Xelpmoc Design and Tech Ltd
Directors Reports
<dhhead>Directors’ Report</dhhead>
Dear Members,
Your Directors have pleasure in presenting their 7 Annual Report on the
business and operations of the Company, together with the Audited Financial Statements for
the financial year ended
31 March, 2022 (the "Report").
1. FINANCIAL PERFORMANCE
The summarised financial results of the Company for the financial year
ended 31 March, 2022 are presented below:
| Particulars |
Standalone |
Consolidated |
|
2021-2022 |
2020-2021 |
2021-2022 |
2020-2021 |
| Revenue from Operations |
80,548.23 |
1,40,489.02 |
80,548.23 |
1,40,489.02 |
| Other Income |
12,067.66 |
11,386.35 |
12,676.06 |
11,386.35 |
| Total Revenue |
92,615.89 |
1,51,875.37 |
93,224.29 |
1,51,875.37 |
| Profit/(Loss) before Interest & depreciation |
(1,34,034.46) |
46,463.94 |
(1,33,697.42) |
46,790.74 |
| Less: Interest |
0.00 |
(470.57) |
0.00 |
(470.57) |
| Less: Depreciation |
(893.15) |
(5,000.56) |
(893.15) |
(5,000.56) |
| Profit/(Loss) Before Tax |
(1,34,927.61) |
40,992.81 |
(1,34,590.57) |
41,319.61 |
| Add/Less: Current Tax |
0.00 |
0.00 |
45.02 |
0.00 |
| (Add)/Less: Deferred Tax |
(6,347.13) |
532.16 |
(6,292.37) |
532.16 |
| Profit/(Loss) After Tax |
(1,28,580.48) |
40,460.65 |
(1,28,343.22) |
40,787.45 |
| Other Comprehensive Income |
1,07,272.30 |
92,038.40 |
1,07,272.30 |
92,038.40 |
| Total Comprehensive Income |
(21,308.18) |
1,32,499.05 |
(21,070.93) |
1,32,825.85 |
Note: The above figures are extracted from the standalone and
consolidated financial statements prepared in compliance with Indian Accounting Standards
(IND AS). The Financial Statements of the Company complied with all aspects with Indian
Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (the
Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from
time to time and other relevant provisions of the Act.
2. STATE OF COMPANY’S AFFAIRS, BUSINESS OVERVIEW AND FUTURE
OUTLOOK
On Standalone basis, the Revenue from operations has decreased by about
42.67% on annual basis to 80,548.23 thousand in the financial year ended 31 March, 2022 as
compared to 1,40,489.02 thousand in the financial year ended 31 March, 2021.
On Standalone basis, the Company’s Operating Earnings/(Loss)
Before Interest, Depreciation and Taxes (EBITDA) margin stands at (1,45,650.35) thousand
for the financial year ended 31 March, 2022 as compared to 35,254.20 thousand in the
preceding financial year. The loss before tax of the current financial year on standalone
basis stands at (1,34,927.61) thousand as compared to profit before tax 40,992.81 thousand
for the preceding financial year.
The net loss of the current financial year on standalone basis stands
at (1,28,580.48) thousand as compared to net Profit 40,460.65 thousand for the preceding
financial year.
During the year, there were no changes in the nature of business of the
Company, the detailed discussion on Company’s overview and future outlook has been
given in the section on ‘Management Discussion and Analysis’ (MDA).
3. UTILIZATION OF IPO PROCEEDS AND PREFERENTIAL ALLOTMENT
IPO PROCEEDS
During the year ended 31 March, 2019, the Company completed an Initial
Public Offering (IPO) of its shares consisting of a fresh offer of equity shares of 10
each at a premium of 56 per share and a discount of 3 per share to retail investors. The
proceeds of the fresh offer component from the IPO amounted to 2,01,467.18 ( in 1000s)
(net of issue expenses). The equity shares of the Company were listed on NSE and BSE
effective 4th February, 2019.
The Company has obtained approval of 100% present and voting
shareholders for variation of the objects of the IPO (Initial Public offerings) in the
Annual General Meeting of the company held on 30 September, 2020. The details of the
utilisation of the unutilised amount of IPO proceeds during the years ended 31 March, 2022
is as follows -
| Objects of the Issue upon variation |
Amount available for
utilisation upon variation |
Utilised after variation
of objects i.e. from 14 October, 2020 till year ended 314 March, 2021 |
Utilisation during the
year ending 314 March, 2022 |
Unutilised amount as on
314 March, 2022 |
| Purchase of IT hardware and network equipments
for development centers in Kolkata and Bangalore |
8,613.40 |
- |
- |
8,613.40 |
| Funding working capital requirements of the Company. |
1,03,465.68 |
5,000.00 |
51,175.46 |
47,290.22 |
| General corporate purposes(including savings in offer related
expenses) |
10,202.56 |
1,000.00 |
- |
9,202.56 |
| Total |
1,22,281.64 |
6,000.00 |
51,175.46 |
65,106.18 |
The details of the utilisation of the IPO proceeds as on 31 March, 2022
is as follows –
| Objects of the Issue for which IPO proceeds utilized |
Utilization upto |
|
314 March, 2022 |
| Purchase of IT hardware and network equipment’s for
development centers |
1,261.791 |
| in Kolkata and Hyderabad |
|
| Purchase of fit outs for new development centers and
Hyderabad* |
719.792 |
| Funding working capital requirements of the Company. |
97,852.493 |
| General corporate purposes(including savings in offer related
expenses) |
36,526.934 |
| Total |
1,36,361.00 |
* The above stated object was the original object of the issue
and after variation in the objects of issue the aforesaid object has been cancelled.
1 Utilised before variation of the Objects of the Issue
for original object i.e. for purchase of IT hardware and network equipments for
development centers in Kolkata and Hyderabad.
2 Utilised before variation of the Objects of the Issue for
original object i.e. for purchase of fit outs for new development centers in Kolkata and
Hyderabad.
3 41,677.03 utilised before variation of the Objects of
the Issue and 56,175.46 utilized after variation of the Objects of the Issue.
4 35,526.93 utilised before variation of the Objects of
the Issue and 1,000 utilized after variation of the Objects of the Issue.
IPO proceeds net of IPO related expenses which remain unutilised as at
31 March, 2022 temporarily invested in debt mutual funds 82,621.85* ( in 1000s) and
balance with banks
8,241.64 ( In 1000s).
*Value stated represents investments which are marked to market as at
314 March, 2022.
PREFERENTIAL ALLOTMENT
During the financial year 2021-22, the Company has issued and allotted
on preferential basis 7,20,000 Equity shares of 10/- each fully paid-up, representing
4.99% of the post preferential Equity share capital, at a price of 375/- per Equity share
(including securities premium), aggregating 2,70,000.00 thousands to Foreign Portfolio
Investors – Category I (QIBs). The funds raised through said Preferential allotment
have been temporarily invested in short term fixed deposits, debt mutual funds and
balances with banks as on 31 March, 2022, pending utilisation.
4. DIVIDEND
Considering the loss incurred in the financial year 2021-22 and
accumulated losses, your Directors have not recommended any dividend for the financial
year under review.
As per Regulation 43A of the SEBI (Listing Obligation and Disclosures
Requirements) Regulations, 2015 (the Listing Regulations), the top 1000 listed Companies
shall formulate a Dividend Distribution Policy. The Company does not come under the
category of top 1000 listed Companies based on the market capitalization, however for Good
Corporate Governance practice, the Company has formulated its
Dividend Distribution Policy, which is available on the website of the
Company and may be viewed at https://www.xelpmoc.in/documents/
Dividend%20Distribution%20policy.pdf
5. TRANSFER TO RESERVES
In view of the losses, no transfer is proposed to the general reserve.
For complete details on movement in Reserves and Surplus during the financial year ended
31 March, 2022, please refer to the statement of changes in equity table of the standalone
financial statement of the Company.
6. DEPOSITS
During the year, your Company has not accepted any deposits within the
meaning of sections 73 and 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, hence there are no details to disclose as required
under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.
7. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has following two subsidiaries as on 31 March, 2022.
Further, the Company does not have any joint venture or associate company as on 31 March,
2022.
SIGNAL ANALYTICS PRIVATE LIMITED SUBSIDIARY OF THE COMPANY
During the year under review, Signal Analytics Private Limited (SAPL),
Wholly Owned Subsidiary of the Company had issued and allotted 87,498 0.01% Pre Series A
Cumulative Compulsorily Convertible Preference Shares of 1 each at premium of 599/- per
share to new investors by way of preferential allotment on 30 October, 2021, thereby
shareholding of our company has been diluted from 100% to 91.95% on fully diluted basis
and accordingly status of SAPL has changed from Wholly Owned Subsidiary to Subsidiary of
the Company.
Further, Signal Analytics Private Limited has not yet started its
operations.
XELPMOC DESIGN AND TECH UK LTD WHOLLY OWNED SUBSIDIARY OF THE COMPANY
Xelpmoc Design and Tech UK Ltd has been incorporated as a Wholly-owned
Subsidiary of the Company w.e.f. 22n November, 2021 and which has not yet started its
operations.
Madworks Ventures Private Limited ceased as a Associate Company w.e.f
23 September, 2021, as the Company has sold its entirely stake i.e. 15,204 equity shares
and 57,018 Convertible Prference shares in said Associate Company . Further, the Company
does not have any joint venture or associate company.
During the year under review, the Company does not have any material
subsidiary.
Pursuant to requirements of Regulation 16(1) (c) of the Listing
Regulations, the Company has formulated "Policy on determining Material
Subsidiaries" which is posted on website of the Company and may be viewed at https://
www.xelpmoc.in/documents/Policy%20for%20 determining%20Material%20Subsidiary.pdf
8. CONSOLIDATED FINANCIAL STATEMENT
The statement containing salient features of the financial statements
of the Subsidiary Companies in the prescribed format i.e. Form AOC-1 is appended as
‘Annexure-1’ to the Board’s Report. The statement also provides the
details of performance and financial position of Subsidiary Companies. However looking at
the performance of the Subsidiaries, they do not contribute significant in the growth and
performance of the Company.
The consolidated financial statement represents those of the Company
and its Subsidiaries viz. Signal Analytics Private Limited and Xelpmoc Design and Tech UK
Ltd. The Company has consolidated its statement in accordance with the IND AS 110 –
‘Consolidated Financial Statements’ pursuant to Section 133 of the Companies
Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.
The Audited Financial Statements for the year eneded 31 March, 2022 of
Signal Analytics Private Limited and Unaudited Financial Statement of Xelpmoc Design and
Tech UK Ltd., UK Wholly-owned Subsidiary Comapny are available on website of the Company
and may be viewed at https://www.xelpmoc.in/regulationsub. Xelpmoc Design and Tech UK Ltd
has not yet started its operations, hence, audit of the financials is not mandatory as per
the laws of UK. Therefore, the Financial Statements of Xelpmoc Design and Tech UK Ltd is
unaudited.
9. SHARE CAPITAL
• During the year under review, the
Authorised Share Capital of the Company is increased from
15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty
Lakhs) Equity Shares of 10/- (Rupees Ten Only) each to
25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 2,50,00,000
(Two Crore Fifty Lakhs) Equity Shares of
10/- (Rupees Ten Only) each, vide Ordinary Resolution passed in the
Extra-Ordinary General Meeting of the Members of the Company held on 11 August, 2021.
• During the year under review, the Company has issued and
allotted on preferential basis 7,20,000 Equity shares of 10/- each fully paid-up,
representing 4.99% of the post preferential Equity share capital, at a price of 375 per
Equity share (including securities premium), aggregating
7,20,00,000/- to Foreign Portfolio Investor - Category I and 53,115
Equity shares upon conversion of Stock Options granted under the Company’s ESOP
scheme, 2019. Consequent to these allotments the paid-up Equity share capital of the
Company stands increased to 1,44,78,413 Equity shares of
10/- each i.e. 14,47,84,130/-.
• The Company has not issued any equity shares with differential
rights as to dividend, voting or otherwise, during the year under review.
• The Company has not issued any sweat equity shares to its
Directors or employees, during the period under review.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board as on 31 March, 2022 comprised of 8 (Eight) Directors out of
which 3 (Three) are Independent Directors, 2 (Two) are Non-Executive & Non-Independent
Directors and 3 (Three) are Executive Directors including one Managing Director.
Mr. Sandipan Chattopadhyay (DIN 00794717), Managing Director & CEO,
Mr. Srinivas Koora (DIN 07227584), Whole-time Director & CFO, Mr. Jaison Jose (DIN
07719333), Whole-time Director and Mrs. Vaishali Kondbhar, Whole-time Company Secretary
are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and
rules made there under.
None of the Directors of the Company have been debarred or disqualified
from being appointed or continuing as Director of company by the Securities and Exchange
Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory
Authority.
A. APPOINTMENTS AND RESIGNATIONS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL
• Based on the recommendation of Nomination and Remuneration
Committee and Board of Directors, Mr. Sandipan Chattopadhyay (DIN: 00794717) was
re-appointed as a Managing Director and Chief Executive Officer of the Company at the
ExtraOrdinary General Meeting of the members of the Company held on 11 August, 2021, for a
period of 3 (Three) years with effect from 2n July, 2021 to 1 July, 2024.
• Based on the recommendation of Nomination and Remuneration
Committee and Board of Directors, Mr. Srinivas Koora (DIN: 07227584) was reappointed as a
Whole-time Director and Chief Financial Officer of the Company at the Extra-Ordinary
General Meeting of the members of the Company held on 11 August, 2021, for a period of 3
(Three) years with effect from 2n July, 2021 to 1 July, 2024.
• Based on the recommendation of Nomination and Remuneration
Committee and Board of Directors, Mr. Jaison Jose (DIN: 07719333) was re-appointed as a
Whole-time Director of the Company at the Extra-Ordinary General Meeting of the members of
the Company held on 11 August, 2021, for a period of 3 (Three) years with effect from 2n
July, 2021 to 1 July, 2024.
• Mr. Pranjal Sharma (DIN 06788125), appointed as a Director
liable to retire by rotation at the 6 Annual General Meeting of the members of the Company
held on 30 September, 2021.
Further, Mr. Soumyadri Bose (DIN 02795223), Non-Executive and
Non-Independent Director, resigned from the position of Directorship of the Company w.e.f.
23 May, 2022.
B. DIRECTOR LIABLE TO RETIRE BY ROTATION
In terms of Section 152 of the Companies Act, 2013, Mr. Jaison Jose
(DIN:- 07719333), Non-Executing and Non-Independent Director being Director liable to
retire by rotation shall retire at the ensuing Annual General Meeting and being eligible
for re-appointment, offers himself for reappointment. The information as required to be
disclosed under Regulation 36 of the Listing Regulations will be provided in the notice of
ensuing Annual General Meeting.
C. INDEPENDENT DIRECTORS
The Company has received declarations / confirmations from each
Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8)
of the Listing Regulations confirming that they meet the criteria of independence as laid
down in the Companies Act, 2013 and the Listing Regulations.
The Company has also received requisite declarations from Independent
Directors of the Company as prescribed under Rule 6(3) of Companies (Appointment and
Qualification of Directors) Rules, 2014.
All Independent Directors have afirmed compliance to the Code of
Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.
In the opinion of the Board, Independent Directors of the Company
possess requisite qualifications, experience and expertise and hold highest standards of
integrity. Further in terms of the Rule 6(1) of Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended all the Independent Directors of the Company have
registered their names in the online databank of Independent Directors maintained by
Indian Institute of Corporate Affairs and, wherever required, also completed the online
proficiency test, conducted by Indian Institute of Corporate Affairs.
The Independent Directors are provided with all necessary
documents/reports and internal policies to enable them to familiarise with the Companies
procedures and practices. The programs undertaken for familiarizing Independent Directors
with the functions and procedures of the Company are disclosed in the Corporate Governance
Report.
11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
5 (five) Meetings of the Board of Directors were held during the year.
The particulars of the meetings held and attended by each Director are detailed in the
Corporate Governance Report, which forms part of this Report.
12. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the Companies
Act, 2013, the Directors hereby confirm and state that:
(a) in the preparation of the annual accounts for the financial year
ended 31 March, 2022, the applicable accounting standards have been followed and that no
material departures have been made from the same;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at 31 March, 2022
and of the losses of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) the Directors have prepared the annual accounts on a going concern
basis;
(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
13. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee (‘NRC’) works with
the Board to determine the appropriate characteristics, skills and experience for the
Board as a whole as well as for its individual members with the objective of having a
Board with diverse backgrounds and experience in business, government, education and
public service. Characteristics expected of all Directors include independence, integrity,
high personal and professional ethics, sound business judgement, ability to participate
constructively in deliberations and willingness to exercise authority in a collective
manner. The Company has in place a Policy on appointment & removal of Directors
(‘Policy’).
The salient features of the Policy are:
• It acts as a guideline for matters relating to appointment and
re-appointment of Directors.
• It contains guidelines for determining qualifications, positive
attributes for Directors and independence of a Director.
• It lays down the criteria for Board Membership
• It sets out the approach of the Company on board diversity
• It lays down the criteria for determining independence of a
Director, in case of appointment of an Independent Director.
The Nomination and Remuneration Policy is posted on website of the
Company and may be viewed at https://www.xelpmoc.in/documents/
Nomination%20and%20Remuneration%20 Policy-updated.pdf
14. PERFORMANCE EVALUATION OF THE BOARD
The Board evaluation framework has been designed in compliance with the
requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance
with the Guidance Note on Board Evaluation issued by SEBI on 5th January, 2017.
The Board evaluation was conducted through questionnaire designed with qualitative
parameters and feedback based on ratings.
The Nomination and Remuneration Committee of the Company has laid down
the criteria for performance evaluation of the Board, its Committees and individual
directors including Independent Directors covering various aspects of the Board’s
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
of the Listing Regulations, based on the predetermined templates designed as a tool to
facilitate evaluation process, the Board has carried out the annual performance evaluation
of its own performance, the Individual Directors including Independent Directors and its
Committees on parameters such as level of engagement and contribution, independence of
judgment, safeguarding the interest of the Company and its minority shareholders etc.
COMMITTEES OF THE BOARD
The Company has several committees, which have been established as part
of best corporate governance practices and comply with the requirements of the relevant
provisions of applicable laws and statutes:
The Committees and their composition as on 31 March, 2022 are as
follows:
Audit Committee
| 1. Mr. Tushar Trivedi |
Chairman |
| 2. Mr. Srinivas Koora |
Member |
| 3. Mr. Premal Mehta |
Member |
| 4. Mrs. Karishma Bhalla |
Member |
Nomination and Remuneration Committee
| 1. Mr. Premal Mehta |
Chairman |
| 2. Mr. Tushar Trivedi |
Member |
| 3. Mr. Soumyadri Bose |
Member (Ceased w.e.f 23 May, 2022) |
| 4. Mr. Pranjal Sharma |
Member (Appointed w.e.f 29 May, 2022) |
Stakeholders Relationship Committee
| 1. Mr. Tushar Trivedi |
Chairman |
| 2. Mr. Srinivas Koora |
Member |
| 3. Mr. Jaison Jose |
Member |
Management Committee
1. Mr. Srinivas Koora Chairman 2. Mr. Sandipan Chattopadhyay Member 3.
Mr. Jaison Jose Member
The details with respect to the powers, roles and terms of reference
etc. of the relevant committees of the Board are given in detail in the Corporate
Governance Report of the Company, which forms part of this Report.
Further, during the year, there are no such cases where the
recommendation of any Committee of Board, have not been accepted by the Board, which is
required to be accepted as per the law
15. CORPORATE SOCIAL RESPONSIBILITY CSR
Your company does not fall in the ambit of limit as specified in
Section 135 of the Companies Act, 2013 read with Rule framed there under in respect of
Corporate Social Responsibility. However, the directors of the Company, in their personnel
capacity, are engaged in philanthropy activities and participating for cause of upliftment
of the society.
16. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review
as stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a
separate section and forming part of this Report.
17. CORPORATE GOVERNANCE
The corporate governance is an ethical business process to create and
enhance value and reputation of an organization. Accordingly, your Directors function as
trustee of the shareholders and seek to ensure that the long term economic value for its
Shareholders is achieved while balancing interest of all the Stakeholders.
The Report on Corporate Governance as stipulated under Regulation 34(3)
of the Listing Regulations is presented in a separate section and forms part of this
Report. The report on Corporate Governance also contains certain disclosures required
under the Companies Act, 2013.
A certificate from Mr. Manish Gupta, Practising Company Secretary,
partner of VKMG & Associates LLP, Company Secretaries, conforming compliance to the
conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing
Regulation, is annexed to Corporate Governance Report.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has in place Whistle Blower Policy ("the
Policy"), to provide a formal mechanism to its directors and employees for
communicating instances of breach of any statute, actual or suspected fraud on the
accounting policies and procedures adopted for any area or item, acts resulting in
financial loss or loss of reputation, leakage of information in the nature of Unpublished
Price Sensitive Information (UPSI), misuse of office, suspected/actual fraud and criminal
offences. The Policy provides for a mechanism to report such concerns to the Chairman of
the Audit Committee through specified channels. The frame work of the Policy strives to
foster responsible and secure whistle blowing. In terms of the Policy of the Company, no
employee including directors of the Company has been denied access to the chairman of
Audit Committee of the Board. During the year under review, no concern from any whistle
blower has been received by the Company. The whistle blower policy is available at the
link https://www.xelpmoc.in/documents/Whistle%20 Blower%20Policy.pdf
19. STATEMENT ON RISK MANAGEMENT POLICY
Risk assessment and management are critical to ensure long-term
sustainability of the business. The Company, has in place, a strong risk management
framework with regular appraisal by the top management. The Board of Directors reviews the
Company’s business risks and formulates strategies to mitigate those risks. The
Senior Management team, led by the Managing Director, is responsible to proactively manage
risks with appropriate mitigation measures and implementation thereof.
Enlisted below are the key risks identified by the management and the
related mitigation measures.
MARKET RISK
Volatility in the local and global economy, political uncertainty, and
changes in government regulations could all have an impact on the technology business. A
downturn in the industry could have a negative influence on the Company’s operations.
The Company intends to extend its footprint and client base across numerous geographies
and industries in order to mitigate market-specific risks.
COMPETITION RISK
The company competes in a highly competitive industry with a rapidly
growing number of players. Companies must adopt new technologies and build enriching
applications for clients to stay ahead of the competition. The Company’s activities
are characterised by strong subject expertise, innovative technology capabilities, and
compelling customer-focused solutions, allowing it to outlive the competition.
TECHNOLOGY RISK
Organizations will be driven to embrace futuristic technology to
promote efficiencies as a result of rapid technical advancements, altering business
models, and newer software and product launches.The ability of a technology service
organisation to provide significant solutions for its customers will determine its
success. To mitigate this risk, the Company is working to improve its services and
offerings in response to changing industry demands.
TALENT RISK
The technology industry may face a significant workforce shortfall.
Human capital is the Company’s most valuable asset at Xelpmoc. Recognizing its
critical role in achieving success, the Company aims to create a pleasant and inclusive
atmosphere while also providing benefits to its employees. It fosters an environment of
creativity and entrepreneurship within the company and provides training and development
opportunities for employees.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to provision of Section 186 of the Companies Act, 2013, during
the year under review, the Company has not given any loan to any person or body corporate
or not given any guarantees or provided security in connection with a loan to any other
body corporate or person. However, the Company has made investment in the securities of
bodies corporate and mutual funds, the details of the investments made including the
investments as prescribed under Section 186(2) of the Companies Act, 2013 are provided in
notes no. 8 to 10 and note no. 13 of the Standalone Financial Statement of the Company.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contract or arrangements or transactions entered
into by the Company with related parties, which falls under the provisions of sub-section
(1) of section 188 of the Companies Act, 2013, though that transactions are on arms length
basis, forms part of this report in Form No. AOC-2 is annexed as an Annexure-2 to
this report.
During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material
in accordance with provision of listing regulations and the policy of the Company on
materiality of related party transactions.
The statement showing the disclosure of transactions with related
partiesin compliance with applicable provision of IND AS, the details of the same are
provided in note no. 34 of the Standalone Financial Statement. All related party
transactions were placed before the Audit Committee and the Board for approval.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board is available at the link:
https://www.xelpmoc.in/ documents/Policy%20on%20Materiality%20
of%20Related%20Party%20Transactions%20 and%20Dealing%20with%20Related%20
Party%20Transactions.pdf
22. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place adequate standards, processes and structures
to implement internal financial controls with reference to financial statements. During
the year, such controls were tested and no reportable material weakness in the design or
operation was observed. In addition to above, the Company has in place Internal Audit
carried out by independent audit firm to continuously monitor adequacy and effectiveness
of the internal control system in the Company and status of its compliances.
23. LISTING REGULATIONS, 2015
The Equity Shares of the Company are listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE). The Company has paid its Annual Listing
Fees to the stock exchanges for the Financial Year 2022-2023.
The Company has formulated following Policies as required under the
Listing Regulations, the details of which are as under:
1. "Documents Preservation & Archival Policy" as per
Regulation 9 and Regulation 30 which may be viewed at https://www.
xelpmoc.in/documents/Documents%20 Preservation%20&%20Arcihval%20Policy. pdf
2. "Policy for determining Materiality of events/information"
as per Regulation 30 which may be viewed at https://www.
xelpmoc.in/documents/Policy%20for%20 Determining%20Materiality%20of%20
Information%20or%20Events.pdf
24. AUDITORS
A STATUTORY AUDITOR
M/s. JHS & Associates LLP, Chartered Accountants, has been
appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion
of 3 Annual General Meeting till the conclusion of the 8 Annual General Meeting of the
Company. Your Company has received necessary confirmation from them stating that they
satisfy the criteria provided under Section 141 of the Companies Act, 2013.
The report of the Statutory Auditor forms part of the Annual Report.
The said report does not contain any qualification, reservation, adverse remark or
disclaimer.
B SECRETARIAL AUDITOR
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed Mr. Manish Rajnarayan Gupta, partner of VKMG & Associates
LLP, Practicing Company Secretaries, as the Secretarial Auditors of the Company to
undertake Secretarial Audit for the financial year ended 31 March, 2022. The Secretarial
Audit Report for the financial year ended 31 March, 2022 is annexed herewith and marked as
‘Annexure-3’ to this Report. The Secretarial Auditor has also issued
Annual Secretarial Compliance Report for the year ended
31 March, 2022 as required under regulation 24A of Listing Regulations.
Further, the Secretarial Audit Report and Annual Secretarial Compliance Report does not
contain any qualification, reservation or adverse remark or disclaimer.
C INTERNAL AUDITOR
Pursuant to provisions of Section 138 of the Companies Act, 2013 read
with Rule 13 of Companies (Accounts) Rules, 2014, the Company had appointed M/s. Venu
& Vinay, Chartered Accountants to undertake Internal Audit for financial year
ended 31 March, 2022.
25. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors of the Company have not
reported to the Audit Committee, under section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its Officers or Employees, the details
of which would need to be mentioned in the Board’s Report.
26. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments, affecting the financial
position of the Company, which has occurred between the end of the financial year of the
Company, i.e. 31 March, 2022 till the date of this Directors’ Report.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
There were no other significant and material orders passed by the
regulators/ courts/ tribunals, which may impact the going concern status and the
Company’s operations in future.
28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
(a) The ratio of the remuneration of each Director to the median
employee’s remuneration and other details in terms of sub-section 12 of Section 197
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ‘Annexure-4’.
(b) In terms of the provisions of Section 197(12) of the Act read with
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) of the Act, the Annual Report excluding
the aforesaid information is being sent to the Members of the Company. Any member
interested in obtaining such information may address their email to
vaishali.kondbhar@xelpmoc.in.
29. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any unpaid/ unclaimed amount which is
required to be transferred, under the provisions of Companies Act, 2013 into the Investor
Education and Protection Fund (IEPF) of the Government of India.
30. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The disclosures to be made under Section 134 (3) (m) of the Companies
Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are
as under:
A CONSERVATION OF ENERGY
(i) The steps taken or impact on conservation of energy:
Though business operation of the Company is not energy-intensive, the
Company, being a responsible corporate citizen, makes conscious efforts to reduce its
energy consumption. Some of the measures undertaken by the Company on a continuous basis,
including during the year, are listed below: a) Use of LED Lights at office spaces. b)
Rationalization of usage of electricity and electrical equipment air condition in system,
office illumination, beverage dispensers, desktops. c) Regular monitoring of temperature
inside the buildings and controlling the air-conditioning system. d) Planned Preventive
Maintenance schedule put in place for electromechanical equipment. e) Usage of energy
efficient illumination fixtures.
(ii) Steps taken by the Company for utilizing alternate source of
energy.
The business operation of the Company are not energy-intensive, hence
apart from steps mentioned above to conserve energy, the management would also explore
feasible alternate sources of energy.
(iii) The capital investment on energy conservation equipment:
There is no capital investment on energy conservation equipment during
the year under review.
B TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption:
The Company itself operates into the dynamic information technology
space. The Company has a sizeable team of Information technology experts to evaluate
technology developments on a continuous basis and keep the organisation updated.
(ii) The benefits derived:
The Company has been benefited immensely by usage of Indigenous
Technology for business operation of the Company.
(iii) The Company has not imported any technology during last three
years from the beginning of the financial year.
(iv) The Company has not incurred any expenditure on Research and
Development during the year under review.
C FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings and outgo, during the year, is as under:
Foreign Exchange Earnings
| Sr. No. Particulars |
2021-22 |
2020-21 |
| 1. Revenue from software development |
39,747.45 |
77,283.92 |
| Total |
39,747.45 |
77,283.92 |
Foreign Exchange Outgo
| Sr. No. Particulars |
2021-22 |
2020-21 |
| 1. Travel Expenses |
158.48 |
- |
| 2. Software Expenses |
464.96 |
474.19 |
| 3. Other Expenses |
185.87 |
173.74 |
| Total |
809.31 |
647.93 |
31. ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the copy of Annual Return of the Company as on 31 March, 2022
(excluding the details pertaining to the AGM of the Company for the Financial Year
2021-2022 i.e. date of AGM and Attendance of Directors at the AGM as same are not
available as on the date of this report) is availbale on the Company’s website and
can be accessed at https://www.xelpmoc.in/documents/ Annual%20Return%20-%20FY%202021-22.
pdf By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Company is not required to
provide extract of Annual Return (Form MGT-9) as part of the Board’s report.
32. SECRETARIAL STANDARD OF ICSI
The Company has complied with the Secretarial Standards on Meeting of
the Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of
Company Secretaries of India (ICSI).
33. MAINTENANCE OF COST RECORDS
Maintenance of cost records as prescribed by the Central Government
under sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to the
Company.
34. PREVENTION OF SEXUAL HARASSMENT
Your Company is fully committed to uphold and maintain the dignity of
women working in the Company and has zero tolerance towards any actions which may fall
under the ambit of sexual harassment at workplace. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Further, during the year Internal Complaints Committee of the Company has not received any
case related to sexual harassment.
The policy framed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules framed
thereunder may be viewed at https://www.xelpmoc.in/documents/
Policy%20against%20Sexual%20Harassment. pdf
35. EMPLOYEES’ STOCK OPTION SCHEME
The Employees’ Stock Option Schemes enable the Company to hire and
retain the best talent for its senior management and key positions. The Nomination and
Remuneration Committee of the Board of Directors of the Company, inter alia, administers
and monitors the Employees’ Stock Option Scheme in accordance with the applicable
SEBI Regulations.
The applicable disclosures as stipulated under the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 as on
31 March, 2022 (cumulative position) with regard to the Xelpmoc
Employee Stock Option Scheme 2019 and Xelpmoc Employee Stock Option Scheme 2020 are
disclosed on the Company’s website which may be viewed at
https://www.xelpmoc.in/documents/ESOS%20
-%20Disclosure-under-SEBI-(Share-Based-Employee-Benefits%20and%20Sweat%20
Equity)-Regulations%20-%202021.pdf
All the schemes i.e. Xelpmoc Employee Stock Option Scheme 2019 and
Xelpmoc Employee Stock Option Scheme 2020, are in compliance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021. There were no material changes in
aforesaid schemes, during the year under review.
A certificate from the secretarial auditors of the Company stating that
the Schemes have been implemented in accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed
by the members shall be placed at the ensuing Annual General Meeting for inspection by
members.
36. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these matters during the
year under review:
• Neither the Managing Director nor the Whole-time Directors of
the Company receive any remuneration or commission from any of its subsidiaries.
• Issue of debentures/bonds/warrants/any other convertible
securities.
• Scheme of provision of money for the purchase of its own shares
by employees or by trustees for the benefit of employees.
• Instance of one-time settlement with any Bank or Financial
Institution.
• Application or proceedings under the Insolvency and Bankruptcy
Code, 2016
37. ACKNOWLEDGEMENTS
Your Directors take the opportunity to express our deep sense of
gratitude to all users, vendors, government and non-governmental agencies and bankers for
their continued support in Company’s growth and look forward to their continued
support in the future.
Your Directors would also like to express their gratitude to the
shareholders for reposing unstinted trust and confidence in the management of the Company.
| Registered Office: |
| Xelpmoc Design and Tech Limited |
| CIN: L72200KA2015PLC082873 |
| #17, 4 Floor, Agies Building, |
| 1 ‘A’ Cross, 5 Block, |
| Koramangala, |
| Bengaluru – 560034 |
| website: www.xelpmoc.in |
| E-mail ID: vaishali.kondbhar@xelpmoc.in |
| For and on behalf of the Board of Directors of |
| Xelpmoc Design and Tech Limited |
| Sandipan Chattopadhyay |
Srinivas Koora |
| Managing Director & CEO |
Whole-time Director & CFO |
| (DIN: 00794717) |
(DIN: 07227584) |
| Place: Hyderabad |
Place: Hyderabad |
| Date: 29 May, 2022 |
Date: 29 May, 2022 |