under, either to the Company or to the Central Government. The notes on accounts referred to and the Auditors Report are self explanatory and therefore do not call for any explanatory note.

INTERNAL AUDITOR

M/s Balarami & Nagarjuna, Chartered Accountants, Hyderabad is re-appointed as Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2023-24, as required under Section 138 of the Act 2013 and the Companies (Accounts) Rules, 2014.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

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 Company has appointed on the recommendation of Audit Committee M/s VBM Rao & Associates, Company Secretaries, Hyderabad (C.P. No. 5237), to undertake the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the year 2022-23 is self-explanatory and therefore do not call for any explanatory note and the same is annexed as Annexure - 5 herewith.

COST AUDITOR

As per section 148 read with Companies (Audit and Auditors) Rule, 2014 appointment of Cost Auditors are not applicable to the Company.

COST RECORDS

Maintenance of cost records as prescribed under the provisions of Section 148 of the Companies Act, 2013 are not applicable for the business activities carried out by the Company during the financial year.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK

There is no qualification, reservation or adverse remark or disclaimer made -

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in her secretarial audit report.

DEPOSITS

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. As on 31st March, 2023, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The related party transactions that were entered into during the financial year are only with SoftSol Resources Inc, USA (a wholly owned Subsidiary Company). There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Promoters, Directors, Key Managerial Personnel or other designated persons has any pecuniary relationships or transactions vis-a-vis the Company.

The details of related party transactions are provided in the accompanying financial statements and Corporate Governance Report. All transactions entered into with related party (SoftSol Resources Inc, USA, a wholly owned Subsidiary Company) during the year were on an arms length basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://softsolindia.com/investors/corporate-governance-policies/.

INFORMATION REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 PERTAINING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy:

Your Companys activities being software development and IT related in nature, energy consumed is only in the nature of electrical consumption for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the consumption levels to as low as practicable.

1) Steps taken for conservation of energy (figures below are, on a full production-load basis):

The Company continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers etc, (c) operational energy efficiency.

2) Steps taken for utilizing alternate sources of energy/resources: NIL

3) Capital Investment on energy conservation equipments: NIL

(B) Technology Absorption:

Your Company not being engaged in any manufacturing activity, there is no material information to be provided in this regard.

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Companys operations do not require significant import of technology.

1) Efforts made towards technology absorption: A continuous interaction and exchange of information in the industry is being maintained with a view to absorbing, adapting and innovating new methods that may be possible.

2) Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

3) Information regarding technology imported, during the last 3 years: Nil

4) Expenditure incurred on Research and Development: NIL

(C) Foreign Exchange Earnings and Outgo: Total foreign exchange earnings during the year were Rs. NIL (Previous year Rs. NIL) and foreign exchange outgo was: NIL (previous year: NIL).

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules there under as amended from time to time, forms part of this report as Annexure - 6.

There are no instances of employees who was in receipt of remuneration in excess of the limit prescribed in provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules made there under.

HUMAN RESOURCES:

On a consolidated basis, the Company has 170 employees as of March 31, 2023. The employees relation at all levels and at all units continued to be cordial during the year.

BOARD EVALUATION

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and 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, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company.

The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

The induction programme includes:

1) For each Director, a one to one discussion with the Whole time Director to familiarise the former with the Companys operations.

2) An opportunity to interact with the CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Companys corporate website. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 10/02/2023, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, all shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more will be transferred to IEPF.

During the year under review as per the Transfer confirmation by NSDL dated 03/10/2019 for the Corporate Actions filed by the Company for transfer of 3600 Equity Shares to the Demat Account of IEPF Authority (IN300708/10656671) relating to the Unclaimed Dividend Shareholders of the Company relating to the unpaid/ unclaimed dividend of the Financial Years 2001-01, 2001-02 and 2002-03.

Transfer of Unclaimed Dividend and Shares to IEPF - Interim Dividend Paid in FY 2015-16:

Company had completed within the statutory time of Transfer of Unclaimed /Unpaid Dividend and Shares in connection with such Unclaimed /Unpaid Dividend to the IEPF Authority for the Interim Dividend of FY 2015-16 in compliance of provisions of Section 124(6) of Companies Act, 2013 read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as per the details given below:

Details of NEFT transfer of Unclaimed /Unpaid Dividend of Interim Dividend of FY 2015-16 to the IEPF Authority:

Account no - 04990920001637 IFSC code -HDFC0000240 Beneficiary name -MCA21-NEFT Collection Amount: RS. 63808.

FORM IEPF-1 SRN No.: X30709604

Details of transfer of Equity Shares of Rs. 10 each fully paid to IEPF Demat Account (with NSDL) relating to Unclaimed /Unpaid Dividend of Interim Dividend of FY 2015-16 through Corporate Actions executed with NSDL & CDSL and Form IEPF -4 filed with MCA:

1 Name of the company

SoftSol India Limited

2 ISIN

INE002B01016

3 Financial Year for which the unpaid/ unclaimed dividend pertains to for which the underlying shares are to the transferred/ transmitted to IEPF

2015-16

4 Details of Demat account of IEPF Authority

I N 3 0 0 7 0 8
1 0 6 5 6 6 7 1

Details of shares to be transferred/transmitted to the IEPF Authority Demat Account:

S. No. Shares held in

Number of records Number of shares (Quantity)

(i) NSDL

49 9183

(ii) CDSL

14 1644

(iii) Physical Form

148 29003

Total

211 39830

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31.03.2023 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended 31-03-2023. The Notes to the Financial Statements forms an integral part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

(a) In the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

(b) The directors have selected such accounting policies and applied them consistently and made judgments 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 year;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company has established a Vigil Mechanism called the ‘Whistle Blower Policy for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Companys website.

MATERIAL SUBSIDIARIES

In accordance with Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing Regulations), M/S. SOFTSOL RESOURCES INC, USA is the material non-listed subsidiary. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company.

Pursuant to Regulation 24(1) and other applicable Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. SUBBIAH SRINIVASAN BATTINA (DIN: 00482513) an Independent Director of the Company was appointed as as Director of SOFTSOL RESOURCES, INC. the Wholly owned unlisted subsidiary effective 14th March 2020. The subsidiary Company is having Registered Office at 42840, Christy Street, Fremont CA 94538, USA.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial performance of Wholly owned subsidiary in Form AOC-1 is furnished in Annexure - 7 attached to this report.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

As on 31st March, 2023, the Company has only one subsidiary, namely M/s. SoftSol Resources Inc., USA. M/s. SoftSol Resources Inc., USA is also a material subsidiary. M/s. Covance SoftSol Limited was incorporated as a wholly-owned subsidiary of the Company on 11.08.2023 for the purpose of demerger of software business.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under the provisions of the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements together with Auditors Report form part of the Annual Report. The same is with unmodified opinion (unqualified).

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Companys internal control systems commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently.

The Audit Committee and Independent Internal Auditors, regularly review internal financial controls and operating systems and procedures for efficiency and effectiveness. The Internal Auditors Reports are regularly reviewed by the Audit Committee of the Board.

BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company hereby confirms that according to the provisions of Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Business Responsibility Report is not mandatorily applicable to our Company, hence not annexed with Annual Report.

RISK MANAGEMENT

The Company has in place Risk Management Policy as per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the Senior Management of the Company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote confidence amongst stake holders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company. The details of Risk Management Policy as per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act, 2013 has been uploaded on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement 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. All employees of the Company are covered under the aforementioned Policy.

The summary of complaints received and disposed off up to 31st March 2023 were as under:

Number of complaints received: Nil Number of complaints disposed off: Nil

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

THE 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 THERE OF

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.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 33rd Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

APPRECIATION:

The Board of Directors, wish to place on record its sincere appreciation for the support and co-operation received from all its stakeholders including customers, promoters, shareholders, bankers, suppliers, auditors, various departments/ agencies of Central/State Government and other business associates of the Company. Your Board recognizes and appreciates the contributions made by all employees at all level that ensure sustained performance in a challenging environment.

On behalf of the Board of Directors

Bhaskara Rao Madala

Dr. T. Hanuman Chowdary

(DIN: 00474589)

(DIN: 00107006)

Whole time Director

Director

Place: Hyderabad Date: 14-08-2023

Registered Office: Plot No. 4, Software Units Layout, Madhapur, Hyderabad - 500 081 Bhaskara.Madala@softsol.com, www.softsolindia.com