Moschip Technologies Ltd
Directors Reports
To
The Members,
Your Directors' take immense pleasure in presenting the 24th Annual Report on the
business and operations of your Company along with the Audited Standalone &
Consolidated Financial Statements for the year ended 31st March 2023. The Consolidated
performance of the Company and its subsidiaries has been referred to wherever required.
- Summary of Financial Results
(Rs. in Lakhs)
Particulars |
Year ended 31st March 2023 |
Year ended 31st March 2022 |
| Consolidated |
Standalone |
Consolidated |
Standalone |
| Income from operations |
19,835.54 |
17,120.28 |
14,764.40 |
12,070.32 |
| Other Income |
496.79 |
445.62 |
513.39 |
213.32 |
| Total Revenue |
20,332.33 |
17,565.90 |
15,277.79 |
12,283.64 |
| Profit before exceptional item, Interest, Depreciation and Tax |
3,128.45 |
2,433.20 |
2,770.56 |
2,269.31 |
| Profit before Interest, Depreciation and Tax |
3,128.45 |
2,433.20 |
2,770.56 |
2,269.31 |
| Less: Interest |
772.37 |
742.29 |
860.50 |
842.86 |
| Less: Depreciation |
1,732.18 |
1163.92 |
1,264.14 |
889.35 |
| Profit before tax |
623.9 |
526.99 |
645.92 |
537.10 |
| Less: Tax Expenses |
6.13 |
- |
0.62 |
- |
| Profit after tax |
617.77 |
526.99 |
645.30 |
537.10 |
| Net Profit for the year |
617.77 |
526.99 |
645.30 |
537.10 |
- Performance Review
Your Company, MosChip Technologies Limited is a fabless semiconductor and embedded
design services Company with focus on turn-key digital and mixed-signal ASICs, SerDes IP
and system design solutions.It specializes in product design and development services
ranging from Chip Design to Systems Development. It works with globally acclaimed chip
design companies in the areas of Aerospace, Defence, Consumer and Industrial applications.
Over the past 2 decades, MosChip has developed and shipped millions of connectivity ICs.
On consolidated basis, the income from operations grew to Rs. 19,835.54 lakhs from
Rs.14,764.40 lakhs registering a growth of 34.35 % year on year. The increased growth
during the current year is primarily Increase in revenue from design and development
services. The Profit before Interest, Depreciation and Tax stood at Rs.3,128.45 lakhs
while that of previous year stood at Rs.2,770.56 lakhs. The Consolidated results showed a
Net profit for the year at Rs.617.77 lakhs as against a Net profit of Rs.645.30 lakhs in
the previous year.
On a standalone basis, income from operations for the year stood at Rs.17,120.28 lakhs
as against Rs. 12,070.32 lakhs in the previous year. Standalone Net profit for the FY
2022-2023 was Rs. 526.99 lakhs as against Net Profit of Rs. 537.10 lakhs for the FY
2021-2022.
This performance was possible due to the proper vision and strategy of leadership team,
efficient execution of operational team and with the support of dedicated employees, which
is paving way for the long-term sustainable growth. The Company is poised to be part of
emerging opportunities by continuing to focus on its inherent strengths in design
services, turnkey solutions, IP& Training.
The Performance review of the Company and its subsidiaries for the year is detailed in Annexure
- A under ‘Management Discussion & Analysis' annexed hereto pursuant to
the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"),
- Subsidiaries, Joint Ventures and Associate Companies
As on 31st March, 2023, the Company has 3 direct subsidiaries, namely;
- MosChip Technologies, USA,
- MosChip Institute of Silicon Systems Private Limited,
- MosChip Technologies W.L.L.
There are no associate companies or joint venture companies within the meaning of
Section 2(6) of the Companies Act, 2013. There has been no material change in the nature
of the business of the subsidiaries.
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In
accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient
features of the financial statements of the subsidiary companies in Form AOC-1 is enclosed
as Annexure – B of the Directors'Report.
Further the Board of Directors in their meeting held on 28th March, 2023 approved 100 %
acquisition of Softnautics, Inc, a California based company with a focus on Product
Engineering Solutions in Embedded, FPGA and VLSI. The acquisition process was completed on
07th June, 2023. Accordingly, Softnautics Inc has become wholly owned subsidiary Company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, Consolidated Financial Statements along with relevant documents and
separate audited accounts in respect of the subsidiaries, are available on the website of
the Company.
- Dividend & Transfers to Reserves
Your directors have not recommended any dividend for the year under review. As a
result, there is no appropriation of any amount to the reserves of the Company during the
year.
During the period under review, no amount was required to be transferred to the
Investor Education and Protection Fund.
Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and
adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on
the Company's website at https://moschip.com/ wp-content/uploads/2023/02/Dividend-Distribution-Policy.pdf
- Share Capital
- Increase in Authorised Share Capital
There is no change in Authorised Share Capital of the Company during the year, the
Authorised Share Capital comprises of Rs.56,55,10,000 (Rupees Fifty Six Crore Fifty Five
Lakhs Ten Thousand only) divided into 28,27,55,000 (Twenty Eight Crores Twenty Seven Lakhs
and Fifty Five Thousand only) Equity Shares of Rs.2/- (Rupees Two only).
- Increase in Paid-up Share Capital
During the year under review, your Company issued and allotted Equity Shares as
mentioned in the below table:
| S. No. |
Date of allotment |
Number of shares allotted |
Allotment Price in Rs. |
Particulars |
| 01 |
28-04-2022 |
18,250 |
18.00 |
pursuant to exercise of vested stock options |
| 02 |
28-04-2022 |
33,333 |
16.00 |
pursuant to exercise of vested stock options |
| 03 |
08-07-2022 |
96,000 |
18.00 |
pursuant to exercise of vested stock options |
| 04 |
08-07-2022 |
1,25,329 |
16.00 |
pursuant to exercise of vested stock options |
| 05 |
23-09-2022 |
33,250 |
18.00 |
pursuant to exercise of vested stock options |
| 06 |
23-09-2022 |
3,75,982 |
16.00 |
pursuant to exercise of vested stock options |
| 07 |
23-09-2022 |
1,21,250 |
24.00 |
pursuant to exercise of vested stock options |
| 08 |
18-10-2022 |
31,12,203 |
61.05 |
Preferential issue |
| 09 |
20-10-2022 |
18,01,801 |
61.05 |
Preferential issue |
| 10 |
21-11-2022 |
53,250 |
18.00 |
pursuant to exercise of vested stock options |
| 11 |
21-11-2022 |
2,01,997 |
16.00 |
pursuant to exercise of vested stock options |
| 12 |
21-11-2022 |
75,000 |
16.00 |
pursuant to exercise of vested stock options |
| 13 |
21-11-2022 |
43,750 |
24.00 |
pursuant to exercise of vested stock options |
| 14 |
21-11-2022 |
2,500 |
31.28 |
pursuant to exercise of vested stock options |
| 15 |
25-01-2023 |
35,250 |
18.00 |
pursuant to exercise of vested stock options |
| 16 |
25-01-2023 |
74,993 |
16.00 |
pursuant to exercise of vested stock options |
| 17 |
25-01-2023 |
6,250 |
18.00 |
pursuant to exercise of vested stock options |
| 18 |
25-01-2023 |
52,750 |
24.00 |
pursuant to exercise of vested stock options |
| 19 |
25-01-2023 |
8,750 |
40.00 |
pursuant to exercise of vested stock options |
| 20 |
24-03-2023 |
77,500 |
18.00 |
pursuant to exercise of vested stock options |
| 21 |
24-03-2023 |
1,41,831 |
16.00 |
pursuant to exercise of vested stock options |
| 22 |
24-03-2023 |
20,125 |
24.00 |
pursuant to exercise of vested stock options |
| 23 |
24-03-2023 |
11,250 |
40.00 |
pursuant to exercise of vested stock options |
Consequent to the above, the subscribed, issued and paid-up equity share capital of
your Company as on March 31, 2023 stood at Rs.33,31,33,578 /- comprising of 16,65,66,789
Equity Shares of Rs.2 /- each.
On 10.06.2023, the Company allotted 1,14,52,498 Equity Shares on preferential basis for
the acquisition of Softnautics Inc.
On 16.06.2023, the Company allotted 1,83,665 Equity Shares pursuant to exercise of
vested stock options by employees.
On 04.08.2023, the Company allotted 15,56,248 Equity Shares pursuant to exercise of
vested stock options by employees.
- Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
- Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
- Bonus Shares
The Company has not issued any bonus shares during the year under review.
- Equity Shares with differential rights
The Company has not issued any Equity Shares with differential rights.
- Dematerialization of Shares
99.72% of the company's paid up Equity Share Capital is in dematerialized
form as on 31st March, 2023 and balance 0.28% is in physical form. The Company's
Registrars are KFin Technologies Limited, Karvy Selenium, Tower B, Plot No. 31 & 32,
Financial District, Gachibowli, Hyderabad, Telangana- 500 032.
- Major events occurring after the balance sheet date
- Material changes and commitments if any affecting the financial position of the Company
occurred between the end of the financial year to which this Financial Statements relate
and the date of the report
There have been no material changes and commitments, affecting the financial
position of the Company which occurred during the period between the end of the financial
year to which the financial statements relate and the date of this report.
- Change in the Nature of Business
There is no change in the nature of business of the Company.
- Details of significant and material orders passed by the regulators/ courts/ tribunals
impacting the going concern status and the Company's operations in future
There are no significant material orders passed by the Regulators/ Courts which would
impact the going concern status of the Company and its future operations.
- Directors and Key Managerial Personnel
- Inductions, Changes & Cessations in Directorships during the year 2022-2023
Mr. Raja Praturi (DIN: 01819707) resigned from the position of Independent
Director w.e.f. 12.07.2022. The Board in its Meeting dated 14.07.2022 placed on record its
appreciation for the Services, assistance and guidance provided by Mr. Raja Praturi.
On recommendation of the Nomination and Remuneration Committee, the Board has appointed
Mr. Rajeev Krishnamoorthy (DIN: 09542130) as an Additional Director in Independent
Category with effect from 28.03.2022 and approval of members by way of special resolution
was taken in the extra-ordinary general meeting held on 27.06.2022.
Subsequent to the end of the financial year March 31, 2023
Mr. K. Rama Chandra Reddy (DIN: 00042172) resigned from the position of
Non-Executive Director
w.e.f. 01.05.2023.The Board in its Meeting dated 24.05.2023 placed on record its
appreciation for the Services, assistance and guidance provided by Mr. K. Rama Chandra
Reddy.
On recommendation of the Nomination and Remuneration Committee, the Board has appointed
Mr. Naveed Ahmed Sherwani (DIN: 10199022) as an Additional Director in Non-Executive
Director Category with effect from 17.06.2023. The appointment of Mr. Naveed Ahmed
Sherwani as Non-Executive Director for shareholders approval is included in this 24th AGM.
Directors retire by rotation
Pursuant to the requirements of the Companies Act, 2013 and Articles of
Association of the Company Mr. Damodar Rao Gummadapu (DIN: 07027779), Non-Executive
Director retire by rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment.
- Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company as on March 31, 2023 are:
Mr. Venkata Sudhakar Simhadri - Chief Executive Officer Mr. Jayaram Susarla - Chief
Financial Officer Mr. Suresh Bachalakura - Company Secretary
- Independent Directors
In terms of Section 149 of the Companies Act, 2013 ("Act") Mr. Pradeep
Chandra Kathi, Mr. Govinda Prasad Dasu, Mrs. Nalluri Madhurika Venkat and Mr. Rajeev
Krishnamoorthy are the Independent Directors of the Company. The Company has received
declaration(s) from all the Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of
the SEBI Listing Regulations and are independent of the management. The Board of Directors
of the Company has taken on record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of the veracity of the same. They
are not liable to retire by rotation in terms of Section 149(13) of the Act.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the fields of science and
technology, engineering, digitalization, strategy, finance, governance, human resources,
sustainability, etc. and that they hold highest standards of integrity.
All the Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Companies Act, 2013.
All the Independent Directors have confirmed their respective registrations in the
Independent Directors Databank.
- Familiarization programme for Independent Directors
At the time of appointment, the Company conducts familiarization programmes for an
Independent Director through meetings with key officials of the Company. During these
meetings, presentations are made on the roles and responsibilities, duties and obligations
of the Director, Company's business, Company's strategy, financial reporting, governance
and compliances and other related matters. Details of Familiarization Programme for the
Independent Directors are provided separately in the Corporate Governance Report which
forms a part of this Directors' Report.
- Board evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
Board, Committees and individual directors pursuant to the provisions of the Act and the
Corporate Governance requirements as prescribed by SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the 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. In addition, the Chairman was also evaluated on the key aspects of
his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors.The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
- Audit Committee
Details pertaining to composition of the Audit Committee are included in the Report
on Corporate Governance. All the recommendations made by the Audit Committee were accepted
by the Board.
- Nomination and Remuneration Committee
Details pertaining to composition of the Nomination and Remuneration Committee are
included in the Report on Corporate Governance.
The Company's Nomination and Remuneration Policy was prepared in conformity with the
requirements of the provisions of Section 178(3) of the Act.
The Policy on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under Section 178(3) for payment of remuneration to Directors and policy
containing guiding principles for payment of remuneration to Senior Management, Key
Managerial Personnel and other employees including Non- executive Directors has been
uploaded on the website of the Company at https://moschip.com/wp- content/uploads/2017/07/Nominatio-remuneration-Policy.pdf.
Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees
The information required pursuant to Section 197 read with Rule 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as Annexure – C to this report.
Disclosures relating to remuneration and other details as required under Section 197
read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in Annexure –C to this report.
Further, the Annual Report excluding the aforesaid information is being sent to the
members of the Company. In terms of Section 136 of the Act, the said annexure is open for
inspection at the registered office of the Company and any member interested in obtaining
such information may write to the Company Secretary at suresh.cs@moschip.com.
- Stakeholders Relationship Committee
Details pertaining to composition of the Stakeholders Relationship Committee are
included in the Report on Corporate Governance.
- Risk Management Committee
Details pertaining to composition of the Risk Management Committee are included in
the Report on Corporate Governance.
- ESOP plans
Nomination and Remuneration Committee of the Board of Directors of the Company,
inter alia, administers and monitors the Employees' Stock Option Plans of the Company in
accordance with the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021.
During the year under report the company has seven schemes in operation as mentioned
below, for granting stock options to the employees and directors of the company and its
wholly owned subsidiary in accordance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.
- MosChip Stock Option Plan – 2005(MI)
- MosChip Stock Option Plan – 2005(WOS)
- MosChip Stock Option Plan – 2008
- MosChip Stock Option Plan – 2008(ALR)
- MosChip Stock Option Plan – 2008(Director)
- MosChip Stock Option Plan – 2018
- MosChip Stock Option Plan — 2022
Disclosures with respect to Stock Options, as required under Rule 12 (9) of Companies
(Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
are annexed herewith as Annexure- D to this report.
The Secretarial Auditor's certificate on the implementation of share-based schemes in
accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
will be made available at the AGM, electronically.
- Number of meetings of the Board
07 meetings of the Board were held during the year 2022-2023. Details of these meetings
as well as the meetings of its committees have been given in the Corporate Governance
Report, which forms part of the Directors' Report.
- Corporate Social Responsibility (CSR) Initiatives
Section 135 of the Companies Act, 2013 provides the threshold limit for
applicability of the CSR to a Company i.e., (a) Networth of the Company to be Rs.500 crore
or more; or (b) turnover of the company to be Rs.1,000 crore or more; or (c) net profit of
the company to be Rs.5 crore or more. As the net profit of the Company was more than 5
Crores for the financial year 2021-2022, the Company had an obligation to spend at least
2% average net profits of the Company made during the 3 immediately preceding financial
years in pursuance of the CSR policy during the year 2022-2023, however, the Company was
not required to spend any amount, due to the net losses incurred by it in the 3
immediately preceding financial years. The Annual Report on CSR containing particulars as
specified in Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is
included in Annexure – J.
- Internal Financial Controls and its adequacy
The Company has adequate internal control system consistent with the nature of
business and size of its operations, to effectively provide safety of its assets,
reliability of financial transactions with adequate checks and balances, adherence to
applicable statues, accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on a regular basis. The
Company has a comprehensive budgetary control system to monitor revenue and expenditure
against approved budget on an ongoing basis.
The Company has an external audit firm to perform internal audit function to monitor
and assess the adequacy and effectiveness of the Internal Controls and System across all
key processes. Deviations, if any, are reviewed quarterly and due compliance is ensured.
Summary of Significant Audit Observations along with recommendations and its
implementation is reviewed by the Audit Committee and reported to the Board.
- Vigil Mechanism / Whistle Blower Policy
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act,
2013 and Regulation 22 of the SEBI Listing Regulations, a Vigil Mechanism / Whistle Blower
Policy for directors and employees to report genuine concerns has been established. The
Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at
https://moschip.com/wp-content/uploads/2017/02/WhistleBlowerPolicy- 1.pdf.
- Deposits
The Company has not accepted any deposits from public and as such, covered under
Chapter V of the Act and no amount on account of principal or interest on deposits from
public was outstanding as on 31st March, 2023.
- Statutory Auditors and Auditors' Report
M/s. S. T. Mohite & Co., Chartered Accountants (Firm Registration No. 011410S)
were re-appointed as the Statutory Auditors of the Company to hold office from the
conclusion of the 23rd Annual General Meeting (AGM) held on August 26, 2022 till the
conclusion of the 28th AGM of the Company to be held in the year 2027.
The Notes on Financial Statements referred to in the Auditors Report are
self-explanatory and do not call for any further comments.
The Report of the Statutory Auditors for the year ended 31st March, 2023 forming part
of the Annual Report does not contain any qualification, reservation, observation, adverse
remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company in the year under review.
Further, in compliance with the RBI requirements the Company has obtained Statutory
Auditors Report in relation to downstream investments.
- Internal Audit
As per the provisions of Section 138 of the Act and the rules made there under, the
Board of Directors had appointed M/s Gokhale & Co, Chartered Accountants, Hyderabad
(FRN No: 000942S), as an Internal Auditor to conduct the internal audit of the Company for
the Financial Year 2022-2023.
Further, on the recommendation of audit committee, the Board of Directors of the
Company has approved the re- appointment of aforesaid audit firm as internal auditors for
the Financial Year 2023-2024.
- Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has
appointed M/s. B S S & Associates, Company Secretaries for conducting Secretarial
Audit of the Company for the financial year 2022-2023. The Secretarial Audit Report and
Secretarial Compliance Report are annexed herewith as Annexure – E. The
Secretarial Audit Report and Secretarial Compliance Report do not contain any
qualifications, reservation or adverse remark.
- Cost Records and Audit
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
- Conservation of energy, research and development, technology absorption, foreign
exchange earnings and outgo
Information required under Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology
absorption and foreign exchange earnings/ outgo is included in Annexure -F.
- Related Party Transactions
Related Party Transactions that were entered during the financial year were on an
arm's length basis and were in the ordinary course of business. All Related Party
Transactions are placed before the Audit Committee and before the Board for approval.
Prior omnibus approval of the Audit Committee was obtained for the transactions which are
of a foreseeable and repetitive nature. The particulars of contracts or arrangements with
related parties referred to in section 188(1) and applicable rules of the Companies Act,
2013 in Form AOC-2 is provided as Annexure - G to this Report.
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act, 2013, the
Rules thereunder and the SEBI Listing Regulations. This Policy was considered and approved
by the Board has been uploaded on the website of the Company at https:// moschip.com/wp-content/uploads/2017/02/PolicyOnRelatedPartyTransactions-1.pdf.
- Annual Return
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the
Annual Return of the Company is placed on the Website of the Company at https://moschip.com/annual-reports/.
- Particulars of Loans, Guarantees or Investments
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the SEBI Listing
Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and
Investments are provided as part of the financial statements.
- Directors' Responsibility Statement
Pursuant to Section 134(5) the Companies Act, 2013 and based upon representations from
the Management, the Board, to the best of its knowledge and belief, states that:
- In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
- The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;
- The Directors had 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;
- The Directors had prepared annual accounts on a going concern basis; and
- The Directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and operating effectively;
- The directors had devised proper systems to ensure compliance by the Company with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory,
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors, and the reviews
performed by 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 the financial year 2022-2023.
- Corporate Governance and Shareholders Information
The Company is committed to good Corporate Governance in line with the provisions
of SEBI Listing Regulations and provisions, rules and regulations of the Companies Act,
2013. The Company is in compliance with the provisions on Corporate Governance specified
in the SEBI Listing Regulations. A certificate of compliance from M/s. B S S &
Associates, Company Secretaries and the report on Corporate Governance forms part of this
Directors' Report as Annexure – H.
- Secretarial Standards
The Company complies with all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
- Risk Management Policy
In pursuant to the provisions of the Section 134 (3)(n) of the Companies Act 2013,
the Company has formulated Risk Management Policy to mitigate and manage the risk
including identification therein of elements of risk, if any, which in the opinion of the
Board may threaten the existence of the company.
- Company's Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women
at Workplace
Your Company is committed to provide work environment that ensures every employee
is treated with dignity and respect and afforded equitable treatment. The Company is also
committed to promoting a work environment that is conducive to the professional growth of
its employees and encourages equality of opportunity and will not tolerate any form of
sexual harassment and to take all necessary steps to ensure that its employees are not
subjected to any form of harassment.
Thus, in order to create a safe and conducive work environment the Company has in place
a policy for prevention of sexual harassment in accordance with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition, & Redressal) Act,
2013. Further, the Company has complied with provisions relating to constitution of
Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition, & Redressal) Act, 2013. The Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
trainees, temporary) are covered under this policy. The Company did not receive any
complaint during the period under review.
- Insider Trading
In compliance with the provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished
price sensitive information, the Company has adopted a code of conduct to Regulate,
Monitor and Report Trading by Insiders (‘Insider Trading Code') and code of Practices
and Procedures for Fair Disclosure of unpublished Price Sensitive Information (‘Code
of Fair Disclosure').
The Insider Trading Code is intended to prevent misuse of unpublished price sensitive
information by insiders and connected persons and ensure that the Directors and specified
persons of the Company and their dependents shall not derive any benefit or assist others
to derive any benefit from access to and possession of price sensitive information about
the Company, which is not in the public domain, that is to say, insider information.
The code of Fair Disclosure ensures that the affairs of the Company are managed in a
fair, transparent and ethical manner keeping in view the need and interest of all the
Stakeholders.
- The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year
During the year under review, Company has not made any application under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).
- The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons thereof
The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof is not applicable.
- Business Responsibility and Sustainability Report (BRSR)
In terms of the Regulation 34 of the SEBI Listing Regulations the BRSR is annexed
as Annexure - I to this Report.
- Disclosure of Accounting Treatment
The financial statements have been prepared and presented under the historical cost
basis except for certain financial instruments which are measured at fair value or
amortized cost and accrual basis of accounting, unless otherwise stated, and are in
accordance with Generally Accepted Accounting Principles in India (‘GAAP'), statutory
requirements prescribed under the Accounting Standards (‘AS') specified under Section
133 of the Companies Act, 2013 read together with the Companies (Accounting Standards)
Rules, 2021, in so far as they are applicable to the Company.
- Disclosures with respect to demat suspense account/ unclaimed suspense account
Not applicable.
- Disclosure of certain types of agreements binding the Company
During the year 2022-2023, the Company has not entered into any agreement which is
binding the Company.
Annexures forming part of this report
| Annexures |
Particulars |
| A |
Management Discussion & Analysis Report |
| B |
Form AOC – 1 (Report on Subsidiary companies) |
| C |
Remuneration related disclosures as per Section 197 read with rules made thereunder |
| D |
Statement on outstanding ESOP Plans |
| E |
Secretarial Audit Report & Secretarial Compliance Report |
| F |
Particulars on conservation of energy, absorption of technology and foreign exchange earnings
and outgo |
| G |
Form AOC – 2 (Related Party disclosures) |
| H |
Report on Corporate Governance |
| I |
Business Responsibility and Sustainability Report |
| J |
Annual Report on CSR |
Acknowledgment
Your Directors' wish to express their grateful appreciation for the valuable support
and co-operation received from bankers, business associates, lenders, financial
institutions, shareholders, various departments of the Government of India, as well as the
State Governments and all our other stakeholders.
The Directors' acknowledge and would like to place on record the commitment and
dedication on the part of the employees of your Company for their continued efforts in
achieving good results.
For and on behalf of the Board of Directors
K. Pradeep Chandra Director and Chairman
DIN: 05345536
Place: Hyderabad Date: 21st August, 2023