California Software Company Ltd
Chairman Speech
We have seen a global pandemic and geopolitical tensions, and a clearer
picture of the world ahead emerges, I believe we are standing at the threshold of a period
of great opportunity and growth. we made significant progress in our effort to strengthen
the company's position for accelerated revenue growth, we took a series of dramatic steps
to refine our strategy, strengthening our portfolio, expanding our partner ecosystem
enabled us to make further expansion and growth, after catastrophic events like the global
financial crisis or the pandemic.
As a result, we enter 2021-22, with more strategically focused and more
technologically capable. We are integrating technology and expertise-from Calsoft, our
partners, and even our competitors-to meet the urgent needs of our clients. Today, Calsoft
business is focused on providing end-to-end capabilities at scale across the full spectrum
of professional services- spanning strategy, consulting, digital, blockchain, gaming,
technology, and operations. By combining calsoft's capabilities across these businesses,
Calsoft uniquely positioned to drive digital transformation for clients. We are resolved
to re-establish Calsoft as an industry leader.
Due to the changes resulting from digital transformation, business
related issues are becoming increasingly significant within the digital services market.
All of which will make our vision, purpose, and strategy more relevant than ever...we are
optimistic and mindful of what we need to do to reach our mission. We see ample headroom
for growth in developing digital engineering, artificial intelligence (Ai) and analytics,
blockchain, gaming, finance, intelligent process automation, Cloud and loT.
Calsoft is positioned to provide integrated software and information
services, i.e. end-to-end IT services, including User-Interactive and Result- Oriented Web
App Development Services, Our UI-UX Designs with innovative Mobile App Development
Services Can Create Engaging User Experience For Business, blockchain development offered
the most reliable and efficient way for industries to secure and decentralized systems, We
provide best solutions for design and development of highly interactive and inventory
Point of Sale (PoS), Gaming, blockchain, NFT, DeFi and omni channel ecommerce platforms.
We provide effective digital marketing and strategies which boost online presence, and We
develop IoT Applications to make Workplace Smarter.
A client-centric, culture
Our efforts have been designed to accelerate the delivery of value to
our clients and partners, part of a larger cultural shift at Calsoft toward total
client-centricity. We believe that Calsoft has a unique ability to solve our clients' most
pressing business problems, bringing together all the necessary hardware, software, and
consulting, regardless of whether those solutions come from Calsoft or our ecosystem
partners.
Our commitment to science and innovation
While we are focused on meeting the needs of clients today, we continue
to shape the technologies of tomorrow. Calsoft continues to advance the fundamental
science of computing, driving innovation and pioneering a new era of accelerated
discovery.
Responsible stewardship for the digital age
We understood that our responsibilities extend far beyond the bottom
line. That is why we embrace our leadership role in defining good tech in the digital age.
Helping Our Large Customers Transform
Large customers in key industries globally have moved from the concept
of digital transformation to actual implementation. In this round of construction, India's
software service companies have gained first-mover advantages.
These changes will become our opportunities to "overtake" our
peers.
We are in the process of developing and launching a "cloud-based
software industry park". CS-Digital, will co-construct a new ecosystem for ITS
industry, CS-Cloud. Our goal is to become a strategic partner that "shares the same
boat", as we further bundle both parties' functions and services.
Commerce Solutions
dSPEEDUp, ecommerce platform is flexible framework to drive B2B
(business-to-business) and B2C(business-to-customer) segments. dlNSPlRA PoS - Point of
Sale provides an uncompromised sales experience to sell any products, to manage a retail
business, market to customers, and sell everywhere in one place, dBOT - A Conversational
Platform powered by pre-programmed responses or artificial intelligence to answer
questions without the need of a human operator, duLTlMA - omnichannel business platform is
a sophisticated retail software and empowers the retailers to engage their customers with
the consistent quality service across various channels of markets; online marketplaces,
physical stores or a company website.
Blockchan Solutions
dBCTech and its application has the potential to impact most
problematic industry challenges like supply chain management, asset tracking, claims
management, proof of origin, KYC and KYS, eliminating middlemen, reducing costs,
eliminating frauds and others. dBCTech creates decentralized networks or applications
(dApps) built on blockchain to enable various financial services, Commerce services and
supply chain management.
Gaming applications
dWager provides user a hyper-casual games, multi-player RPGs, and VR
games, games for mobile, PC, and online platforms, utilizing cutting-edge development
technologies in the right way to deliver the most vibrant-looking games.
Financial Solutions
dFinS provide financial services and products by using to augment,
streamline or digitial technologies. Our financial technology ecosystem, with new business
models in various sectors like lending and credit, payments, cryptocurrencies, wealthtech,
challenger banks, regtech, blockchain, open banking, insuretech and more
In turn, our employees have shown remarkable flexibility, loyalty and
persistence in ensuring that our customers are not impacted, despite significant personal
challenges. I acknowledge their spirit.
We expect to emerge into a post-COVID world as a stronger, more
focused, disciplined, diverse, and move closer to realizing our vision with our core
values "Keeping True Heart of Kindness, Determination and Perseverance, Striving for
Success, Sharing and Growing with the Customers" that keep us Growing and win!
And at one of the most challenging times in world history, we have
emerged stronger. We enter fiscal 2022-23 with an even more durable foundation and an
exciting future.
We are grateful to Investors and Shareholders, for the Opportunity to
earn your confidence and trust.
Dr. M. Vasudbvan
Managing Director & CEO For the members of Board
  Â
California Software Company Ltd
Directors Reports
To
The Members
The Directors are pleased to present their 31st Annual Report and the
audited financial statements for the financial year ended March 31,2023.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March 2023
are summarised below:
Details |
Standalone |
Consolidated |
| Year ended 31-Mar-23 |
Year ended 31-Mar-22 |
Year ended 31-Mar-23 |
Year ended 31-Mar-22 |
Total Revenues |
276.41 |
1085.73 |
276.41 |
1085.73 |
Total Expenses |
246.52 |
454.32 |
246.52 |
454.32 |
Profit before exceptional and
extraordinary items |
29.89 |
631.39 |
29.89 |
631.39 |
Exceptional items |
- |
- |
- |
|
Profit before extraordinary items
and tax |
29.89 |
631.39 |
29.89 |
631.39 |
Profit before Tax |
29.89 |
631.39 |
29.89 |
631.39 |
Current Tax |
12.96 |
183.96 |
12.96 |
183.96 |
Deferred Tax |
(5.19) |
(7.76) |
(5.19) |
(7.76) |
Profit / (Loss) for the year |
22.12 |
455.21 |
22.12 |
455.21 |
Minority Interest |
- |
- |
- |
- |
paid-up equity capital |
1545.71 |
1545.71 |
434.24 |
19.44 |
Earnings pershare (EPS)forthe
year (P |
Is) |
|
|
|
i) Basic |
0.14 |
2.94 |
0.14 |
2.94 |
ii) Diluted |
0.14 |
2.9^ |
0.14 |
2.94 |
COMPANY PERFORMANCE AND RESULTS OF OPERATIONS Standalone Results
During the year, your Company, on a standalone basis, earned a total
revenue of Rs. 276.41 lakhs. The profit before tax during the year is Rs.29.89lakhs.
After considering the tax provisions and adjustments, the profit for
the year was Rs. 22.12 lakhs.
Consolidated Results
During the year, your Company consolidated with all its subsidiaries
and earned a total revenue of Rs. 276.41 lakhs. The profit before tax during the year is
Rs. 29.89 lakhs.
DIVIDEND
The Board of Directors has decided to retain the entire FY 2022-23
profits in the profit and loss account; hence, no dividend is being declared for this
financial year.
SHARE CAPITAL
The Share Capital of the Company as of March 31, 2023, stood at
Rs.15,87,58,060/- shares of Rs. 10/- each as below:
a. 1,54,57,106 equity shares of Rs. 10/- each;
b. 4,18,700 Optionally Convertible Redeemable Preference Shares of Rs.
10/- each TRANSFER TO RESERVES
The Company retained the entire surplus in the Profit and Loss Account;
hence, no transfer to General Reserve was made during the Year.
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its
subsidiary, prepared in accordance with Indian Accounting Standards notified under the
Companies (Indian Accounting Standard) Rules, 2015 (‘IND AS'), form part of the
Annual Report and are reflected in the Consolidated Financial Statements of the Company.
In Section 134 of the Companies Act, 2013 and Rule 8(1) of the
Companies (Accounts) Rules, 2014, the financial position and performance of subsidiaries
are given in Consolidated Financial Statements. As of March 31, 2023, the company has a
subsidiary, Aspire Communications Private Limited. There has been no material change in
the nature of the subsidiaries' business. The consolidated financial statement has been
prepared in accordance with the relevant accounting standards, and a separate statement
containing the salient features of the financial statement of its subsidiaries and
associates in form AOC-1 is attached as Annexure I, along with the financial information
of the company.
J
DEPOSITS
The Company has not accepted any deposits in terms of Chapter V of the
Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014, during
the year under review and as such, no amount on account of principal or interest on public
deposits was outstanding as of the balance sheet date.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Section 134 of the Companies Act, 2013, the particulars of loans,
guarantees and investments given by the Company under Section 186 of the Companies Act,
2013 are detailed in Notes to Accounts of the Financial Statements.
RELATED PARTY TRANSACTIONS
During the year, the Company has not entered into any contract/
arrangement/ transaction with a related party which can be considered as material in terms
of the policy on related party transactions laid down by the Board of Directors except for
taking of loan from Mr. Vasudevan Mahadevan (Managing Director and Promoter) to funds day
to day operations of the Company.
The related party transactions undertaken during the financial year
2022-23 are detailed in Notes to Accounts of the Financial Statements.
Particulars of contracts or arrangements with related parties referred
to in section 188(1) of the Companies Act, 2013 in form AOC-2 is appended as Annexure-ll
to the Board's Report.
CHANGES IN THE BOARD OF DIRECTORS
During the year, the following changes took place in the composition of
the Board of Directors:
Resignation of Mr. Gopalakrishna Rao (DIN: 07556751) as Additional
Director wef 31.01.2023
Re-appointment of Dr. Mahalingam Vasudevan as Managing Director for
five years effective from 23.12.2022.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all its Independent
Directors that they meet the criteria of Independence as laid down under Section 149 (6)
of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 in respect of the financial
year ended March 31,2022.
Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013.
GOVERNANCE GUIDELINES
The Board of the Company has adopted Governance Guidelines on Board
Effectiveness. The Guidelines cover aspects related to the composition and role of the
Board, Chairman and Directors, Board diversity, definition of independence, Director term,
retirement age and Committees of the Board. It also covers aspects relating to nomination,
appointment, induction and development of Directors, Director remuneration, Subsidiary
oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.
PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Committee (NRC) is responsible for
developing competency requirements for the Board based on the industry and strategy of the
Company. The Board composition analysis reflects an in-depth understanding of the Company,
including its design, environment, operations, financial condition and compliance
requirements. The Nomination and Remuneration Committee periodically conducts a gap
analysis to refresh the Board, including when a Director's appointment or
re-appointment is required.
The Committee is also responsible for reviewing the profiles of
potential candidates vis-avis the needed competencies and meeting potential candidates
before making recommendations for their nomination to the Board. At the time of
appointment, specific requirements for the position, including expert knowledge expected,
are communicated to the appointee.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of Directors in terms
of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule
II of the Listing Regulations.
Independence: In accordance with the above criteria, a Director will be
considered as an ‘Independent Director' if they meet the requirements for
‘Independent Director' as laid down in the Act and Rules framed thereunder and
Regulation 16(l)(b) of the Listing Regulations. Qualifications: A transparent Board
nomination process is in place that encourages diversity of thought, experience,
knowledge, perspective, age, and gender. It is also ensured that the Board has an
appropriate blend of functional and industry expertise. While recommending the appointment
of a Director, the Nomination and Remuneration Committee considers how the individual's
function and domain expertise will contribute to the overall skill-domain mix of the
Board.
Positive Attributes: In addition to the duties as prescribed under the
Act, the Directors on the Board of the Company are also expected to demonstrate high
standards of ethical behaviour, strong interpersonal and communication skills and
soundness of judgement. Independent Directors are also expected to abide by the ‘Code
for Independent Directors' outlined in Schedule IV of the Act.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, are applicable to the
Company for the financial year ending March 31, 20223. Consequently, the Board of
Directors have constituted a Corporate Social Responsibility (CSR) Committee.
The Board, as per the recommendation of the CSR Committee, approved and
adopted the CSR Policy in accordance with Section 135 of the Companies Act, 2013 and the
Rules framed thereunder.
The Board of Directors, at their Meeting held on 05.09.2023, has
constituted the Corporate Social Responsibility (CSR) Committee as under:
1. Ms. AVN Srimathi
2. Mr. RSChandan
3. Mr. Ashok Codavarthi
During the financial year ended March 31, 2023, no meetings of the CSR
Committee were held. The report on CSR is enclosed as Annexure III.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND DIRECTORS
According to the applicable provisions of the Act and the Listing
Regulations, the Board has carried out an annual evaluation of its performance, the
performance of the Directors, as well as the assessment of the working of its committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and schedule for the Performance Evaluation process for the Board, its
Committees and Directors.
J
The Board evaluated the performance of the Board and individual
Directors after seeking input from all the Directors. The Board assessed the Committees'
performance after seeking information from the Committee Members. The criteria for
performance evaluation of the Board included aspects such as Board composition and
structure, effectiveness of Board processes, contribution to long-term strategic planning,
etc. The criteria for performance evaluation of the Committees included structure and
composition, point of Committee meetings, etc. The above criteria for assessment were
based on the Guidance Note issued by SEBI.
In a separate meeting, the independent Directors evaluated the
performance of NonIndependent Directors and the performance of the Board as a whole. They
also assessed the performance of the Chairman, taking into account the views of Executive
Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its
Committees and the Directors. The same was discussed in the Board Meeting that followed
the meeting of the independent Directors and Nomination and Remuneration Committee, at
which the feedback received from the Directors on the performance of the Board and its
Committees was also discussed.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Directors are provided with necessary documents, reports and
internal policies to familiarise themselves with the company's procedures and
practices. Further, periodic presentations are made at the Board and its Committee
Meetings on business and performance updates of the company, global business environment,
business strategy and risks involved. Quarterly updates on relevant statutory changes are
provided to the Directors in the Board meetings.
Upon appointment, the Directors are issued a Letter of Appointment
setting out in detail the terms of employment, including their roles, functions,
responsibilities, and fiduciary duties as a Director of the company.
The details of such a familiarisation programme for Independent
Directors are posted on the company's website and are available at
https://www.calsof.com/investor.
SKILLS, EXPERTISE AND COMPETENCIES OF THE BOARD
The Board of Directors has, based on the recommendations of the
Nomination and Remuneration Committee (‘NRC'), identified the following core
skills/ expertise/competencies of Directors as required in the context of business of the
Company for its effective functioning:
NUMBER OF BOARD MEETINGS
During the year, seven(7) board meetings were conducted, and details
are available in the Corporate Governance Report. The intervening gap between the two
board meetings was within the period prescribed by the Companies Act 2013.
BOARD COMMITTEES
The primary committees of the Board are the Audit Committee, Nomination
and Remuneration Committee, and Stakeholder Relationship Committee. Since the Company does
not fall under the top 1000 listed entities based on market capitalisation, the Company
doesn't need to form a Risk Management Committee.
1) Audit Committee
In terms of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 and the provision of Section 177(8) read with Rule 6 of the Companies
(Meeting of Board and its Powers) Rules 2014, the company has duly constituted a qualified
and independent Audit Committee. The Audit Committee of the Board consists of five
"Non-Executive& Independent Directors" as members having adequate financial
and accounting knowledge. The audit committee's composition, procedures, powers,
roIe/functions and terms of reference are set out in the corporate governance report,
forming part of the Board's report. During the financial year 2022-23, the Audit Committee
met five times on30.05.2022,12.08.2022, 07.11.2022,14.11.2022 and 14.02.2023
During the period under review, the suggestions put forth by the Audit
Committee were duly considered and accepted by the Board of Directors. There were no
instances of nonacceptance of such recommendations.
2) Nomination and Remuneration Committee
As of 31.03.2023, the Nomination and Remuneration Committee comprises
five NonExecutive Independent Directors. Mrs. AVN Srimathi, the Independent Director, is
the Chairman of the Committee. The committee met four times during the year on 30.05.2022,
12.08.2022,14.11.2022 and 14.02.2023.
3) Stakeholder Relationship Committee
The Company has a Stakeholders Grievance Committee (formerly known as
Shareholders'/lnvestors' Grievance Committee) of the Board of Directors to look
into the redressal of complaints of shareholders/investors' such as transfer or
credit of shares, nonreceipt of dividend/notices/annual reports, etc.
As of 31.03.2023, the Stakeholder Relationship Committee comprises six
members: five independent directors and one executive director. Mrs. AVN Srimathi, the
Independent Director, is the Chairman of the Committee. The committee met four times
during the year on 30.05.2022,12.08.2022,14.11.2022 and 14.02.2023.
DETAILS OF POLICIES DEVELOPED BY THE COMPANY
1) Nomination and Remuneration Policy
Our Company has constituted a Nomination, Remuneration and Governance
Committee of the Board of Directors and formulated a Nomination and Remuneration Policy
containing the criteria for determining qualifications, positive attributes and
independence of a director and policy relating to the remuneration for the directors, key
managerial personnel and senior management personnel of the Company. The Nomination and
Remuneration Policy is available on the website of the Company, www.calsof.com, and
relevant extracts from the Policy are reproduced in Annexure IV of this report.
The Board affirms that the remuneration paid during the financial year
2022-23 to the Employees and Key Managerial Personnel was as per the Company's
Remuneration policy.
2) Whistle Blower Policy - Vigil Mechanism
In terms of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 and the provision of Section 177(9) read with Rule of the Companies
(Meeting of Board and its Powers) Rules 2014, the company has duly established a vigil
mechanism for stakeholders, directors and employees to report genuine concerns about
unethical behaviour, actual or suspected fraud or violation of the company's code of
conduct or ethics policy. The Audit Committee of the Company oversee the vigil mechanism.
The company affirms that no personnel has been denied direct access to the Chairman of the
Audit Committee.
The Policy also protects the whistle-blower against victimisation or
discriminatory practices. The Policy is available on the website of the Company at
http://www.calsof.com.
3) Board Diversity
The Policy on Board Diversity (the "Policy") sets out the
Company's approach to ensuring adequate diversity in its Board of Directors (the
"Board"). It is devised in consultation with the Nomination and Remuneration
Committee (the "Committee") of the Board.
The Company recognises and embraces the benefits of having a diverse
Board of Directors and sees increasing diversity at the Board level as essential in
maintaining a competitive advantage in its complex business. It is recognised that a Board
composed of appropriately qualified people with a broad range of experience relevant to
the industry of the Company is necessary to achieve effective corporate governance and
sustained commercial success.
A truly diverse Board will include and make good use of differences in
skills, regional and industry experience, background, race, gender and other distinctions
among Directors. These differences will be considered in determining the optimum
composition of the Board and, when possible, should be balanced appropriately. At a
minimum, the Board of the Company shall consist of at least one woman Director. All Board
appointments are made on merit, in the context of the skills, experience, independence,
knowledge and integrity that the Board requires to be effective.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1
and SS-2, issued by the Institute of Company Secretaries of India, relating to
‘Meetings of the Board of Directors' and ‘General Meetings',
respectively, have been duly followed by the Company.
AUDITORS Statutory Auditors
During the year, M/s. M.K. Dandeker & Co., Chartered Accountants
(Firm Registration No. 000679S) resigned as the Company's Statutory Auditor w.e.f.
November 04, 2022. The casual vacancy created by this resignation was filed by appointing
M/s. K. Copal Rao& Co., Chartered Accountants (Firm Registration No. 000956S) by the
Board and subsequently approved by the members via postal ballot. At this ACM, the
resolution for the appointment of M/s. K. Copal Rao & Co., Chartered Accountants (Firm
Registration No. 000956S) as the Statutory Auditors of the Company for five years, from
the conclusion of Thirty First (31st) Annual General Meeting till the conclusion of Thirty
Sixth (36th) Annual General Meeting of the Company to be held in the year 2028, is placed
before the members for their approval;
The Company has received a certificate from the Statutory Auditors to
the effect they are not disqualified to continue as Auditors of the Company.
Auditors Report
The notes on the financial statement referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.
Qualifications in Auditors Report and the Management response to the
qualification The details of qualified opinion provided by the Statutory Auditors of the
Company on the Standalone and Consolidated financial results for the financial year ended
March 31, 2023, and the Management response thereof are provided in the Statement on
Impact of Audit Qualifications (for audit report with modified opinion) are given below.
Statement on Impact of Audit Qualifications to be pasted
Secretarial Auditor
S. Dhanapal and Associates LLP, Practicing Company Secretaries, have
been appointed as Secretarial Auditor for the financial year 2022-23, the Secretarial
Audit Report in Form No. MR.3 issued by the Secretarial Auditor forms part of the Annual
Report as Annexure V to the Board's report.
As per the Secretarial Auditor's report, the company has complied with
the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
However, there were a few instances where the company faced delays in filing forms with
the MCA and CSR related compliances. The Board is actively taking steps to comply with the
requirements that have arisen due to technical difficulties or inadvertence.
Cost Audit- The Company is not required to conduct a cost audit.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Details as required under Section 197 of the Companies Act, 2013 read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 per Annexure VI
Name of Director/KMP |
Amount of Remuneration Per Annum
(Rs. In Lakhs) |
The ratio of Remuneration to
Median Remuneration of Employees for the FY |
% Increase In Remuneration
During TheFY |
Mr.VasudevanMahalingam |
- |
- |
- |
Ms.ManimalaVasudevan |
12 |
12 |
Nil |
Mr.VijayakumarMadhavan |
10 |
12 |
Nil |
Percentage increase in the Median Remuneration of
employees in the financial year
The median remuneration of employees for the financial year 2022-23
arrived at Rs.7.25 lakhs/- per month, and the median remuneration for the previous
financial year, 31st March 2023, arrived at Rs. 27,000/- per month. Accordingly, there was
an increase of 10 % in the median remuneration of employees in a financial year.
Average percentile increases already made in the salaries of employees
other than managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out
if there any exception circumstances for increase in managerial remuneration.
The average percentile increase was about 10% for all employees who
went through the compensation review cycle in the year. For the managerial position, the
compensation level remained the same with respect to the Managing Director and, Executive
Director and CFO. It has marginally increased due to annual increments based on their
performance.
DETAILS OF PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE
DIRECTORS VIS A VIS THE COMPANY
No sitting fees were given to any non-executive Directors for every
meeting of the Board and committee meeting they attended as members of the board.
Dr. Vasudevan Mahalingam holds 55,22,972 equity shares as of March
31,2023.
INTERNAL FINANCIAL CONTROLS
The term Internal Financial Controls has been defined as the policies
and procedures adopted by the company to ensure orderly and efficient conduct of its
business, including adherence to the company's policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting
records, and the timely preparation of reliable financial information. Your Company has
adequate and robust Internal Control Systems commensurate with its operations' size, scale
and complexity.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board. The Internal Audit
Department monitors and evaluates the efficacy and adequacy of internal control systems in
the Company, its compliance with operating systems, accounting procedures and policies at
all locations of the Company. Based on the Internal Audit function report, process owners
undertake corrective action in their respective areas, strengthening the controls.
Significant audit observations and recommendations, along with corrective actions thereon,
are presented to the Audit Committee of the Board.
The Audit Committee also conducts discussions about Internal Control
Systems with the Internal and Statutory Auditors, and the Management of the Company
satisfies themselves on the integrity of financial information and ensures that financial
controls and risk management systems are robust and defensible.
HUMAN RESOURCES Employee Strength and Expansion
Calsoft employs more than 1000+ employees to deliver an
industry-leading revenue per employee. Calsoft continued its focus on talent localisation
strategy in global locations; a strategy adopted a decade ago, ahead of the market. This
has paid rich dividends in an era of strong emphasis on talent localisation.
In FY 2022-23, the human resource function continued to build on its
organisational strategy and mission. Our various initiatives were focused on simplifying
HR function, impacting the entire hire-to-retire cycle, and enhancing employee experience
by delivering distinctive people practices. HR function collaborated with businesses to
enhance business value by driving operational efficiencies and effective organisation
design.
Talent Acquisition, Talent Development & Career Management
Calsoft's talent acquisition & talent management practices are
aligned to our strategy. We have leveraged Digital and Cloud technologies to enhance the
quality and experience of our Talent Acquisition, Talent Development and Career Management
programs. We also leveraged artificial intelligence & data science to hire the right
talent at the right time. Calsoft believes LEARN, UNLEARN, and RELEARN is a continuous
process that will bring in new models of employment and force organisations to rethink the
Future of Work and the Workplace. We shifted focus on enhancing the business value through
increasing passion, proficiency and value by enabling our employees to drive Performance,
Productivity and Innovation.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
&Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The Company has not received any complaint on sexual harassment during
the financial year ended 31.03.2023.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year, no significant and material orders passed by the
Regulators or Courts or Tribunals impact the going concern status and the Company's
operations in future.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT
No such transaction affects the financials for the year ending and the
date of the report.
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EXTRACT OF ANNUAL RETURN
As per the MCA Notification dated August 28, 2020, amending to Rule
12(1), a web link of the Annual Return is furnished in accordance with sub-section (3) of
Section 92 of the Companies Act, 2013 and as prescribed in Form MGT-7 of The Companies
(Management and Administration) Rules, 2014. You may please refer to our Company's
weblink: https://www.calsof.com/_files/ugd/535075_dl9d5bd9f03e4ebd92c71549ca9835d6.pdf
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements
under the Companies Act, 2013 and as stipulated under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A report on Corporate Governance, including Management Discussion and
Analysis report under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, along with a certificate from
M/s. S Dhanapal & Associates LLP, Practicing Company Secretaries, confirming the
compliance is annexed herewith marked as Annexure VII and forms part of this report.
CODE OF CONDUCT
Regarding SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 and Companies Act 2013, the Company has laid down a Code of Conduct
(Code) for all the Company's Board Members and Senior Management Personnel. The Code is
also posted on the Company's Website: www.calsof.com. All Board Members and Senior
Management Personnel have affirmed their compliance with the Code for the March 31, 2023
financial year. A declaration signed by Dr. M. Vasudevan, Managing Director, forms part of
the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of the Listing Agreement, the
Management Discussion and Analysis Report, titled Management Report, forms part of this
Report.
/RELATED PARTY TRANSACTIONS
During the year under review, the company has not entered into any
transaction of a material nature with its subsidiaries, promoters, Directors, management,
senior management personnel, their relatives, etc., that may have any potential conflict
with the company's interest. The company has obtained requisite declarations from all
Directors and senior management personnel, which were placed before the Board of
Directors.
There have been no materially significant related party transactions,
monetary transactions or relationships between the company and its Directors, management,
subsidiary, or relatives, except for those disclosed in the financial statements for the
financial year 202223. Detailed information on materially significant related party
transactions is enclosed in Annexure VIII to the Board Report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the company is in the Information Technology Enabled Services
(ITES), the provisions relating to the conservation of energy and technology absorption
are not applicable.
During this FY 2022-23, the company earned Rs. 270 lakhs as foreign
exchange earnings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements
and the details of compliances under the Companies Act, 2013 are enumerated below:
Your Directors confirm the following:
In preparation for the annual accounts, the applicable accounting
standards were followed along with proper explanation relating to material departures;
The directors had selected such accounting policies. They applied them
consistently and made judgments and estimates that were reasonable and prudent to give an
accurate and fair view of the state of affairs of the company at the end of the financial
year and of the profit or loss of the company for that period.
The directors had taken proper and sufficient care to maintain adequate
accounting records in accordance with the provisions of the Companies Act 2013 to
safeguard the company's assets and to prevent and detect fraud and other irregularities.
The directors had prepared the annual accounts on a going concern
basis.
Proper internal financial controls were in place, and the financial
controls were adequate and were operating effectively.
Proper systems were in place to ensure compliance with the provisions
of all applicable laws and were adequate and operating effectively.
GREEN INITIATIVES
From the FY 2016-17 onwards, Electronic copies of Annual Reports and
Notice of the Annual General Meeting are sent to all members whose email addresses are
registered with the Company / Depository Participant(s). For members who have not
registered their email addresses, physical copies of the Annual Report were sent.
ADDITIONAL INFORMATION TO SHAREHOLDERS
All critical and pertinent investor information, such as financial
results, investor presentations, press releases, new launches and project updates, are
regularly available on the Company's website (www.calsoftgroup.com / www.calsof.com).
ACKNOWLEDGEMENT
We take this opportunity to thank our customers, shareholders,
suppliers, bankers, business partners/ associates and Government and regulatory
authorities in India and other countries of operation for their consistent support and
encouragement to the Company and look forward to their continued support during the coming
years. We record our appreciation for the valuable contribution made by the employees at
all levels.
For and on behalf of the Board of
Directors |
|
Dr. M. Vasudevan |
Vijayakumar M |
Managing Director & CEO |
Whole Time Director |
Place: Chennai |
|
Date: September 06,2023 |
|
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