TechNVision Ventures Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting their 39th Annual Report and audited financials for the financial year 2018-19. The financial highlights of the Company are as follows:

Financial Results

( Rs. in Lakhs)

PARTICULARS

STANDALONE

CONSOLIDATED

2018-2019 2017-2018 2018-2019 2017-2018
Total Income 822.10 671.24 8834.97 5031.82
Finance Charges 0.63 1.21 8.56 4.32
Depreciation And Amortization 21.55 14.88 4131.33 16.31
Profit / (Loss) Before Tax 10.02 16.01 (3777.46) (338.02)
Provision for Tax (1.67) 7.55 8.03 20.86
Profit / (Loss) After Tax 11.70 8.47 (3785.50) (358.88)
Profit bought forward from previous year 668.68 660.21 571.24 930.12
Surplus carried forward 680.38 668.68 (3214.26) 571.24
Earnings Per Share 0.19 0.13 (60.33) (5.72)

Accounting treatment in preparation of Financial Statements

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Companies Act, 2013.

State of Company Affairs

During the Period under review the revenue from operations is Rs. 821.03 Lakhs representing an increase of 26.07% over the previous year Rs. 651.24 Lakhs. For the Financial ended on March 31,2019, the Companys Profit before tax stood at Rs. 10.02 Lakhs.

Dividend

Your Directors, keeping in view of the prevailing circumstances, have decided not to recommend payment of any dividend for the year.

Subsidiary Companies

The Company has two subsidiaries (apart from step down subsidiary companies) as on March 31,2019.

A Statement containing the details of the subsidiaries of the Company is appended as an annexure to this Report.

1. SITI Corporation, USA

2. AccelForce Pte. Ltd., Singapore

Step Down Subsidiaries of AccelForce Pte Ltd., Singapore

1. SolixTechnologies Inc., USA

2. Emagia Corporation., USA

3. Solix Softech Private Limited, India (Subsidiary of Solix Technologies Inc., USA)

Business Areas

Our ability to create value in our portfolio companies has always been underpinned by the differentiated scale of resources, knowledge and networks. With a track record in delivering innovative value creation solutions, we have developed a highly-effective approach and that will continue to be our key execution strategy.

We offer a wide range of software products that can be sold individually to solve specific technical challenges, but the emphasis of our product development and sales efforts is to create products that enable businesses to be more cost-effective, agile and efficient. We divide our products into three major groups: Enterprise Data Management, Enterprise Cash Flow Management and Enterprise Talent Management.

Enterprise Data Management

Digital transformation is the future of business, and data is the heart of digital. Executives are realizing that digital technology can turbocharge business performance and disrupt markets. First-movers can achieve major competitive advantage, leaving the laggards struggling to survive. More than 70 percent of organizations are expected to roll out digital transformational strategies by 2020. Corporate desire to use massive volumes of data generated as part of digital transformation to deliver exceptional customer experiences, eliminate inefficiencies, and drive higher revenue is at an all-time high.

Big data technologies like Hadoop, machine learning, and natural language interfaces are revolutionizing data use, making digital transformation meaningful and its impact felt even at the last mile.

Worldwide Big Data market revenues for software and services are projected to increase from $42B in 2018 to $103B in 2027, attaining a Compound Annual Growth Rate (CAGR) of 10.48% according to Wikibon.

https://www.forbes.com/sites/louiscolumbus/2018/05/23/10-charts-that-will-change-your-perspective-of-big-datas-growth/#182ab2f12926

Digital is transforming the role of IT from cost controller to strategic enabler and innovator. That is making digital the top priority for enterprise CIOs. In companies leading the digital revolution, IT teams are considered partners to business in enabling desired outcomes. It is worth noting that digital transformation is less about the technologies and more about the impact they have on processes, productivity, customer experiences, and the realization of competitive opportunities.

Businesses are approaching digital technology with the clearly defined objective of becoming data-driven. But they need a modern way to manage the volume, variety, and velocity of the new data and the high compute resources needed to process it.

Unmanaged data growth can turn digital transformation opportunity into a crisis Digital transformation is driving up data volumes at a never seen pace. To put that into perspective, 90 percent of the data in the world today has been created in the last two years alone. This isnt going to slow down. Digitization of every process, the introduction and rapid proliferation of end-user devices, sensors, and technologies across the board are adding to the rapid growth in data generation.

1. Science Daily, Big Data, for better or worse: 90% of worlds data generated over last two year, 2013

2. Business Insider, Morgan Stanley: 75 Billion Devices Will Be Connected toTHe Internet of Things By 2020, 2013

3. Digital Universe of Opportun ites: Rich Data & The Increasing Value of the Internet of Things.

EMC Digital Universe with Research & Analysis by IDC, April 2014

This growth in data is fueled by the change in the definition of enterprise data. While structured data in ERP and CRM systems continue to be vital, the rise of unstructured data is notable. Today it is estimated that 80 percent of "enterprise data" now includes unstructured data such as documents, text, csv, audio, video, online click streams, social media posts, and loT log files. The result of this data growth is that every organization today is data rich. It augurs well for the success of the mission as data is at the core of digital revolution and is a key ingredient in the success of digital transformation.

However, as data volumes explode, unless the organization is well prepared it begins to drown in data, driving up storage and maintenance costs, diminishing application performance and availability, and creating data access, data privacy and regulatory compliance challenges. Deleting data to manage data growth often is not a choice as business, legal, and compliance objectives increasingly demand for real-time access to all information for longer durations. When these demands are not managed well, they can cause failure of Data Transformation initiatives.

"Enterprises with big budgets, data centers and complex applications are now looking at cloud as a viable place to run core business applications." CIO 60-70% of all software, services and technology spending will be cloud-based by 2020 (Forbes)

Enterprise Cash Flow Management

Cashflow is the lifeblood of any business. Todays corporations face tremendous pressure to maximize receivables performance. Also known as trade credit, receivables are the most cost efficient resources to accelerate the cash flow.

Lack of timely information on receivables stored in multiple disparate systems and the complexity introduced by disconnected manual processes, impede many finance executives ability to measure and monitor credit risk and collections efficiency.

Effective receivables management involves ensuring effective credit policy management and automation of credit-to-cash processes, which increase the efficiency of a firms cash conversion operations. Accelerating revenue cycles and lowering credit maximizes the value of the firm.

Enterprise Talent Management

We will continue to strengthen our products and services strength in technology and IT related recruiting automation and services. Our technology solutions coupled with RPO services add value to talent management and staffing organizations. Our plans continue to strengthen our technology enhanced recruitment process outsourcing services to our customers in North America.

Our professional services include a wide range of consulting services such as systems planning and design, installation and systems integration based on our suite of products. We offer our professional services with the initial deployment of our products as well as on an ongoing basis to address the continuing needs of our customers. We also have relationships with resellers, professional service organizations and system integrators which include their participation in the deployment of our products to our customers. These relationships help promote our product and service offerings and provide additional technical expertise to enable us to provide the full range of professional services our customers require to deploy our products.

We offer a suite of software support and maintenance options that are designed to meet the needs of our diverse customer base. These support options include 24 hour coverage that is available seven days a week, 365 days a year, to meet the needs of our global customers. To accomplish this level of support we have established a worldwide support organization with major support centers in Santa Clara, California, USA and Hyderabad, India and also thru our reseller network.

https://www.cio.com/article/3137946/6-trends-that-will-shape-cloud-computing-in-2017.html

https://www.forbes.com/sites/louiscolumbus/2017/04/29/roundup-of-cloud-computing-forecasts-2017M54f7d55531e8

In addition to support teams around the globe, we have a customer support website that provides our customers with the ability to submit service requests receive confirmation that a service request has been opened and obtain current status on these requests. Additionally, the customer support website provides access to our support procedures, escalation numbers to provide updates and new information about our products.

Consolidated financial statements

In compliance with Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with Accounting Standard AS-23 on Accounting for Investments in Associates and Section 129(3) and other relevant provisions of Companies Act 2013, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended on March 31,2019, which form part of this Annual Report. The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/ investor of the Company/subsidiary companies. Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Companys registered office and that of the subsidiaries concerned.

Number of Meetings of the Board of Directors

During the financial year 2018-19, Seven Board Meetings were held.

The date on which the Board meetings were held 25th May, 2018, 11th June, 2018, 27th July, 2018, 15th October, 2018, 13th November, 2018, 13th February, 2019 and 25th March, 2019.

Directors Responsibility Statements as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the Annual Accounts for the year ended on 31st March, 2019, the applicable Accounting Standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and that there are no material departures from the same;

ii. 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 as at 31st March, 2019 and of the profit for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Annual Accounts for the year ended on 31st March, 2019 have been prepared on a going concern basis.

v. the Directors had laid down Internal Financial controls to be followed by the company and that such internal Financial controls are adequate and were operating effectively.

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

Statement of Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies act, 2013

The Independent Directors have submitted the declaration of independence, as required under Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6).

Statement of Particulars of Employees pursuant to the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There were no employees, who employed throughout the relevant financial year and in receipt of remuneration, in aggregate, exceeding Rs. 1.02 Crores (Rupees One Crore and Two Lakhs) per year or Rs. 8.50 Lakhs (Eight Lakhs and Fifty Thousand) per month, if employed for a part of the relevant financial year.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of following Four Directors namely Mr. G.R. Venugopala Chary, Mr. Jnana Ranjan Dash, Dr. Rafiq K. Dossani and Dr. Ananda Prabhu Valaboju Kesari as members.

Brief description of terms of reference:

- identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- carry on the evaluation of every directors performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of Independent Directors and the Board;

- devising a policy on Board diversity; and

- any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objectives of the Policy

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Companys size and financial position and trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Corporate Governance

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities.

As per the provision of Regulation 15(2) of the Listing Regulations, Compliance with Corporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed entites having paid-up equity share capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on the last date of previous financial year. Henceforth, Company being falling under the specified limits of above regulation, requirement of giving Corporate Governance report in Annual Report as per the Para C of the Schedule V is exempted to your company.

However, the Company has voluntarily complied with the Corporate Governance Requirements under Regulation 17 to 27 from the commencement of SEBI(LODR) Regulations to till 31st March, 2019 and it has availed the exemption specifically on 29th May, 2019. Hence we are enclosing the Corporate Governance Report for the year 2018-19 and the requirement of giving Corporate Governance report as per Para C of the Schedule V is not applicable to the company, untill and unless the Company meets the limits specified in the above paragraph.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013

During the period under review, all transactions entered into with the related parties as defined under the Companies Act, 2013 were in the ordinary course of business and on arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. The Company is exempted from Regulation 23 of SEBI (LODR) Regulations, 2015 and hence the Company is not mandated to seek approval from members for entering into transactions which are material in nature. The details of related party transactions are mentioned in AOC-2, which is enclosed as Annexure I to this Report. Also suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the Standalone Financial Statement, which forming part of the Annual Report.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The were no particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013, which are not on an arms length basis.

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - II to this Report.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - III to this Report.

Risk Management Policy

The Company had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures laid down to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.

Mechanism for Evaluation of Board

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

A) Criteria for evaluation of Board of Directors as a whole

i. Identifying, Defining and Extent of realising the corporate objectives

ii. Regular monitoring of plans and Corporate results against projections.

iii. Direct, monitor and evaluate Key managerial personnel, Senior officials.

iv. Review of companys ethical conduct.

v. The flow of information to board members and between board members;

vi. Identify, monitor and mitigate significant corporate risks

B) Criteria for evaluation of the Individual Directors

i. Leadership and stewardship abilities.

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Assess policies, structures and procedures.

iv. Review of strategic and operational plans and objectives.

v. Statutory compliance & Corporate governance;

vi. Attendance and contribution at Board/Committee meetings;

Details of loans, guarantees and investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with the Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the notes to the Financial Statements forming part of this Annual Report.

Directors and Key Managerial Persons

Mrs. Geetanjali Toopran, Director, retire by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting.

Pursuant to recommendation of the Nomination and Remuneration Committee and in accordance with Section 149(10) of the Act, Sri. G.R. Venugopala Chary and Dr. Rafiq K. Dossani will be reappointed as an Independent Directors on the Board of Directors of the Company, with effect from 26th June, 2019 to hold office for a 2nd term of 5 (five) consecutive years upto 25th June, 2024 subject to approval of members at the ensuing Annual General Meeting

Pursuant to recommendation of the Nomination and Remuneration Committee and in accordance with Section 149(10) of the Act, Mr. Jnana Ranjan Dash will be reappointed as an Independent Director on the Board of Directors of the Company with effect from 25th September, 2019 to hold office for a 2nd term of 5 (five) consecutive years upto 24th September, 2024, subject to approval of members at the ensuing Annual General Meeting

Deposits

The Company has not accepted any deposits from the Public covered by the provisions of Section 73 of the Companies Act, 2013.

Corporate Social Responsibility (CSR)

During the period under review, the provisions of Section 135 of the Companies Act, 2013 w.r.t. Corporate Social Responsibility are not applicable to the Company.

Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has complied with Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

Statutory Auditors

At the 37th AGM held on 28th September, 2017, the Members approved appointment of M/s. Ayyadevera & Co., Chartered Accountants (Firm Registration No. 000278S) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 42nd AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

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 M/s. JRA & ASSOCIATES LLP, Hyderabad, Practicing Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ‘Annexure - IV.

The Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks.

Audit Committee

Audit Committee consists of the following members namely Sri. G.R. Venugopala Chary, Chairman of the Committee, Dr. Rafiq K. Dossani, Mr. Jnana Ranjan Dash, Dr. Ananda Prabhu Valaboju Kesari and Mrs. Geetanjali Toopran. Except Mrs. Geetanjali Toopran, all the other members of the Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendations of the Audit Committee during the year under review.

Disclosure Requirements

Policy in dealing with related party transactions, whistle blower policy, prevention of sexual harassment of women at workplace including details of familiarization programme of Independent Directors are available on the companys website: http://www.technvision.com.

Vigil Mechanism

The Board of Directors has adopted a Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - V to this Annual Report.

Internal Control Systems and their adequacy

The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions.

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and companys operations in future

No Significant and material orders have been passed during the year by the Regulators or Courts or Tribunals impacting the Going Concern status and companys operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the financial year ended on 31 March 2019 to the date of signing of the Directors Report.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended on 31 March 2019, the Company has not received any Complaints pertaining to Sexual Harassment from anyone.

CEOS DECLARATION

Pursuant to the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

Acknowledgement

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support.

Registered Office: By order of the Board
1486 (12-13-522), Lane No. 13, Street No. 14, TechNVision Ventures Ltd.,
Tarnaka, Secunderabad - 500 017.
Telangana, India
CIN: L51900TG1980PLC054066 sd/-
Phone Nos.: 040-2717 0822, 27175157, 27177591, Sai Gundavelli
Fax No.: 040-2717 3240 Chairman
E-Mail: Investor_relations@technvision.com DIN: 00178777
Date: 03rdSeptember, 2019