Dear Members,
Your directors have pleasure in presenting the 27th Annual
Report on the business and operations of your Company together with the Standalone and
Consolidated Audited Financial Statement and the Auditors' Report of your Company for
the Financial year ended 31st March, 2023.
- FINANCIAL SUMMARY AND HIGHLIGHTS:
The Company's financial performance for the year under review
is given hereunder: (? in Lakhs)
Particulars
|
Standalone
|
Consolidated
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations (Net) |
6534.09 |
5745.67 |
6540.48 |
5745.67 |
Other Income |
170.68 |
197.20 |
142.97 |
186.42 |
Total Revenue |
6704.77 |
5942.87 |
6683.45 |
5932.09 |
Depreciation and Amortization |
1045.58 |
764.24 |
1046.20 |
764.35 |
Total Expenses (including Depreciation and
Amortization) |
5843.92 |
5169.26 |
6040.90 |
5271.03 |
Profit/ (Loss) Before Tax |
860.85 |
773.61 |
642.55 |
661.06 |
Tax Expenses: |
|
|
|
|
1. Current Tax |
269.72 |
193.77 |
269.72 |
193.77 |
2. Deferred Tax |
(11.80) |
2.27 |
(11.80) |
2.27 |
Net Profit/ (Loss) After Tax |
579.82 |
577.57 |
361.52 |
465.02 |
Earnings per share Basic Diluted |
5.53
5.48 |
5.89
5.89 |
3.81
3.78 |
4.89
4.88 |
During the year under review, the Company has achieved a gross turnover
of ? 6,704.77 lakhs in comparison to previous year's turnover which was ? 5,942.87
lakhs . It represented an increase of 12.82 % over the previous year. The Profit after tax
stood at ? 579.82 lakhs as against ?577.57 lakhs in previous year. Key aspects of
financial performance of your Company for the Current Financial year 2022-23 along with
the Previous Financial year 2021-22 are tabulated in the Financial Results above.
- KEY DEVELOPMENTS OF THE COMPANY:
- The Company has incorporated a Wholly Owned Subsidiary Company named "SoftTech
Digital Pte. Ltd." in Singapore
on 3rd October, 2022 with the object of International Market
Penetration of SoftTech's products established in India.
- The Company SoftTech Engineers Limited, a holding company of SoftTech Care Foundation
has acquired beneficial ownership of shares in SoftTech Care Foundation registered in the
name of Mr. Vijay Gupta to make SoftTech Care Foundation a wholly owned subsidiary
Company.
- The Company SoftTech Digital Pte. Ltd., subsidiary of SoftTech Engineers Limited
("Company") has acquired subsidiary with name SoftTech Digital Software L.L.C in
the Emirates of Dubai, UAE on 10th April, 2023 with the object of International
Market Penetration of SoftTech's products established in India.
- SoftTech Digital Pte. Ltd., Singapore, a Wholly Owned Subsidiary Company has been
selected by Florian?polis International Airport Concessionaire, Brazil for the
development of a digital twin to enable energy optimization on 3rd March, 2023.
- SoftTech has secured a substantial deal to deliver technology service and drive
digitalization for YIT in partnership with Tech Mahindra on 19th April, 2023.
- SoftTech and CDCi sign an agreement to offer software products and services under CIVIT
Platform to Malaysian AEC industry on 22nd July, 2023.
- DIVIDEND:
Considering the situation and in order to conserve the resources, the Board of
Directors do not recommend dividend for the Financial Year 2022-23.
- TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since no unclaimed dividend amount is pending with the Company for seven
consecutive years or more, no amount is required to be transferred to the Investor
Education and Protection Fund.
- TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
No amount was transferred to the reserves during the Financial Year ended on 31st
March, 2023.
- LISTING OF SECURITIES ON STOCK EXCHANGES:
The shares of the Company are listed on main board of the National Stock Exchange
of India Limited and BSE Limited. Further, the Company is registered with both NSDL &
CDSL.
- MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:
In accordance with the provisions of the Companies Act, 2013 and SEBI regulations,
the Management Discussion and Analysis report is given as Annexure A' to
this report.
- ANNUAL RETURN:
In accordance with the Companies Act, 2013, the annual return in the prescribed
format is available at https://softtech- engr.com/investor-relations-in-softtech-engineers/
- DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
- Changes in Composition of the Board of Directors:
- Dr. Rakesh Kumar Singh (DIN: 02294988) is appointed as an Independent Director of the
Company w.e.f. 12th
August, 2022, subject to approval of shareholders at the 26th
AGM held on 22nd September, 2022.
- Mr. Garth Brosnan (DIN: 09836995) is appointed as the Nominee Director of the Company
representing RIB ITWO Software Private Limited w.e.f. 26th December, 2022.
- As per the provisions of Section 152(6) of the Companies Act, 2013 and other applicable
provisions thereunder, Mr. Pratik Patel (DIN: 08798734), Whole-time Director of the
Company, whose office is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, seeks re-appointment. Based on the recommendation of the
Nomination and Remuneration Committee, the Board recommends his re-appointment to the
shareholders in the ensuing Annual General Meeting.
- Mr. Rahul Gupta and Mr. Shridhar Pillalamarri were re-appointed as Independent Director
w.e.f 03.03.2023 in AGM held on 22.09.2022.
- Appointment / Resignation of Key Managerial Personnel:
- Ms. Aishwarya Patwardhan resigned as a Company Secretary & Compliance Officer of the
Company w.e.f. 25th
November, 2022.
- Ms. Shalaka Khandelwal is appointed as a Company Secretary & Compliance Officer of
the Company w.e.f. 25th
May, 2023.
- Declaration from Independent Directors and statement on compliance of code of conduct:
Your Company has received necessary declarations from all its
Independent Directors stating that they meet the criteria of independence as provided in
Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Further,
in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have
confirmed that they are not aware of any
circumstances or situations, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.
Independent Director have complied with Code of Independent Directors
prescribed in Schedule IV of Companies Act, 2013. All the Independent Directors of the
Company have enrolled themselves in the data bank with the Indian Institute of
Corporate Affairs', New Delhi, India.
In the opinion of the Board the Independent Directors possess necessary
expertise and experience (including the proficiency) and they are of high integrity and
repute. During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees for attending
meetings of the Board of Director. The details of sitting fees paid are mentioned in the
Corporate Governance Report.
All the Directors and Senior Management Personnel have also complied
with the code of conduct of the Company as required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
- Board Evaluation:
The annual evaluation framework for assessing the performance of Directors
comprises of the following key areas:
- Attendance for the meetings, participation and independence during the meetings.
- Interaction with Management.
- Role and accountability of the Board.
- Knowledge and proficiency
- Strategic perspectives or inputs.
The evaluation involves assessment by the Board of Directors. A member
of the Nomination and Remuneration Committee and the Board does not participate in the
discussion of his / her evaluation.
Pursuant to the provisions of the Companies Act, 2013 and Regulation
17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
board has carried out the performance evaluation of the Board, the Committees of the Board
and individual directors.
- The Composition of Board of Directors & Key Managerial Person as on 31st
March, 2023 consists of following:
Sr. No. |
Name |
Designation |
1. |
Mr. Vijay Gupta |
Managing Director and Chief Executive Officer |
2. |
Mrs. Priti Gupta |
Whole-time Director |
3. |
Mr. Pratik Patel |
Whole-time Director |
4. |
Mr. Rahul Gupta |
Independent Director |
5. |
Mr. Sridhar Pillalamarri |
Independent Director |
6. |
Mr. Sundararajan Srinivasan |
Independent Director |
7. |
Dr. Rakesh Kumar Singh |
Independent Director |
8. |
Mr. Garth Brosnan |
Nominee Director |
9. |
Mr. Kamal Agrawal |
Chief Financial Officer |
10. |
Ms, Shalaka Khandelwal |
Company Secretary |
- BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on
Company's business/ policy and strategy apart from other businesses. The notice of
Board meeting is given well in advance to all the Directors. The Agenda of the Board /
Committee meetings is set by the Company Secretary in consultation with the Chairman and
Managing Director and Chief Financial
251658240
Officer of the Company. The Agenda for the Board and Committee meetings
covers items set out in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Companies Act, 2013 to the extent it is relevant and applicable. The
Agenda for the Board and Committee meetings include detailed notes on the items to be
discussed at the meeting to enable the Directors to take an informed decision.
During the Financial Year under review, the Board of Directors of the
Company has duly met Five (5) times on 27th May, 2022, 12th August,
2022, 12th October, 2022, 10th November, 2022 and 10th
February, 2023. The maximum interval between any two meetings was well within the maximum
allowed gap of 120 days. Details of these Board meetings are provided in the Corporate
Governance Report which is Annexure E' to this Report.
COMMITTEES OF THE BOARD:
Details of all the Committees along with their scope, compositions
and meetings held during the year are provided in the report on Corporate Governance which
forms part of this Annual Report and is also available on the website of the Company https://softtech-engr.com/wp-content/uploads/Composition-of-Committees-of-the-Board-of-Directors.pdf
PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered with related parties during the F.Y.
2022-23 were on arm's length basis and were in the ordinary course of business. There
were no material related party transactions (RPTs) undertaken by the Company during the
Financial Year that require Shareholders' approval under Regulation 23(4) of SEBI
LODR or Section 188 of the Act. There have been no materially significant related party
transactions with the Company's Promoters, Directors and others as defined in section
2(76) of the Companies Act, 2013. The approval of the Audit Committee was sought for all
RPTs. Certain transactions which were repetitive in nature were approved through omnibus
route. All the transactions were in compliance with the applicable provisions of the
Companies Act, 2013 and SEBI LODR, as applicable. Form AOC-2 is enclosed herewith as Annexure
B' to the Boards' Report.
The disclosures as per Indian Accounting Standards for the related
party transactions are given in the Financial Statement of the Company.
CHANGES IN SHARE CAPITAL:
Employee Stock Option Plan
As on, 10th November, 2022, the Company has allotted
1,266 equity shares of Rs. 10/- each at Exercise Price of Rs. 5/- fully paid to the
employees, against exercise of stock options earlier granted to them under SoftTech
Employees Stock Option Plan 2017. Originally options were granted to employee at Rs. 10/-
each. However pursuant to bonus issue made by the company in the ratio of 1:1, number of
options granted to the Employees got doubled which effectively reduced excise price at
Rs.5/-per Equity Shares.
Preferential /Private Placement Basis
During the financial year under review, the Company has made
allotment of 20,00,000 (Twenty Lakhs) fully convertible Warrants of the Company issue at a
Subscription Price of Rs. 31.25/- per warrant (25% of the Issue Price), entitling the
warrant holder to exercise an option to subscribe to 20,00,000 (Twenty Lakhs) Equity
Shares of the Company having a face value of Rs. 10/- each at an exercise price of Rs.
93.75/- (75% of Issues Price), Issue Price being Rs. 125/- per equity share including
premium of Rs. 115/- per equity share, on Preferential allotment / Private Placement basis
on 5th October, 2022.
Further, the Company has made allotment of 6,63,120 (Six Lakhs
Sixty-Three Thousand One Hundred and Twenty) Unsecured Compulsorily Convertible Debentures
("CCDs'), of the Company ("CCDs") issued at a Subscription Price of Rs
125/- per Debenture, being convertible into 6,63,120 Equity Shares at a conversion price
of Rs 125/- (face value Rs. 10/- and a premium of Rs. 115/-) per equity share on
preferential basis / Private Placement basis on 5th October, 2022.
Increase in Authorized Capital
During the year under review, there is an increase in authorized
share capital of the Company from the existing Rs. 11,00,00,000/- (Eleven Crore Only)
divided into 1,10,00,000 (One Crore Ten Lakhs) equity shares of Rs. 10/- (Rupees Ten Only)
each to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore
Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each. Further, the Company has
neither issued any shares with differential voting rights, sweat equity nor it has bought
back any shares or securities.
EMPLOYEE STOCK OPTION SCHEME:
The Company has the SoftTech Employees Stock Option Plan 2017
(SOFTTECH ESOP 2017)' being implemented in accordance with the SEBI regulations in
this regard. The Company has obtained certificate of auditors of the Company pursuant to
Regulation 13 of the Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 in this regards. The Disclosures pursuant to SEBI (Share Based
Employee Benefits) Regulations, 2014 is available in Financial section on the website of
the Company at https://softtech-engr.com/wp-content/uploads/SoftTech-Employees-Stock-
Option-Plan-2017.pdf The disclosures in compliance with clause 14 of the securities
and exchange board of India (share based employee benefits) regulations, 2014 and other
applicable regulation, if any is available on the website of the Company at https://softtech-engr.com/investor-relations-in-softtech-engineers/#tab-161023
and Form ESOP Annexure is enclosed herewith as Annexure C' to the
Boards' Report.
The Scheme was amended in accordance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 in the Board Meeting dated 27th
May, 2022, wherein the following important changes were made,
- Definition of employee is revised to include employees of Group Company including
subsidiary or its associate company, in India or outside India, or of a holding company of
the company under the scope of the scheme.
- Treatment of options, in the event of death, retirement, superannuation of employees is
revised in accordance with amended regulations
- UTILIZATION OF PROCEEDS FROM PREFERENTIAL ISSUE:
The proceeds of the preferential issue have been used in accordance
with the objects stated in offer document. There is no deviation in use of proceeds from
objects stated in the offer documents in FY 2022-23. The summary of utilization of
proceeds from preferential issue as on 31st March, 2023 is stated in Note No.
36 of Notes to Accounts.
- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The operations carried out by the Company are such that they are
not deemed as energy intensive. However, the Company constantly makes efforts to avoid
excessive consumption of energy. The measures are aimed at effective management and
utilization of energy resources and resultant cost saving of the Company.
- the steps taken or impact on conservation of energy - Nil
- the steps taken by the company for utilizing alternate sources of energy - Nil
- the capital investment on energy conservation equipment's - Nil
- the efforts made towards technology absorption Nil.
- the benefits derived like product improvement, cost reduction, product development or
import substitution
Nil.
- in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year Nil.
- the expenditure incurred on Research and Development - Nil
- FOREIGN EXCHANGE EARNINGS AND OUTGO (? in Lakhs):
Earnings |
221.85 |
Outgo |
389.34 |
- AUDITORS:
- Statutory Auditors:
In the 25th Annual General Meeting (AGM) held on 30th
September, 2021 M/s. P G Bhagwat LLP, Chartered Accountants (Firm Registration No.
101118W/W100682) have been appointed as the Statutory Auditors of the Company for a term
of Five (5) years i.e. from the conclusion of 25th AGM up to the conclusion of
30th AGM of the Company.
M/s. P G Bhagwat LLP, Chartered Accountants (Firm Registration No.
101118W/W100682), have confirmed their willingness to act as Statutory Auditors of the
Company. The Company has received letter from M/s. P G Bhagwat LLP (Firm Registration No.
101118W/W100682), to the effect that their appointment, would be within the prescribed
limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified from being appointed.
- Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Mr. Devesh Tudekar, Practicing Company Secretary and Partner of DTSM & Associates,
Pune was appointed as a Secretarial Auditor of the Company to carry out the audit of the
Secretarial Records of the Company for the Financial Year 2022-23. A Report of the
Secretarial Audit is annexed herewith as Annexure D'.
Pursuant to SEBI Circular CIR/CFD1/27/2019 dated 8th
February 2019 all listed entities shall, additionally, on annual basis, submit a report to
the stock exchange(s) on compliance of all applicable SEBI Regulations and circulars /
guidelines issued thereunder within 60 days of end of Financial Year. Such report shall be
submitted by Company Secretary in practice to the Company in the prescribed format.
The Company has received such report from DTSM & Associates,
Practicing Company Secretaries, Pune for the Financial Year ended 31st March,
2023 and it has been submitted to the stock exchange(s) within the stipulated time.
- Internal Auditor:
For the FY 2022-23 the Company appointed M/s. Sharp & Tannan
Associates., LLP Chartered Accountants (Firm Registration No. 109983W), as an internal
auditor to conduct internal audit of the functions and activities of the Company.
- REPORTING OF FRAUD BY STATUTORY AUDITORS:
There was no fraud suspected in the Company, hence no reporting was made by
Statutory Auditors of the Company under sub-section (12) of section 143 of Companies Act,
2013.
- DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the rules made there under.
- DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
- In the preparation of the annual accounts for the year ended March 31, 2023, 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 profit 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 this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
- The directors had prepared the Annual Accounts on a going concern basis;
- The directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively.
- The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
- CORPORATE GOVERNANCE:
The Company has taken adequate steps to ensure that the conditions
of Corporate Governance as stipulated and applicable under various regulations are
complied with. The Company has strived to maximize the wealth of shareholders by managing
the affairs of the Company with the pre-eminent level of accountability, transparency and
integrity. A report on Corporate Governance including the relevant Auditors'
Certificate regarding the conditions of Corporate Governance as stipulated in Regulation
34(3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed and forms part of Annual Report as Annexure
E'.
Pecuniary Relationship or Transactions of Nonexecutive Directors and
Disclosures about Remuneration of Directors.
All pecuniary relationship or transactions of Non-Executive
Directors vis-?-vis the Company, along with criteria for such payments and disclosures on
the remuneration of the Directors along with their shareholding are disclosed in Corporate
Governance Report and notes to Financial Statements and also available on the website of
the Company, pursuant to relevant regulations.
Inter-Se Relationships between the Directors
There are no relationships between the Directors interse, except
between Mr. Vijay Gupta and Ms. Priti Gupta. Mr. Vijay Gupta, Chairman and Managing
Director, is husband of Ms. Priti Gupta, Whole-time Director of the Company.
- COMPLIANCE OF SECRETARIAL STANDARDS:
The Company has complied with the provisions of the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India on the
Meetings of Board of Directors (SS-01) and on General Meetings (SS-02).
- CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The code provides for periodical disclosures from Directors and
designated employees as well as pre-clearances of transactions by such persons.
The detailed Code of Internal Procedures and Conduct for Regulating,
Monitoring and Reporting of Trading by Insiders is placed on the Company's website
and can be viewed at: https://softtech-engr.com/wp-content/uploads/Code-of- Conduct-for-Prevention-of-Insider-trading.pdf
- INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:
During the Financial Year under review, the Company has
incorporated a wholly owned subsidiary with the name of SoftTech Digital Pte.
Ltd.' in Singapore on 3rd October, 2022 with the object of International
Market Penetration of SoftTech's products established in India.
The Company SoftTech Digital Pte. Ltd., subsidiary of SoftTech
Engineers Limited ("Company") has acquired subsidiary with name SoftTech Digital
Software L.L.C in the Emirates of Dubai, UAE on 10th April, 2023 with the
object of International Market Penetration of SoftTech's products established in
India.
Your Company has a subsidiary with name SoftTech Care Foundation,
Section 8 Company, AmpliNxt Private Limited, SoftTech Engineers Inc., in state of
Delaware, USA and a wholly owned subsidiary named SoftTech Finland Oy located in Republic
of Finland. The Company has a step down subsidiary (Subsidiary of SoftTech Engineers Inc.)
as SoftTech Government Solutions Inc. in the Commonwealth of Virginia.
- STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES
/ ASSOCIATE COMPANIES / JOINT VENTURES:
A statement containing salient features of the financial statements
of subsidiaries in the prescribed format AOC-1 is appended as Annexure-F' to
this Report. The statement also provides details of performance, financial position.
There has not been any material change in the nature of the business of
the Subsidiaries. As required under SEBI LODR Regulations, 2015 and Companies Act, 2013,
the consolidated financials of your Company and Subsidiaries are provided in this annual
report.
- RISK MANAGEMENT POLICY:
Periodic assessments to identify the risk areas are carried out and
the management is briefed on the risks in advance to enable the Company to control risk
through a properly defined plan. The risks are classified as financial risks, operational
risks and market risks. The risks are taken into account while preparing the annual
business plan for the year. The Board is also periodically informed of the business risks
and the actions taken to manage them. The Company has formulated a Plan for Risk
Management with the following objectives:
- Provide an overview of the principles of risk management.
- Explain approach adopted by the Company for risk management.
- Define the organizational structure for effective risk management.
- Develop a "risk" culture that encourages all employees to identify risks and
associated opportunities and to respond
to them with effective actions.
- Identify, assess and manage existing and new risks in a planned and coordinated manner
with minimum disruption
and cost, to protect and preserve Company's human, physical and financial assets.
- ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:
The Company has maintained adequate internal controls commensurate
with its size and nature of operations. The Company also has an Audit Committee which
reviews with the management adequacy and effectiveness of the internal control system and
internal audit functions. The scope of the Internal Audit is decided by the Audit
Committee and the Board. There are policies, guidelines and delegation of power issued for
the compliance of the same across the Company.
- PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
- During the financial year under review, the Company has invested ? 146.31 Lakhs in
Debentures of SoftTech
Engineers Inc. (Subsidiary).
- During the financial year under review, the Company has invested ? 2.77 Lakhs in
Debentures of SoftTech Finland OY
(Subsidiary).
- The Company has infused further capital of ? 4.99 Lakhs in the equity share capital of
AmpliNxt Private Limited,
wholly owned subsidiary of the Company.
Please refer Note No. 5 notes forming part of the financial statements
to the Standalone Financial Statements) for investments under Section 186 of the Companies
Act, 2013. Except this, the Company has not made any investment or granted any Loans or
Guarantees covered under Section 186 of the Companies Act, 2013 & Rules thereof
including amendments thereunder
- LOAN FROM DIRECTORS AND RELATIVES OF DIRECTOR:
The details of loans and advances accepted from directors of the
Company and relatives of directors as on 31st March, 2023 given below:
(? In Lakhs)
Sr. No. |
Name of person |
Designation |
Loan Taken during
the year |
Loan repaid
during the year |
Balance as on
31.03.2023 |
1 |
Vijay Gupta |
Managing Director |
155.00 |
103.91 |
(201.09) |
2 |
Priti Gupta |
Whole -Time Director |
75.00 |
78.00 |
(36.24) |
- NOMINATION & REMUNERATION POLICY:
The Company has in place a Policy on Directors' appointment
and remuneration of the Directors, Key managerial Personnel (KMP) and other employees
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters. The Policy is in compliance with the provisions of the
Companies Act, 2013 read with the Rules made therein and is formulated to provide a
framework and set standards. The detailed Nomination & Remuneration Policy of the
Company is placed on the Company's website and can be viewed at: https://softtech-
engr.com/wp-content/uploads/Nomination-and-Remuneration-Policy.pdf
- VIGIL MECHANISM:
The Company has adopted a Vigil Mechanism / Whistle Blower Policy,
to provide a formal mechanism to the directors and employees to report their concerns
about unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct or Ethics Policy. The Policy provides for adequate safeguards against
victimization of employees who avail the mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. During the year under review,
the Company has not received any complaints under the said mechanism. The Vigil Mechanism
/ Whistle Blower Policy has been posted on the website of the Company https://softtech-engr.com/wp-
content/uploads/Vigil-Mechanism-Whistle-Blower.pdf
- DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line
with the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Policy has set guidelines on the redressal and
inquiry process that is to be followed by aggrieved woman, whilst dealing with issues
related to sexual harassment at the work place towards any women. All employees
(permanent, temporary, contractual and trainees) are covered under this policy.
The Company has complied with the provision relating to the
constitution of the Internal Complaint Committee under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
It may be noted that during the year 2022-23, no grievance / complaint from any women
employee was reported.
- MATERIAL CHANGES & COMMITMENTS, BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF
BOARD REPORT:
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the Financial
Year of the Company to which the Financial Statements relate and the date of the report,
except as disclosed elsewhere in this report.
- INDUSTRIAL RELATIONS:
The industrial relations during the year 2022-23 have been cordial.
The Directors take on record the dedicated services and significant efforts made by the
Officers, Staff and Workers towards the progress of the Company.
- CORPORATE SOCIAL RESPONSIBILITY:
The Company has developed Corporate Social Responsibility Policy as
per the provisions of the Section 135 of the Companies Act 2013. In compliance of Section
135 of the Companies Act, 2013, your Company has constituted a Corporate Social
Responsibility (CSR) Committee comprising of
Sr. No.
|
Name of Member of the Corporate Social
Responsibility (CSR) Committee |
Designation |
1.
|
Mr. Vijay Gupta |
Member and Managing Director |
2.
|
Mrs. Priti Gupta |
Member and Whole-time Director |
3.
|
Mr. Rahul Gupta |
Member and Independent Director |
The details as per the requirement are annexed to this report as Annexure
G'.
- PARTICULARS OF EMPLOYEE REMUNERATION:
Disclosures with respect to the remuneration of Directors, KMPs and
employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given in Annexure H' to this Report.
- CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review, there was no change in the nature of business of the
Company.
- THE EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS/ SECRETARIAL AUDITOR IN THE AUDIT
REPORT:
There are no qualifications or adverse remarks in the Statutory
Auditors' Report which require any clarification/ explanation. The notes on financial
statements and comments by Statutory Auditors are self-explanatory, and need no further
explanation.
2516582401
Observation by Secretarial Auditor |
Explanation by the Board |
Delay in disclosure of related party transactions
for the half year ended March 31, 2022 to the Stock Exchanges under Regulation 23(9) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 |
The listed entity has paid the required amount of
fine to the Stock Exchanges |
- SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S FUTURE OPERATIONS:
The Company has not received any such orders from regulators or courts or tribunals
during the year, which may impact the going concern status of the Company or its
operations.
- OTHER DISCLOSURES
- The Company is not required to maintain cost records, as specified by the Central
Government under section 148 of the Act.
- No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year along with
their status as at the end of the Financial Year is not applicable.
- 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 to the
Company.
- As the Company doesn't fall under the top one thousand listed entities based on
market capitalization as on March 31, 2023, the requirement of Business responsibility and
sustainability reporting (BRSR) on the environmental, social and governance disclosures is
not applicable.
- In compliance with the provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished
price sensitive information (UPSI), the Company has adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Insiders (Insider Trading Code') and a Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
(Code of Fair Disclosure'). The Company has in place the digital structured
database to monitor the insider trading activities. The said Code of Conduct is intended
to prevent the misuse of UPSI by insiders and connected persons and ensure that the
Directors and designated persons of the Company and their immediate relatives shall not
derive any benefit or assist others to derive any benefit from having access to and
possession of such UPSI 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 needs
and interest of all the stakeholders.
- Every listed entity and its material unlisted subsidiaries incorporated in India shall
undertake secretarial audit and shall annex a secretarial audit report given by a company
secretary in practice, in such form as specified, with the annual report of the listed
entity. (as per regulation 24(A) of LODR). Further, the Company do not have any material
unlisted subsidiaries incorporated in India.
- The statements made in this Report and Management Discussion and Analysis Report
relating to the Company's objectives, projections, outlook, expectations and others
may be "forward looking statements" within the meaning of applicable laws and
regulations. Actual results may differ from expectations those expressed or implied. Some
factors could make difference to the Company's operations that may be, due to change
in government policies, global market conditions, foreign exchange fluctuations, natural
disasters etc.
2516582401
- ACKNOWLEDGEMENT AND APPRECIATION:
Your directors would like to express their heartfelt gratitude to
all Bankers, Government Authorities, Customers, Vendors and Business Partners for their
continued support and association. The directors would also like to express their
appreciation to the employees of the Company for their dedicated, individual and
collective contribution in the overall growth of the Company.
For and on behalf of the Board of Directors
SOFTTECH ENGINEERS LIMITED
|