As on: Apr 25, 2024 09:56 AM
Dear Members,
Your Directors have pleasure in presenting the Thirty-Third(33rd) Annual Report of your Company together with the Audited Standalone & Consolidated Financial Statements for the Financial Year ended March 31, 2023.
FINANCIAL POSITION AND COMPANY?S STATE OF AFFAIRS
1. Financial performance
The attached Financial Statements for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (Ind AS) consequent to the Notification of the Companies (Indian Accounting Standards) Rules, 2015 issued by the Ministry of Corporate Affairs. The Standalone and Consolidated Financial Statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (‘Ind AS?) as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (‘MCA?)) and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").
2. Financial Results
(Rs in lakhs) except EPS
Standalone Financial Statements
Your Company, during the year under review earned revenue from operations (Gross) of ` 8,731.39 lakhs, against
` 8,091.48 lakhs over the previous year. The profit before tax was of Rs 1,228.64 lakhs as against Rs 2,075.00 lakhs in the previous year. The profit after tax for the current year is Rs 952.95 lakhs against Rs 1,564.02 lakhs in the previous year.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiaries for FY 2022-23, are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor?s Report thereon forms part of this Annual Report. Your Company, during the year under review earned revenue from operations (Gross) of Rs 9183.62 lakhs, against Rs 8,395.70 lakhs over the previous year. The profit before tax was Rs 1684.91 lakhs as against Rs 2,425.89 lakhs in the previous year. The profit after tax for the current year is Rs 1,374.89 lakhs against Rs 1,907.16 lakhs in the previous year. 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 annual accounts in respect of subsidiaries are available on the website of the Company. The annual accounts of the subsidiaries and related detailed information will be made available to investors seeking information till the date of the AGM.
Your Company has complied with all the Acts, Rules, Regulations and Guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities.
Transfer to reserves
Your Directors do not propose to transfer any amount to general reserves for the financial year ended March 31, 2023.
Dividend
Your Directors have pleasure in recommending a dividend of 25% i.e. ` 0.50/- per equity share of face value of Rs 2/- each for the financial year ended March 31, 2023 at their meeting held on June 05, 2023 amounting to Rs 117.34 lakhs. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The Register of Members and Share Transfer Books will remain closed from Saturday, September 23, 2023, to Friday, September 29, 2023 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2023.
5. Dividend Distribution Policy
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company and hosted on the website of the Company at https://in10stech. com/investors/policies
6. Share capital
During the year under review, your Company allotted 10,00,000 equity shares on conversion of warrants into equity shares & 10,500 equity shares are allotted on exercise of stock options under various Employee Stock Option Schemes. Consequently, the issued, subscribed and paid-up equity share capital has increased from Rs 4,49,13,898 divided into 2,24,56,949 equity shares of `2/- each to Rs 4,69,34,898 divided into 2,34,67,449 equity shares of `2/- each.
During the financial year, the Company has not raised any funds in the form of equity. The Company has paid listing fee for the financial year 2022-23, to BSE Limited and National Stock Exchange of India Limited, where its shares are listed.
7. Deposits
Your Company has not accepted any deposits from the Directors/ Shareholders/Public and as such falling within the ambit of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review and hence there are no unpaid/unclaimed deposits nor amount of principal or interest on public deposits was outstanding as on the Balance Sheet date.
8. Buy Back of shares and disinvestment
The Company has not bought back any of its securities and there was no disinvestment during the Financial Year ended March 31, 2023.
9. Particulars of loans, guarantees and investments
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
10. Particulars of Contract or Arrangements made with Related Parties
The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and rules and SEBI Listing Regulations made thereof as amended from time to time and as per the Related Party Transaction (RPT) policy of the Company, during the financial year ended March 31, 2023, in prescribed Form AOC-2 is annexed to this Board?s Report (Annexure-I). Further there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnel?s, and their relatives, which may have potential conflict with interest of the company at large. The related party transactions were placed before the audit committee and also with the Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and at arm?s length basis. Details of the related party transactions during the year are part of the financial statements forming part of this Annual Report.
The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party transactions which is available on the Company?s website at https://in10stech.com/investors/policies
11. Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of the report
There are no material changes and commitments affecting the financial position of the company, which occurred after the end of the financial year i.e., March 31, 2023.
12. Directors? Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your Directors confirm as under: i. In the preparation of the annual accounts (Standalone
& Consolidated) for the financial year 2022-23, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same. ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year 2022-23 and the Profit of the Company for the year under review. iii. The Directors have 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. iv. The Directors have prepared the annual accounts on a ‘going concern? basis. v. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively. vi. 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. Variation in market capitalization
Note: Data based on share prices quoted on BSE
14. Management Discussion and Analysis
In compliance with Regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management?s Discussion and Analysis is provided in a separate section and forms an integral part of this Report.
15. Revision of Financial Statements
There was no revision of financial statements and Board Report of the Company during the year under review.
BUSINESS DESCRIPTION
16. Subsidiaries, Associates and Joint Ventures
The Company has 4 (four) Wholly Owned Subsidiary Company(ies) (WOS): a. "Intense Technologies FZE" in Hamriyah Free Zone,
Hamriyah, United Arab Emirates (U.A.E). b. "Intense Technologies INC" in Miami, Florida, United
States of America (USA). c. "Intense Technologies UK Limited" in 200 Brook Drive, Green Park Reading RG2 6UB, United Kingdom (UK). d. "Reasy Pte. Ltd." at # 10, Anson Road # 24-09, International Plaza, Singapore – 079903.
Singapore Branch: The Company has one Branch office located at # 10, Anson Road # 24-09, International Plaza, Singapore – 079903.
The performance and financial position of the subsidiary companies included in the consolidated financial statement is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 containing the salient features of the financial statement of Company?s subsidiary companies in Form AOC – 1 in "Annexure II" to this report.
The Company?s Policy on determining material subsidiaries, as approved by the Board, is uploaded on the Company?s website at https://in10stech.com/investors/policies There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"), and during the financial year under review, your Company has not added/removed any joint ventures or associate companies.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated Financial Statements and related information of the Company and audited accounts of its wholly-owned Subsidiary is available on the website of your Company www.in10stech.com. These documents will also be available for inspection during the business hours of the Company at its registered office in A1, Vikrampuri, Secunderabad-500009, India.
17. Awards and Recognitions
Your Company continued its quest for excellence in its area of business to strengthen its position in global markets. In doing so, several awards and rankings continue to endorse your Company as a thought leader in the industry. Few of the Awards / recognitions received by the Company during the FY 2022-23 include:
Recognitions:
• Intense Technologies achieves Leader Position in 2023 SPARK Matrix for Customer Communications Management by Quadrant Knowledge Solutions.
• Intense Technologies positioned amongst AnyPrem Customer Communications Management (CCM) Software Leaders for Telecom, Insurance, Public Sector and Utilities verticals in the 2022Aspire CCM-CXM Leaderboard™.
• Additionally, Intense Technologies has been recognized as a Leader in two other segments Vendor Hosted SAAS CCM and Communications Experience Platform (CXP) for the Utilities and Telecom verticals in the same report.
• Intense Technologies positioned in the 2022 SPARK Matrix for Customer Communication Management by Quadrant Knowledge Solutions.
• UniServe™ NXT Digital Suite rated the best, ranked Number One in Gartner Peer Insights 2022 by customers securing a 4.7 Rating out of 5.
18. Research & Development
The Company lays great emphasis on R&D, which forms the core of the business development strategy. All the process technologies implemented by the company have been developed in-house in the DSIR recognized R&D center. The R&D department has developed and mastered a library of reactions over a period of time which forms the crux for future developments. The swiftness in development and implementation of new technologies has brought and will continue to bring good business for the company.
19. Directors and Key Managerial Personnel Directors Appointment/Re-appointment
In order to comply with the provisions of section 152 of the Companies Act, 2013 and rules applicable thereunder, Mr. Tikam Sujan (DIN: 02137651) Non-Executive Director of the Company is liable to retire by rotation and offers himself for re-appointment.
Cessation and Resignations:
During the year under review, none of the Directors retired or resigned from the Board.
Declaration from Directors
Your Company has received necessary declaration from all directors stating that they are not debarred or disqualified from being appointed or continuing as Directors of companies as per the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Independent Directors:
During the year under review, the following are the Independent Directors of the Company, in terms of Section 149 of the Act:
Name of the Director DIN Category
Mr Pavan Kumar Independent 02530632 Pulavarty Non-Executive Mr Srivath Shanker Independent 02593315 Rao Kandukuri Non-Executive Independent Mr Shyamsunder 02665539 Non-Executive Mallick Vadlamani Director Independent Mrs Sarada Devi 02268210 Non-Executive Vemuri Woman
The Independent Directors of the Company hold office for a term of five years or until completion of 75 years, whichever is earlier. 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, digitalization, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.
Declaration by Independent Directors
Your Company has received necessary declaration from each independent director stating that they met the criteria prescribed for independence under Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Board has confirmed its veracity and taken the same on record.
Familiarisation Programme
These programmes aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The Board members are also regularly updated on changes in the statutory provisions like changes in Corporate Laws, SEBI Regulations, Taxation Laws and People related laws as applicable at the quarterly Board meetings. The Board members are also updated on the Risk universe applicable to the Company?s business. The MD & CEO of the Company conducts quarterly sessions with Board members sharing updates about the Company?s business strategy, operations and the key trends in the IT industry that are relevant for the Company. These updates help the board members to keep abreast of the key changes and their impact on the Company. The newly appointed Directors are given induction and orientation with respect to the Company?s Vision, Core purpose, Core Values and Business operations. In addition, detailed presentations are made on business environment, performance of the Company at every Board Meeting. The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and enables the Directors to fulfill their role/responsibility.
Key Managerial Personnel (‘KMP?):
During the year under review, the Company has the following persons as Key Managerial Personnel.
During the year under review, Ms. Saheli Banerjee (ACS: 44382), Company Secretary and Compliance officer resigned w.e.f. February 22, 2023. The Company values her contribution during her tenure as the Company Secretary of the company. *Mr. Madhukar Nayak has resigned from the office of Chief Financial Officer w.e.f May 30, 2023. (He was relieved from his office from closing hours of May 31, 2023) *Mr. Nitin Sarda was appointed as Chief Financial Officer w.e.f June 01, 2023
20. Committees of the Board
Currently, the Board has five committees i.e., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:
C- Chairperson M-Member
21. Policies
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the corporate policies are available in the Company website (https://in10stech.com/investors/ policies). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:
22. Health, Safety and Environment protection
The Company is committed to excellence in safety, health, environment and quality management. It accords highest priority to the health and safety of its employees, customers and other stakeholders as well as to the protection of the environment. The management of your Company is focused on continuous improvement in these areas which are fundamental to the sustainable growth of the Company.
23. State of Company?s Affairs:
Intense offers a comprehensive range of capabilities that enable our customers to gain a competitive edge. Our strategy revolves around uniting domains, products, services, and partners to craft tailored solutions that yield optimal business outcomes.
To achieve this, we take the initiative to envision, orchestrate, and seamlessly implement value. Our approach involves harnessing domain expertise, cutting-edge technologies, strategic partnerships, and hyperscalers to solve intricate challenges for our clients.
Central to our ethos is cultivating enduring client relationships rooted in shared visions and outcomes. We forge these connections through a well-governed, co-managed engagement process. In the realm of IT Services, we offer a spectrum of solutions, encompassing digital strategy advisory, custom application design, development, re-engineering, cloud service, talent services, system integration, data analytics, business processes, research and development.
In our IT Products division, our award-winning CCM solution is evolving with marketing automation, and campaign management. Rather than standalone products, these offerings synergize with our IT services portfolio to enhance client solutions.
As we chart our path forward, we remain focused on services and digital engagements. We approach System Integration (SI) engagements selectively, directing our resources toward opportunities where we can create the most impactful outcomes.
24. Future outlook:
In anticipation of future developments, we acknowledge that our actual results might differ significantly from our projections due to certain factors. The following sections outline our outlook, risks, and concerns:
I. Market-Related Risks
Market Volatility: Fluctuations in technology spending by clients are influenced by economic, geopolitical, monetary, and regulatory factors within their respective markets.
Economic Health: Economic slowdowns or adverse events within industries concentrated in the United States, United Kingdom, EU, Australia, or other focal markets could impact our revenue.
Climate Impact: Clients operating in sectors vulnerable to climate change may impact our business and reputation.
Visa and Regulatory Factors: Visa restrictions, cost increases, delays due to the pandemic, and increased enforcement might limit our ability to provide services across various countries.
Sanctions and Restrictions: Clients? exposure to sanctions may limit growth, increase penalties, and subject our business to consequential sanctions. Client Dependency: A significant portion of our revenue depends on a limited number of major clients, and losing any of them could substantially affect our business.
II. Investment-Related Risks
Technology Agility: Failing to innovate and adapt to rapid technological and industry changes could adversely affect our business.
Software Development Costs: Investment costs in software products may not be recouped effectively. Acquisitions and Ventures: Engaging in strategic partnerships, alliances, or ventures may have varying degrees of success.
III. Cost Structure Risks
Expense Variability: Unpredictable expenses can cause fluctuations in profitability.
Growth Management: Challenges in managing growth might disrupt business operations and profitability. Wage Pressures: Wage increases and hiring practices may affect competitive advantage and profits. Infrastructure Investment: Significant investments in infrastructure could reduce profitability if business growth doesn?t align proportionally.
IV. Workforce-Related Risks
Talent Dependency: Our success relies on skilled professionals, and attracting, retaining, and training them is crucial.
Management and Key Personnel: Leadership roles? stability and retention significantly impact our success.
V. Contractual Obligations Risks
Contract Fulfillment: Failing to complete contracts within budget or timeframes could affect profitability. Contract Termination: Clients? ability to terminate contracts without cause may impact revenue and profitability.
Conditional Contracts: Client contracts often hinge on satisfactory performance, which could result in lower revenues.
VI. Operational Risks
Hybrid Working Transition: Moving to a hybrid model presents potential operational risks.
Data Security and Privacy: Inadvertent disclosure of confidential information or cybersecurity incidents could harm our reputation and incur liabilities. Legal and Regulatory Compliance: Changing regulations and compliance requirements increase uncertainty and costs.
VII. Legislation and Regulatory Risks
IP Protection and Taxation: Intellectual property protection and tax policies can affect our operations and profitability.
25. Industrial relations
During the year under review, industrial relations remained cordial and stable. The directors wish to place on record their sincere appreciation of the co-operation received from employees at all levels.
HUMAN RESOURCES
Your Company has taken several initiatives in the development of human resources, the most important asset of the Company. Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business and ensures that it provides a harmonious and cordial working environment to all its employees. To ensure good human resources management, your Company focused on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill- development program, engagement, and volunteering programs. Your company has put in continued efforts in building capabilities of Human Resources with adoption of specific and targeted interventions. Your Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas are in place for all employees. Your Company is committed to nurturing, enhancing, and retaining talent through superior Learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organization?s growth and its sustainability in the long run. Some of the initiatives taken in this area are –
Communication:
Frequent, Transparent and Empathetic With associates working from home, your Company faced natural challenges in ensuring that a distributed workforce stayed connected. Your Company communicated with urgency, transparency and empathy to help associates adjust to the constantly changing conditions crises bring and to maintain a single source of truth. Your Company created a live microsite to prioritize consistent and continuous communication. Your Company launched newsletters that included messages from leaders, inspirational stories, training calendars, associate engagements etc. Additionally, a new connect series was introduced to keep associates updated and inspired by external speakers. This was a way to virtually connect, featuring global leaders from a cross section of industries.
Engagement:
Your Company used connected technologies to create meaningful experiences for associates working remotely and organized several collaborative activities.
Hiring:
Your Company has taken proactive steps to introduce young talent that will thrive in the ‘new normal.? Your Company gives fresh graduates the flexibility of remote work from home. Your Company has also expanded the use of the new-age platform in the hiring process.
Learning:
During the year virtual learning gained momentum as your Company prioritized re-skilling and up-skilling through various initiatives.
Diversity:
Creating a sense of Belonging Your Company reinforced its commitment to being intentionally diverse. The associates of your Company have helped driving future business in the ‘new normal.? Focused efforts were made towards generational diversity as young leaders were developed through various programs.
26. Leadership:
The Company adopted new changes and changed the leadership paradigm and style of functioning. It warranted being focused and yet open to revisiting strategies, taking bold risks, judiciously deploying resources and above all, working tirelessly till the desired results are achieved! The leaders helped rally their teams, kept the team engaged and communicated clear, crisp messages frequently while challenging conventional thinking. Your Company has launched to drive towards high-performance culture which ensures that key business initiatives and leaders? goals are in-sync and tracked regularly.
27. Employee Stock Option Plan_
During the year, 10,500 equity shares were issued and allotted under the Employee Stock Option Scheme. The ESOP Scheme(s) of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. A certificate from Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection in electronic mode during the AGM to any person having right to attend the meeting.
The Disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI Circular dated June 16, 2015 on ESOP disclosures forms a part of this Annual Report. (Annexure-III)
28. Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-IV to this report.
A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of `1.02 crore or more per annum or employed for part of the year and in receipt of `8.50 lakh or more in a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time are provided in this report
29. Prevention of Sexual Harassment (‘POSH?)
The Company has always believed in providing a safe and harassment free workplace for every woman working in Company?s premises, through various interventions and practices. The Company has adopted policy and constituted the Internal Complaint Committee under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as amended from time to time.
The Company has not received any complaints during the year.
The Company regularly conducts awareness programmes for its employees.
The following are the summary of sexual harassment complaints received and disposed of during the year:
30. Vigil Mechanism
The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Code of Conduct and Ethics. It also provides adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee reviews periodically the functioning
Intense Technologies Limited of whistle blower mechanism. No complaints have been received during the Financial Year ended March 31, 2023. No personnel have been denied access to the Audit Committee during the Financial Year 2022-23.
The details of said vigil mechanism are given in the Corporate Governance Report, which forms part of this Annual Report. A copy of the Whistle Blower Policy is available in the company?s website i.e., https://in10stech. com/investors/policies
CORPORATE GIVERNANCE 31. Corporate Governance
Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization?s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders? expectations. It is imperative that your company?s affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders.
The Report on corporate governance for the year ended 31st March 2023, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.
32. Auditors? certificate on Corporate Governance
As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the auditor?s certificate on corporate governance regarding the compliance of conditions forms part of the Annual Report.
33. Governance and Compliance
The Secretarial and Legal functions of the Company ensure maintenance of good governance within the organization. They assist the business in functioning smoothly by being compliant at all times and providing strategic business partnerships in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.
34. Governance Guidelines
The Company has adopted the Governance Guidelines on Board Effectiveness to fulfill its corporate governance responsibility towards its stakeholders. The Governance Guidelines cover aspects relating to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director?s term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director?s remuneration, subsidiary oversight, code of conduct, review of Board effectiveness and mandates of Committees of the Board.
35. Board Diversity
Your Company recognizes and embraces the importance of a diverse board for its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill and industry experience, cultural and geographical background, age and gender, which will help the Company, retain its competitive advantage. The Board has adopted the Board
Diversity Policy which sets out the approach to diversity of the Board of Directors. The Policy is available on the Company website at https://in10stech.com/investors/ policies.
36. Board Composition
It is desired to have an appropriate mix of Executive and Non-executive & Independent and Women Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2023, the Board consists of 8 members, 3 of them are Executive/Whole-time directors, 1 is Non-Executive Non-Independent Director, 1 is Non-Executive Independent Woman Director and 3 are Non-Executive Independent Directors. The Board periodically evaluates the need for a change in its composition and size. The policy of your Company on directors? appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 was adopted by the Board. It is afirmed that the remuneration paid to the Director(s) are as per the terms laid out in the nomination and remuneration policy of the Company.
37. Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination and Remuneration Policy adopted by the Board is available on the Company?s website at https://in10stech.com/ investors/policies.
38. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluating the performance of the Board of Directors, the Chairman, Committees, and Individual Directors. The evaluation process was carried out during the year and the summary of the evaluation reports was presented to the Board. The Directors had positive feedback on the overall functioning of the Committees and the Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated in the processes.
39. Procedure for Nomination and Appointment of Directors
The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director?s appointment or reappointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-?-vis the required competencies and meeting potential candidates, prior to making recommendations for their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, are communicated to the appointee. During FY 2022-23, the Board had also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company and those actually available with the Board. The Company has also mapped each of the skills, expertise and competencies against the names of the Board Members possessing the same.
40. Meetings of the Board
The Board met six times during the financial year 2022-23. The meeting details are provided in the Corporate Governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and SEBI Listing Regulations.
41. Auditors and Auditors? Report Statutory Auditors
As per Section 139 of the Companies Act, 2013 (‘the Act?), read with the Companies (Audit and Auditors) Rules, 2014, M/s. MSPR & Co., Chartered Accountants (Firm Registration No. 010152S), Hyderabad, were appointed as the statutory auditors at the 31st Annual General Meeting held on 30th September, 2021 for a term of five (5) years from the conclusion of the 31st annual general meeting till the conclusion of 36th Annual General Meeting. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every annual general meeting has been omitted with effect from 7th May 2018. The Board of Directors is empowered to fix the remuneration of the Statutory Auditor on a yearly basis.
The Audit reports dated May 30, 2023, issued by M/s. MSPR & Co., Chartered Accountants (Firm Registration No. 010152S), Statutory Auditors on the Company?s Standalone and Consolidated Financial Statements for the financial year ended 2022-23 is part of the Annual Report. There has been no qualification, reservation or adverse remark in their Report.
Audit Committee
During the year under review, the Audit Committee was comprised of three (3) Members out of which all three (3) are Non-Executive Independent Directors. During the year, four (4) Audit Committee meetings were held, details of which are provided in the Corporate Governance Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.
Secretarial Auditors
The Secretarial Audit for the financial year ended March 31, 2023, was carried out by M/s. Puttaparthi Jagannatham & Co., Practicing Company Secretaries. The Report given by Mr Navajyoth Puttaparthi (FCS 9896) (CP No: 16041), Partner of M/s Puttaparthi Jagannatham & Co., Practicing Company Secretaries, Hyderabad in Form MR-3, is annexed as Annexure-V and forms integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act. In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company had obtained the Secretarial Compliance certificate from Mr. Navajyoth Puttaparthi (FCS 9896) (CP No: 16041), Partner of M/s Puttaparthi Jagannatham & Co., Practicing Company Secretaries, Hyderabad which is annexed as Annexure-V(A) and forms part of the Annual Report and the same was also intimated to the Stock Exchange where the shares of the Company are listed.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has obtained a certificate from Mr. Navajyoth Puttaparthi (FCS 9896) (CP No: 16041), Partner of M/s Puttaparthi Jagannatham & Co., Practicing Company Secretaries, Hyderabad which is annexed as Annexure-V (B) and forms part of the Annual Report and the same was also intimated to the Stock Exchanges where the shares of the Company are listed. In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s Puttaparthi Jagannatham & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2023-24.
The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of the Company for the financial year 2023-24.
Secretarial Standards
Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi for the financial year ended March 31, 2023.
Internal Auditors
The Company has external firms of Chartered Accountants acting as internal auditors that reviews internal controls and operating systems and procedures as per the scope of audit. The Internal Audit Reports of the company are reviewed by the Audit Committee on quarterly basis. The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the Internal Auditors of your Company every year in compliance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.
Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2022-2023.
Declaration as per Section 134(3) (ca) of the Companies Act, 2013
During the year, the statutory auditors and secretarial auditor have not reported any instances of frauds committed by or against the Company by its Directors/ Officers/ Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013 and rules made thereof. Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
42. CEO & CFO Certification
The Whole-Time Director and the Chief Financial Officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015. Whole-Time Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015. The annual certificate given by the Whole-Time Director and the Chief Financial Officer forms part of the Annual Report.
43. Internal Controls
The Company has put in place an adequate system of internal controls commensurate with its size and the nature of its operations. The Company?s internal control system covers the following aspects:
• Financial propriety of business transactions.
• Safeguarding the assets of the Company.
• Compliance with prevalent statutes, regulations, management authorization, policies and procedures. The Audit Committee of the Board periodically reviews audit plans, observations and recommendations of the internal and external auditors, with reference to the significant risk areas and adequacy of internal controls and keeps the Board of Directors informed of its observations, if any, from time to time.
44. Internal Financial Controls
Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorized use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an efficient accounting system to record day-to-day transactions for accounting and financial reporting. The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal auditors and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.
However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews are put in place to ensure that such systems are updated on regular intervals.
Details of the internal control system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.
45. Significant Material Orders Passed by the Regulators
There were no significant material orders passed by any Regulators/Courts that would impact the going concern status of the Company and its future operations. Your Company has complied with all the Acts, Rules, Regulations and Guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities.
46. Extract of the Annual Return
An Extract of Annual Return as per the provisions of Section 92 (3) and Section 134(3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 as amended from time to time, is made available on the website of the Company at https://in10stech.com/investors/annual-reports.
47. Transfer of Un-Claimed Dividends/Shares
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. Your Company does not have any Un-Claimed Dividends/ Shares for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). Ms. Pratyusha Podugu is the Nodal Officer who is appointed by the Company under the provisions of IEPF. (w.e.f 18-04-2023)
48. Risk Management
Your Company have constituted a Risk Management Committee pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company?s enterprise risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, Information Technology, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.
The Committee has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. The Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Risk Management Procedure shall be reviewed by the Risk Management Committee and Board of Directors on a half- yearly basis at the time of review of Financial Results of the Company.
The policy is available in the Company website: www. in10stech.com
49. Corporate Social Responsibility (CSR)
Your Company has been an early adopter of corporate social responsibility (CSR) initiatives. Your Company has made Corporate Social Responsibility (CSR) an integral part of its ethos and culture. YourCompanyconstitutedaCorporateSocialResponsibility Committee ("CSR Committee") in accordance with Section 135 of the Companies Act, 2013.
The CSR Committee of the Board evaluated various options to implement the CSR activities and decided to contribute the mandated CSR amount in such activities/ projects, which are in accordance with Schedule VII of the Companies Act, 2013 and the Company?s CSR Policy. The Policy has been uploaded on the Company?s website at www.in10stech.com.
A brief outline of the Corporate Social responsibility (CSR) policy of the Company and the initiatives taken by the Company on CSR activities during the year under review are set out in Annexure-VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) rules, 2014.
50. Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo
The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013, read with the Companies (Accounts) Rules, 2014 are provided in Annexure-VII to the Board Report.
51. Prevention of Insider Trading Code
As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Company Secretary & Compliance Officer of the Company, who is responsible for setting forth procedures and implementation of the code of conduct for trading in Company?s securities. During the year under review, there has been due compliance with the said code.
52. Depository System
As the Members are aware, your Company?s shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company?s shares on NSDL & CDSL. The ISIN allotted to the Company?s Equity shares is INE781A01025.
53. Listing and Custodian Fees
The equity shares of your Company are listed at BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The applicable annual listing fees were paid before the due date. The annual custodian fees have also been paid to the depositories before the due date.
54. Cautionary Statement
Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company?s objectives, projections, estimates and expectations may constitute ‘forward looking statements? within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
55. Acknowledgement
Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company?s resources for sustainable and profitable growth.
The Board of Directors takes this opportunity to place on record their appreciation for the unstinted co-operation, commitment, and dedication of all the employees of the Company, and the support extended by the channel partners, customers, vendors, business associates, banks, government authorities and all concerned. The Directors are thankful to the shareholders for their continued patronage.
Your Directors look forward to the long-term future with confidence.