Aurionpro Solutions Ltd
Directors Reports
Dear Members,
The Directors of Aurionpro Solutions Limited ("your company"
or "the Company" or "Aurionpro") are pleased to present this Twenty
Sixth Annual Report of the Company, together with its Audited Financial statements for the
year ended 31st March, 2023 ("financial year under review").
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The highlights of the Consolidated and Standalone Financial Statements
are detailed hereunder.
The Company's financial performance for the financial year ended 31st
March 2023 as compared to the previous financial year ended 31st March 2022 is
summarized below:
|
Consolidated |
Standalone |
| Particulars |
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
| Revenue from operations |
65,933.16 |
50,501.22 |
42,010.08 |
28,987.72 |
| Profit before Share of Profit of Associates, Exceptional
Items and Tax |
12,275.68 |
9,465.69 |
- |
- |
| Profit Before Tax |
12,232.20 |
9,465.69 |
4,957.35 |
3,541.87 |
| Income Tax Expense: |
|
|
|
|
| Current Tax |
2269.66 |
1,818.56 |
1,033.29 |
885.77 |
| Deferred tax charge / (Credit) |
(226.03) |
89.75 |
62.89 |
18.55 |
| Profit After Tax |
10,188.57 |
7,557.38 |
3,861.17 |
2,637.55 |
| Earnings Per Equity Share |
|
|
|
|
| Basic and Diluted (In f) |
42.69 |
31.00 |
16.93 |
11.57 |
Key Highlights of the Consolidated Performance of the Company
• Strong performance with accelerated growth momentum across
businesses;
• Consolidated Revenue: Rs 65,933.16 Lakhs (grew 31 % year on
year)
• EBITDA & PAT for FY23 was higher by 30% & 35%
respectively on a YoY basis
• EPS for Q4FY23 stood at Rs 11 and for FY23 it stood at Rs 42.69,
which was an increase of 38% on a YoY basis
2. MATERIAL CHANGES & COMMITMENTS
There were no material changes or commitments affecting the financial
position of the Company between the end of the financial year and this date of the report.
There was no change in company's nature of business during the financial year 2022 - 23.
3. DIVIDEND AND RESERVES
The profit after tax based on standalone financial statements for the
year ended 31st March 2023, was Rs 3,861.17 lakhs and the same was transferred
to the Retained Earnings.
The Board of Directors of your company is pleased to recommend a
dividend of Rs 2.5 per equity share of the face value of Rs 10 each (@25%), payable to
those shareholders whose names appear in the Register of Members as on the Book Closure /
Record Date.
4. STATE OF COMPANY'S AFFAIRS
The performance across all the parameters remained robust during the FY
23 which underscores growth momentum in all our key businesses. Our strategy to build
highly differentiated global products and platforms continues to gain traction and both
our key businesse segments exceeded the operational targets thanks to the robust demand
environment across all our markets and highly disciplined execution from our sales and
delivery teams. The Company continued with the focus on driving a large part
of the reinvested capital into enhancing our R&D spend to create
next generation platforms as well as creating a best-in-class global sales channel to fuel
our next leg of expansion. We have started FY24 with a growing pipeline, a strong order
book, a slate of market leading products and an execution machine that has now delivered
two consecutive years of high growth since we revamped our strategic framework. We believe
we are in a great position to continue our strong growth trajectory.
5. SHARE CAPITAL
During the year, no further capital was raised by the Company. However,
the Company has launched Aurionpro Solutions Limited, Employee Stock Purchase Scheme 2022
('ASL ESPS 2022') and formed Aurionpro Solutions Limited-Employee Benefit Trust ('ASL ESPS
Trust') to administer the ESPS scheme as per the approval of the Board of Directors on 25th
July, 2022 and Shareholders on 26th September, 2022. The Company has allotted
& earmarked 10,00,000 shares to ASL ESPS Trust under ASL ESPS 2022 which shall be
granted to the eligible employees' subject to the Offer Conditions prescribed under the
Scheme.
6. SUBSIDIARIES / JOINT VENTURES
As on 31st March 2023, the Company had 07 (Seven) Indian
Subsidiaries and 23 (Twenty three) Foreign Subsidiaries (including step down
Subsidiaries).
The provisions of Regulations 24 and 24A of SEBI Listing Regulations,
with reference to Subsidiaries were duly complied with, to the extent applicable.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
("the Act"), a statement containing the salient features of financial statements
of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of
the Company.
During the financial year under review, the major changes with respect
to the Subsidiaries and Associate(s) of the Company were as under:
- the Company through its subsidiary Aurionpro Solutions Pte.Ltd based
in Singapore; has increased its stake in SC Soft Pte. Ltd from 51% to 90%, for a total
contribution of US $3.61 Million (Approx. Rs 2,887 Lakhs) in the month of September, 2022
and will acguire balance 10% stake in a phased manner up to December, 2023.
- the Company through its USA based subsidiary Aurionpro Fintech Inc.
completed 100% acquisition of Real Patient Solutions (Hello Patients) start-up registered
in the State of Delaware, USA at an all cash transaction for a consideration of USD
250,000 in the month of September 2022. Hello Patients provides a healthcare billing and
patients' management solution that leverages Aurionpro' s technology for payments
processing.
- Aurionpro Payment Solutions Pvt. Ltd.(AuroPay) has received an
in-principle approval from the Reserve Bank of India(RBI) on 04/05/2023 to operate as a
Payment Aggregator under the Payment and Settlement Act, 2007. AuroPay can commence
Payment Aggregator Business upon receiving the final certificate of Authorization from
RBI. During the year, the Company has made a further investment and subscribed to
50,00,000 compulsory Convertible Preference Shares of the face value of Rs 10/- each
amounting to Rs 500 lakhs
- the Company through its subsidiary in Singapore SC Soft Pte. Ltd. has
acguired 100% stake in SC Soft Americas LLC at USD 25,000. This acquisition will help the
Company to strengthen its presence in the AFC and ITMS business in the North American
Market.
- the Company through its wholly owned subsidiary in Singapore,
Aurionpro Solutions Pte. Ltd. formed a doint Venture with Inclusive Financial Solutions
('IFS') a leading Saudi Arabia based fintech and singed strategic partnership agreement to
establish a new joint venture company, Aurionpro Middle East for Information Technology
Company ('Aurionpro MENA') in the month of November 2022. Aurionpro MENA is established on
16th January, 2023 to provide cutting-edge solutions to banks and fintech's in
the Kingdom of Saudi Arabia. The Company will contribute 30% of the share capital of the
Company and IFS will contribute around 70%.
- the Company through its subsidiary in Singapore SC Soft Pte. Ltd
acguired 100% stake in SC Soft Information Technology Consultancy Co. Ltd, Turkey ('SC
Soft Istanbul') primarily focuses on the smart mobility segment, particularly Automated
Fare Collection (AFC) on April, 2023 before approving Directors' report.
7. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual
Return, in prescribed form MGT 7, of the company for the financial year 2022-23 will be
available on the Company's website at www.aurionpro.com
8. CORPORATE GOVERNANCE
The Report on corporate governance as per the reguirements of
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Reguirements) Regulations, 2015 ("the LODR"), forms part of this
Annual Report. Further, the requisite certificate from M/s. Milind Nirkhe &
Associates, Practicing Company Secretaries, confirming the compliance with the conditions
of corporate governance has been included in the said Report.
9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
Management Discussion and Analysis for the year under review, as
reguired under Regulation 34 (2) (e) of the LODR has been covered in a separate section
forming part of this Annual Report.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company believes that the Corporate social responsibility is more
than just a commitment to contribute to sustainable economic development of local
community and society at large, but rather an unsaid commitment is to take ahead the
society with us to improve their lives in ways that are good for business and for
development.
The Corporate Social Responsibility("CSR") Activities are
governed and managed through the Corporate Social Responsibility Policy ("CSR
Policy") approved by the Board. The CSR Policy of the Company provides for the
designing and structuring of the activities for achieving the ultimate goal of improvement
in quality of life and building sustainable future. The company has a Board - level CSR
committee which recommend the budget for funding various charitable activities and
contributions to be made to various initiatives. The CSR Committee of the board oversees
the implementation of CSR Projects in line with CSR Policy. The CSR Policy of the Company
is available on the website of the Company at www.aurionpro.com
The Company continually explore ways to maximize the society's welfare
through charity and welfare initiatives, arts and culture, sports sponsorship and academic
exchange. We are actively influencing different stakeholders, so that they will utilize
their capabilities to improve their quality of life, ensuring the people have egual
development opportunities, regardless of their economic situation.
The Company has adopted the participatory approach in designing and
implementing the CSR Activities of the Company. The Company's CSR arm, Aurionpro
Foundation, the Foundation has launched a new forum 'Aurocares' where we invite our
employees to suggest ideas, create, and design various programmes aimed at advancing
causes. Through this foundation, the company had made contribution in the area of
promoting education through additional coaching and ensuring environmental sustainability,
ecological balance, etc.
During FY 2022-23, our total CSR expenditure amounted to Rs 56.38
lakhs. In accordance with the provisions of Section 135 of the companies act 2013, we have
adopted a CSR Policy outlining various CSR activities to be undertaken. The policy strives
for contribution towards sustainable economic development that positively impacts the
society at large through strategic CSR application, to build a sustainable and profitable
future for all.
At Aurionpro, we would promote various charitable and social
initiatives by way of donations to the charitable organizations as well as by supporting
various social programs undertaken by the NGOs. However, in order to undertake, promote
and fund various social initiatives in an organised manner, we have formed Aurionpro
Foundation, a section 8 Company under the Companies Act, 2013. Aurionpro Foundation
selects projects under 'Aurocares' forum which are funded by the Foundation and executed
directly or through selected NGOs.
Some of the projects which are being supported through Aurocares are as
under:
a) Project for the construction of the toilets for school children at
Vaitarana, a remote village near Igatpuri in Nasik District, Maharashtra, India.
b) Project to fund the stationery and books for the school children in
the ZP schools in the remote villages in Nasik
c) Project in which some of our employees are teaching English and
Maths to the students of village schools. For this purpose, Aurocares has made available
the TV screen and internet connection to the school through which the volunteers of
Aurocares can connect with the students.
d) Project for the supply for computers and other stationery to the
government school in Mumbai.
The aforesaid projects were undertaken in partnership with the other
registered NGOs, some are affiliated to Rotary Club of India and with Fandry Foundation.
While at Aurionpro Foundation, we have to build capacities to conduct impact assessment of
the various initiatives in house. Presently, we are working with the partner NGOs and they
provide to us the detailed report on the status and impact of various initiatives.
The disclosures, as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, has been enclosed to this
Report as "Annexure 1".
11. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY
The Company has an internal control system which commensurate with the
size, scale and nature of its operations. The Internal Audit Team monitors and evaluates
the efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company.
12. DIRECTOR'S RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls maintained by the
Company, work performed by the various auditors and external consultant(s), including
audit of internal financial controls over financial reporting by the statutory auditors
and the reviews performed by the Management and the relevant Board Committees, including
the Audit Committee, the Board is of the opinion that the Company's internal financial
controls were adequate and effective during FY2022-23.
In terms of the provisions of Section 134(3)(c) of the Act, the Board
of Directors, to the best of their knowledge and ability, confirms that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
ii. they 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 31st March, 2023 and of the profit and loss of the Company for
that period;
Hi. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. 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;
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
13. DIRECTOR'S/KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March, 2023, the Company has two promoters who
are executive Directors, two Non-Executive directors and four Independent Directors
including one women director.
Appointment
Mr. Ashish Rai (DIN: 09683487) was appointed as an Additional
Non-Executive Director w.e.f. 01st August, 2022 and whose appointment was
approved and regularized under section 152 of the Companies Act, 2013, in the previous AGM
held on 26th September, 2022.
• Re-appointment of Mr. Paresh Zaveri the Managing Director of the
company
Mr. Paresh Zaveri was appointed as Managing Director of the Company for
a period of five years effective from 1st September, 2018. Mr. Paresh Zaveri is
a promoter director on the Board of the Company. Keeping in view his long association with
the Company, his expertise, qualifications and experience, as also the increased
responsibilities on account of various expansion plans undertaken by the Company and its
subsidiaries, the Board of Directors on the recommendations of Nomination and Remuneration
Committee, has approved and recommend reappointment of Mr. Paresh Zaveri for a furtherterm
offive years with effect from 1st September, 2023 to 31st August,
2028.
The information as required to be disclosed under regulation 36 of the
LODR and brief profile of director in case of reappointment of director is incorporated in
explanatory statement of AGM Notice forming part of the Annual Report.
• Re-appointment on account of retirement by rotation
In accordance with the provisions of the Act and Articles of
Association of the company, Mr. Amit Sheth retires by rotation and being eligible, offers
himselffor re-appointment.
The information as required to be disclosed under Regulation 36 of the
LODR and brief profile of director in case of reappointment of director is incorporated in
explanatory
statement of AGM Notice forming part of the Annual Report.
• Independent Directors
Dr. Rajeev Uberoi (DIN: 01731829) was appointed as an Independent
Director w.e.f. 14th December, 2022 for the first term of 5 years and same was
approved by members by passing a special resolution through postal balloton 5th
March, 2023.
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances
affecting their status as independent directors of the Company.
None of the directors of the Company is disqualified under the
provisions of the Act or under the LODR. All Independent Directors have provided
confirmations as contemplated under section 149(7) of the Act.
• Key Managerial Person
Pursuant to the provisions of Section 203 of the Act as on the date of
this Report, the Key Managerial Personnel of the Company comprised of Mr. Paresh Zaveri,
Chairman and Managing Director, Mr. Vipul Parmar, Chief Financial Officer and Mr. Ninad
Kelkar, CompanySecretary.
14. PERFORMANCE EVALUATION
The Company's policy relating to the appointment and remuneration of
Directors, KMPs and other employees, including criteria for determining qualifications,
positive attributes and independence of Directors are covered under the Corporate
Governance Report which forms part of this Annual Report.
The performance of the board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, etc. The performance of the committees was
evaluated by the Board after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
The Board has formulated the Nomination and Remuneration Policy for
selection and appointment of Directors, senior management personnel and their
remunerations. This policy is available at the Company's website www.aurionpro.com
15. MEETINGS
During the year under review, the Board met Four times. For details of
meetings of the Board, please refer to the Corporate Governance Report, which is part of
this report.
16. COMMITTEES
As on the date of this report, the Board has following committees
applicable under the Act/LODR:
i) Audit Committee;
ii) Nomination and Remuneration/Compensation Committee;
iii) Stakeholder Relationship/lnvestor Grievance and Share Transfer
Committee; and
iv) Corporate Social Responsibility Committee.
The detailed information in relation to these committees, including
composition and the terms of reference and other details are provided in Corporate
Governance Report.
17. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
According to the provisions of Section 125 and other applicable
provisions of Companies Act, 2013 (hereinafter "the Act"), dividend that remains
unpaid/ unclaimed for a period of seven years, are to be transferred to the account
administered by the Central Governmentviz: Investor Education and Protection Fund
("IEPF").
According to Section 124 of Companies Act, 2013 the Company has
transferred unpaid or unclaimed dividend amount within 7 days after expiry of thirty days
to the account opened by the Company on that behalf in the bank called the Unpaid Dividend
Account. Further pursuant to sub-section (5) of section 124 if the amount has not been
paid or claimed for seven consecutive years or more shall be transferred by the company to
the Investor Education and Protection Fund (IEPF). As required under section 124 of the
Act, Unclaimed dividend amount aggregating to Rs 1,89,321/- pertaining to financial year
ended on 31st March, 2015 lying with the Company for a period of seven years
was transferred during the financial year 2022-23, to Investor Education and Protection
Fund (IEPF) established bythe Central Government.
Further, as required under section 124 of the Act, 7,460 equity shares,
in respect of which dividend has not been claimed by the members for seven consecutive
years or more, have been transferred by the Company to the Investor Education and
Protection Fund Authority during the financial year 2022-23. Details of shares transferred
have been uploaded on the website of IEPF as well as the Company.
The Company has appointed Mr. Ninad Kelkar, as the Nodal Officer to
ensure compliance with the IEPF Rules.
The details of unpaid and unclaimed amounts lying with the Company is
available on the Company's website:- HYPERLINK
"http://www.aurionpro.com"www.aurionpro.com
18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established the necessary vigil mechanism and has put
in place a 'Whistle Blower policy' in order to enable the employees and Directors of the
Company to report their concerns about the management, operations and other affairs of the
Company. In terms of the Whistle Blower Policy, the whistle blowers are provided an access
to the Audit Committee to lodge their concerns. This policy is available on the website of
the Company at www.aurionpro.com
19. RISK MANAGEMENT POLICY
The Company has formulated a comprehensive Risk Management Policy to
identify, assess and mitigate various risks associated with the Company. The detailed
section on business risks and opportunities forms part of Management Discussion and
Analysis Report, which forms part of the Annual Report.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE ACT
The details of loans, guarantees and investments, covered under the
provisions of Section 186 of the Act, are given under the note no. 40 to the standalone
financial statements forming part of this annual report.
21. PARTICLUARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions entered into during the financial
year were on an arm's length basis and were in the ordinary course of business. During the
financial year, the Company has not entered into any contract/arrangement, transactions
with related parties which could be considered material in accordance with the policy of
the Company as to related party transactions. The details of all related party
transactions are placed before the Audit Committee for approval. The policy as to Related
Party Transactions, as approved by the Board, is available on the Company's website at
www.aurionpro.com
The details of transactions entered into with the related parties are
disclosed in the notes to the stand-alone financial statements forming part of this Annual
Report.
22. PUBLIC DEPOSITS
During the year, the Company has neither invited nor accepted any
public deposits.
23. AUDITORS AND THEIR REPORTING
M/s. Chokshi & Chokshi LLP, Chartered Accountants (Firm
Registration No. 101872W/W-100045) were appointed as Statutory
Auditors of the Company for a period of two years at the twenty fourth
Annual General Meeting ("AGM") held on 24th September, 2021 to hold
office till the conclusion of Twenty Sixth AGM.
The Board of Directors at its meeting held on 16th May, 2023
have considered and approved appointment of M/s. CKSR Chartered Accountants, Mumbai (Firm
Regn. No.131228W/W100044) as Statutory Auditors of the Company. The said appointment shall
be subject to the approval of the members in the ensuing Annual General Meeting of the
Company.
The Company has also received confirmation from M/s. CKSR Chartered
Accountants, Mumbai, to the effect that their appointment, if made, will be in accordance
with the limits specified under the Companies Act, 2013 and the firm satisfies the
criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies
(Audit & Auditors) Rules 2014.
The members, the members are requested to consider their appointment as
Statutory Auditors of the Company, for a term of five years, from the conclusion of the
ensuing Annual General Meeting, till the 31st Annual General Meeting to be held
in the calendar year 2028, at such remuneration mutually agreed and approved bythe Board.
The Statutory Auditors of the Company has stated in their report that,
during the course of Audit no fraud on or by the Company has been noticed or reported.
24. SECRETARIAL AUDIT
Pursuant to the requirements of Section 204(1) of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. Milind Nirkhe & Associates, Company Secretary in
Practice to conduct the Secretarial Audit for the financial year under the review. The
Report of the Secretarial Auditor in Form MR-3 is annexed herewith as "Annexure
2".
The Secretarial Audit Report does not contain any qualifications,
reservations or adverse remarks.
25. HUMAN RESORUCE
The Company has always desired to be an organization and a workplace
which attracts, retains and provides a canvas for talent to operate. The Company believes
on the value that the employees are strength and are reason behind its rapid growth and
expansion. They are part of our larger family that cultivates respect and fosters
wellbeing of each other.
The company encourages the inclusive growth by having the highly
motivated and performance led workforce being a valued partner to the communities and
responding to customer needs ensures the success of our business.
Enabling Human Talent
We believe in caring, understanding and supporting the needs of our
employees. We focus on employee benefits and salaries, which helps enhance employees'
sense of identity and allows them to feel more engaged with the company. Your company has
been certified as Great Place to Work Certification™ in India.
Diversity and Inclusion
At Aurionpro, we have established a corporate culture of diversity and
inclusion. We ensure that no individual is treated differently
or discriminated based on gender, race, socioeconomic status, religion,
physical and mental disability, or other reasons. We also recognize the importance of
gender friendly mechanisms and
have adopted measures to create an inclusive workplace. There is
healthy representation of women at leadership level.
Employee Attraction and Retention
Our people are our most valued asset. In order to ensure that we are
positioned to execute and consistently achieve our strategic, business objectives, we
focus on acquiring the right talents, engaging and retaining our employees with on-going
initiatives and activities to create a positive and productive work culture. We have
established a Performance Management System to provide employees with a fair and
reasonable performance review, development, and improvement system.
Employee Training and Development
The Company continues to invest significantly in the training of our
workforce on a continuous basis. These trainings can provide learning opportunities to
employees and can help employees upskill, stay up to date on latest advancements and
become more effective in their roles. We believe that the personal growth of the employees
would elevate ourorganizational performance and help in achieving long-term business
growth and sustainability for our organization.
Employee Health and Well-being
We adopt a holistic approach to workplace wellness encompassing the
physical, social and psychological wellbeing of our employees. Our workplace wellness
plans are supported by activities that encourage employee well-being and team bonding,
employee-led committees that organise a range of recreational and wellness activities, and
voluntary free annual health screenings for all employees
26. PARTICLUARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with the
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules is
provided in a separate annexure forming part of this Report. Having regard to the
provisions of the first proviso to Section 136(1) ofthe Act, the Annual Report excluding
the aforesaid information is being sent to the Members of the Company. In terms of Section
136, the said annexure is open for inspection. Any Member interested in obtaining a copy
of the same may write to the Company Secretary.
The disclosures pertaining to the remuneration and other details as
required under section 197(12) of the Act read with Rule 5(1) ofthe of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, have been provided in the Annual Report as
"Annexure 3".
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In terms of section 134(3)(m) of the Act, read with rule 8 of the
Chapter IX of the Companies (Accounts) Rules, 2014, the Directors furnish herein below the
required additional information:
Conservation of Energy:
Although the operations of the Company are not energy intensive, the
management is highly conscious of the criticality of the
conservation of energy at all operational levels. The requirement of
disclosure of particulars with respect to conservation of energy as prescribed in Section
134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not
applicable to the Company and hence are not provided.
Technology Absorption:
The Company continues to adopt latest technologies and innovations for
improving the productivity and quality of its products and service offerings. The Company
is also partnering with major technology providers in global markets.
Foreign Exchange Earnings and Outgo:
The details of foreign exchange earned and spent by the Company during
the year are given below:
Earnings in Foreign Currency (Rs in Lakhs)
| Particulars |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2022 |
| Revenue From Operations |
5,432.85 |
4,129.88 |
| Interest and Other Income |
102.68 |
43.52 |
| Total |
5,535.53 |
4,173.40 |
Expenditure in Foreign Currency
| Particulars |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2022 |
| Software, Hardware and Other Material Cost |
513.85 |
1,163.68 |
| Travelling, Conveyance and Other Expenses |
22.44 |
8.57 |
| Total |
536.29 |
1,172.25 |
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place necessary policy which is in line with the
requirements under the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been
set up to redress complaints if any, received regarding sexual harassment. The Company has
complied with the provisions relating to the constitution of Internal Compliants Committee
(ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. During the year under review, the Company has not received any
complaints underthe policy.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
30. COST RECORDS
The Company is not required to maintain cost records specified by
Central Government under section 148(1) of the Act.
31. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS
The Company hereby affirms that during the year under review, the
Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2,
relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively
(including any modifications or amendments thereto) issued by the Institute of Company
Secretaries of India.
32. DISCLAIMER AND FORWARD-LOOKING STATEMENT
The statements in the Board's Report and the Management
Discussion & Analysis describing the Company's objectives,
expectations or forecasts may be forward-looking within the meaning of applicable
securities laws and regulations. Actual results may differ materially from those expressed
in the statement. Important factors that could influence the Company's operations include
global and domestic demand and supply, input costs, availability, changes in government
regulations, tax laws, economic developments within the country and other factors such as
litigation and industrial relations.
33. ACKNOWLEDGEMENTS
The Directors would like to place on record their sincere appreciation
for the continued co-operation, support and assistance provided by all the stakeholders
including Company's employees, the financial institutions, banks, customers, vendors,
members and other government departments and authorities.
|
For and on behalf of the Board of Directors |
|
Sd/- |
| Place: Navi Mumbai |
Paresh Zaveri |
| Date: 16th May 2023 |
Chairman & Managing Director |