The Board of Directors of SecureKloud Technologies Limited ("the
Company") have pleasure in presenting the Fortieth ( 40th ) Annual Report
on the business and operations for the year ended March 31, 2025 along with the Audited
Financial Statements (Standalone and Consolidated).
Financial Performance
The financial performance of the Company for the year ended March 31,
2025 and March 31, 2024 is summarized below:
(Rs. in lakhs)
Particulars |
Standalone |
Consolidated |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from operations |
4,683 |
5,023 |
16,767 |
34,032 |
Earnings Before Interest,
Depreciation and Amortization |
760 |
886 |
(2,434) |
(6,231) |
Interest |
493 |
508 |
1,615 |
1543 |
Depreciation and Amortization |
254 |
282 |
790 |
1737 |
Profit / (Loss) Before Tax
(PBT) before Exceptional Item |
182 |
96 |
(4,544) |
(9,511) |
Exceptional Item |
1,081 |
2,833 |
- |
- |
Profit / (Loss) Before Tax
(PBT) After Exceptional Item |
(898) |
(2,737) |
(4,544) |
(9,511) |
Profit / (Loss) After Tax
(PAT) before Minority Interest |
(937) |
(2,781) |
(4,583) |
(9,582) |
Total comprehensive income /
(loss) |
(913) |
(2,769) |
(4,559) |
(9,570) |
Total comprehensive income/
(loss) attributable to Owners of the company |
(937) |
(2,769) |
(1,367) |
(3,629) |
The Standalone and Consolidated Financial Statements of the Company for
the Financial Year ended March 31, 2025 have been prepared in accordance with the Indian
Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as
amended from time to time.
Review of Business Operations and Performance
The Company has reported consolidated revenue from operations of f
16,767 lakhs for the Financial Year 2025, with a substantial fall in revenue due to
certain healthcare projects coming to an end in Financial Year 2025 and on account of loss
of few customers. The loss before taxes had marginally come down during the Financial Year
2025 to f 4,544 lakhs as compared to f 9,511 lakhs during the Financial Year 2024.
The Company has reported a revenue of f 4,683 Lakhs for the Financial
Year 2025 as against f 5,023 Lakhs for the Financial Year 2024 on a standalone basis. The
operations had yielded a reduced loss of f 898 Lakhs for the Financial Year 2025 as
against f 2,737 Lakhs for the Financial Year 2024 on account of certain austerity measures
adopted by the management.
Management Discussion and Analysis
Management Discussion and Analysis as required under Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
listing regulations") is provided separately as Annexure VI to this report.
Share Capital
The Company has only one class of equity shares of par value f 5 each.
The authorised share capital as on March 31, 2025 was f 30,00,00,000 divided into
6,00,00,000 equity shares of f 5 each. The paid-up share capital as on March 31, 2025 was
f 16,70,53,025 divided into 3,34,10,605 equity shares of f 5 each.
Transfer to Reserve
Your Company has not made any transfer of amounts to General Reserve
during the year.
Material Changes affecting the Financial Position
of the Company
SecureKloud Technologies, Inc, a subsidiary of the Company, filed for
bankruptcy proceedings under Chapter 7 of the bankruptcy laws of the United States. The
Company has made a provision of f 2,608 lakhs relating to accounts receivable from
SecureKloud Technologies, Inc for the quarter ended June 30, 2025, in accordance with the
requirements of Ind-AS 109 - Financial Instruments. Additionally, the Company also
provided for f 10,112 lakhs for impairment of the investment in the said subsidiary for
the quarter ended June 30, 2025, in accordance with Ind AS 36 - Impairment of Assets and
thus has impaired a total sum of f 11,860 Lakhs of investment in the said Subsidiary.
The Company intends to propose a resolution for Approval under Section
180(1)(a) of the Companies Act, 2013 ("The Act") and Regulation 24(5) and 24(6)
of the SEBI Listing Regulations, to sell and dispose of assets held in / of Securekloud
Technologies Inc. ("Subsidiary") at the ensuing Annual General Meeting (AGM),
forming part of the AGM Notice.
Dividend
Due to inadequacy of profits, the Board has not recommended any
dividend for the Financial Year 2024-25.
Public Deposits
Your Company has neither accepted any deposits from the public nor
accepted any amounts which are deemed to be deposits within the meaning of sections 73 to
76 of the Act (as amended) and the Rules made thereunder, to the extent applicable.
Pursuant to the Ministry of Corporate Affairs (MCA) notification
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with
the Registrar of Companies (ROC) the requisite forms for outstanding receipt of money/loan
by the Company, which is not considered as deposits.
Transfer of Unclaimed Dividend to Investor
Education and Protection Fund
During the year, the Company transferred, the unclaimed dividend
amounting to f 0.70 Lakhs and the corresponding 9,291 equity shares, to the Investor
Education and Protection Fund (I EPF). Despite best efforts, the Company could not
reconcile the required information from the Bankers within the prescribed timelines and
hence there were invariable delay in compliances.
Members are requested to claim the dividend(s), which have remained
unclaimed/unpaid, by sending a written request to the Company at cs@securekloud.com or to the Company?s Registrar
and Transfer Agent Adroit Corporate Services Pvt. Ltd., 17-20, Jafferbhoy Ind. Estate, 1st
Floor, Makhwana Road, Marol Naka, Andheri ( E ) Mumbai 400 059.
Details of shares transferred to IEPF Authority and the procedure for
claiming shares from IEPF are available on the website of the Company. The same can be
accessed through the link: https/// www.securekloud.com/details-of-unclaimed-dividend .
The said details have also been uploaded on the website of the IEPF Authority and the same
can be accessed through the link: www.iepf.gov.in .
Particulars of Loans, Guarantees or Investments
Your Company has given corporate guarantee on behalf of its subsidiary,
SecureKloud Technologies Inc and step-down subsidiary, Healthcare Triangle Inc for
facilitating business needs. The outstanding amount as on March 31,2025 is as below:
(Rs. in lakhs)
Name of the subsidiary |
Outstanding Value of loan
as on March 31, 2025 |
SecureKloud Technologies Inc |
1,129 |
Healthcare Triangle Inc and
Devcool Inc |
662 |
Total |
1,791 |
Value of Guarantee |
4,250 |
Loans, guarantees and investments covered under Section 186 of the Act
and Regulation and regulation 34(3) and Schedule V of the SEBI Listing Regulations form
part of the notes to the Financial Statements provided in this Annual Report.
Unsecured Loan from Directors
During the year under review, the Company has accepted an unsecured
loan from Mr. Suresh Venkatachari, who has provided a declaration in writing to that
effect that the amount is not been given out of funds acquired by him by borrowing or
accepting loans or deposits from others.
The outstanding unsecured loan from directors as on March 31,2025 is as
under
(Rs. in lakhs)
S.no Name of the Director |
Outstanding Value of loan
as on March 31,2025 |
1. Mr. R S Ramani1 |
3,137 |
2. Mr. Suresh Venkatachari |
149 |
1 During the FY 2017-18, an unsecured loan was taken from Mr. R S
Ramani, who at the time of the receipt of the amount, was a director of the Company
Disclosure under Rule 8(5)(xii) of the Companies
(Accounts) Rules, 2014
There was no instance of one-time settlement with any bank or financial
institution.
Compliance Culture
Your Company continues to promote a culture in which compliance with
laws, the internal regulations and market standards is seen as an integral part of doing
business. At its core, compliance culture of the Company is guided and supported by many
people to create an environment in which everyone can say and do the right thing. The
Company believes that a successful compliance culture does not view training as a once and
done exercise, but as a continual process aimed at closing knowledge gaps and upskilling
employees.
Board and Committee Meetings
The Board met nine (9) times during the Financial Year 2024-25. The
details regarding the Board meetings and Committee meetings are given separately in the
report on Corporate Governance as Annexure III to this report. The gap
intervening between two meetings of the Board is within the stipulated time frame
prescribed in the Act and SEBI Listing Regulations.
Committees of the Board
The details of the powers, functions, composition, and meetings of the
Committees of the Board held during the year are given in the Report in the Corporate
Governance section forming part of the Annual Report.
Separate Meeting of Independent Directors
During the year, a separate meeting of independent directors was held
on March 28, 2025. The Independent Directors actively participated and provided guidance
to the Company in all its spheres.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company provides for the
roles and responsibilities of the Nomination and Remuneration Committee and the criteria
for evaluation of the Board and compensation of the Directors and senior management.
Further, as per the policy, the said Committee identify potential candidates with
integrity, possessing relevant skill set, expertise and experience for becoming members of
the Board and determining the composition of the Board based on the need and requirements
of the Company from time to time to bring out diversity in the Board and also identify
persons to be recruited in the senior management of the Company and ensure the
compensation packages and other human resource practices are effective in maintaining a
competent workforce and make recommendations relating thereto. The remuneration policy is
available on the website of the Company at https//vww.securekloud.com/investor/policies/8
Nomination-and-Remuneration-Policy.pdf.
Subsidiary Companies
The shares held by the Company in its Subsidiaries / Step-down
Subsidiaries as at March 31,2025 are as follows:
S No Name of the
Company |
Relationship |
% of shares held |
Remarks |
1 SecureKloud Technologies
Inc. (USA) |
Subsidiary |
60.71% |
|
(a) SecureKloud Technologies Inc.
(Canada) |
Step-down subsidiary |
SecureKloud Technologies Inc.
holds 100% |
|
(b) Nexage Technologies Inc. |
Step-down subsidiary |
SecureKloud Technologies Inc.
holds 100% |
|
2 Healthcare Triangle Inc. |
Subsidiary |
SecureKloud Technologies Inc.
holds 5.64% |
The Company, through its
promoter, held majority voting rights without participation in equity |
(a) Devcool Inc. |
Step-down subsidiary |
Healthcare Triangle Inc holds
100% |
|
3 Blockedge Technologies Inc. |
Subsidiary |
100% |
|
4 Mentor Minds Solutions and
Services Inc. |
Subsidiary |
100% |
|
5 Healthcare Triangle Private
Limited |
Subsidiary |
99.99% |
|
The Company, in consequence to few corporate actions, has acquired
controlling interest in the following entities, through its Subsidiary viz. Healthcare
Triangle Inc., after the close of Financial Year and as on the date of this Report:
S. No Name of the Company |
Relationship |
% of shares held |
1 QuantumNexis Inc. |
Step-down subsidiary |
Healthcare Triangle Inc holds
100% |
2 QuantumNexis Sdn Bhd |
Step-down subsidiary |
QuantumNexis Inc. holds 80% |
3 Ezovion Solution P Ltd |
Step-down subsidiary |
QuantumNexis Inc. holds 100% |
A statement under Section 129 (3) of the Act in form AOC-1 is attached
as Annexure IV to this report. The statement also provides details of performance
and financial position of each of the subsidiaries, associate and joint venture. There has
been no material change in the nature of business of subsidiaries.
Consolidated Accounts
The Consolidated Financial Statements of the Company are prepared in
accordance with the provisions of Section 129 of the Act read with Companies (Accounts)
Rules, 2014 and Regulation 33 of SEBI Listing Regulations. The Audited Consolidated
Financial Statements together with the Auditor?s Report forms part of the Annual
Report.
Conservation of Energy
Your Company is a Software Company and hence the operations of the
Company are not energy intensive. The Company employs energy efficient computers and
office equipment. The Company is conscious about environment protection and energy
conservation and strives to evolve new technologies to see to that, the infrastructure is
more energy efficient.
Various practices have been implemented, such as adjusting AC
temperature settings, monitoring AC systems based on occupancy, seasonal adjustments to AC
temperatures, and shutting down unused lights and equipment on respective floors, all of
which are rigorously monitored and enforced. Also implementing regular checks to power
down monitors and machinery during non-operational hours and weekends to reduce IT
equipment power consumption.
Technology Absorption
The Company has always adopted the latest trends and best practices to
build capability in new and emerging technologies. To encourage a culture of innovation in
solving industry challenges, the Company strived to strengthen our collaboration with
healthcare and life sciences enterprises and have institutionalized programs that
encourage employees to contribute ideas. The company has used technology to improve the
work experience of the resources and ensure efficient delivery to the customers by
migrating critical applications to the cloud and ensuring adequate business continuity.
The Company?s operations do not require significant import of technology.
Foreign Exchange
(Rs.in lakhs)
Particulars |
as on March 31,2025 |
Earnings in foreign exchange |
2,863.76 |
Foreign exchange outflow |
- |
Internal Financial Controls
The Company has formulated a framework on internal financial controls
and laid down policies and procedures commensurate with the size and nature of its
operations pertaining to financial reporting. In accordance with Rule 8 (5) (/iii) of
Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to
monitor business processes, financial reporting and compliance with applicable regulations
and they are operating effectively. The systems are periodically reviewed by the Audit
Committee of the Board, for identification of deficiencies and necessary time bound
actions are taken to improve efficiency at all the levels. The Committee also reviews the
observations forming part of internal auditors? report, key issues and areas of
improvement, significant processes and accounting policies.
Disclosure as required under Section 22 of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has formulated a policy on prevention of sexual harassment
at workplace and has put in place a redressal mechanism for resolving complaints received
with respect to sexual harassment and discriminatory employment practices for all genders.
The Company has constituted Internal Complaints Committee which is responsible for
redressal of complaints related to sexual harassment.
Further disclosure under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 has been provided in detail under the
Corporate Governance Report. The Policy is also uploaded on the website of the company
which can be viewed at https//vww.securekloud.com/investor/policies/Sexual-
Harrasment-Prevention-Policy-and-Process-3.0.pd .
Disclosure under the Maternity Benefit Act, 1961
Your Company is compliant with the statutory provisions of the
Maternity Benefit Act, 1961.
Directors and Key Managerial Personnel
As on date of this report, the Board comprises of Six directors, out of
which three are Independent Directors and the Chairman of the Board is an Executive
Director. The details of each member of the Board as on the date of this report forms part
of Corporate Governance report. During the year under review, the following changes were
made to the Board and Key Managerial Personnel:
Appointments:
• Ms. Jayashree Vasudevan has been appointed as the Company
Secretary and Compliance Officer of the Company with effect from May 13, 2024.
• Mr. Venkateswaran Krishnamurthy was appointed as the Whole-time
Director of the Company with effect from January 2, 2025.
• Mrs. Jayanthi Talluri was appointed as an Independent Director
of the Company with effect from January 2, 2025.
Resignations:
• Ms. Roshini Selvakumar, Company Secretary and Compliance Officer
resigned from her position with effect from May 9, 2024.
• Mr. Srinivas Mahankali resigned from the position of Whole-time
Director and Chief Business Officer with effect from January 2, 2025.
• Mr. Biju Chandran resigned from the position of Independent
Director with effect from January 2, 2025.
Further details are captured separately in the Corporate Governance
report.
Director liable to retire by rotation
Pursuant to Section 152 of the Act, Mr. Suresh Venkatachari
(DIN:00365522), Chairman, Director & Chief Executive Officer is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.
The Board of Directors on the recommendation of Nomination and Remuneration Committee
(‘NRC?), recommended his re-appointment for consideration by the Members at the
ensuing AGM.
The following are the Key Managerial Personnel (KMP?s) of the
Company as on March 31, 2025:
• Mr. Suresh Venkatachari, Chairman and Chief Executive Officer
(CEO)
• Mr.Venkateswaran Krishnamurthy2, Whole-time Director
and Chief Revenue Officer (CRO)
• Mr. Ramachandran Soundararajan, Chief Financial Officer
• Mrs.Jayashree Vasudevan3, Company Secretary and
Compliance Officer
Brief resume and other details of the Directors being
appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2
issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI
Listing Regulations, are separately disclosed in the Notice of ensuing AGM.
None of the Directors of the Company are disqualified as per the
provisions of Section 164 of the Act. The Directors of the Company have made necessary
disclosures under Section 184 and other relevant provisions of the Act.
Independent Directors
The Board of Directors of your Company comprises optimal number of
Independent Directors. The following Non-Executive Directors are independent in terms of
Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act:
1. Mr. V V Sampath Kumar (DIN:00879266)
2. Mrs. Panchi Samuthirakani (DIN:09205373)
3. Mrs.Jayanthi Talluri4 (DIN: 09272993)
2 Appointed w.e.f.January 2, 2025
3 Appointed w.e.f May 13, 2024
4 Appointed w.e.f. January 2, 2025
Declaration by Independent Directors
The Company has received declaration of independence from the
Independent Directors under Section 149(6) of the Act, and Regulation 16 (1) (b) and
Regulation 25 of the SEBI Listing Regulations confirming that they meet the criteria of
independence which has been duly evaluated by the Board. The Board is of the opinion that
the Independent Directors of the Company possess requisite qualifications, experience and
expertise and they hold highest standards of integrity (including the proficiency) and
fulfill the conditions specified in the Act read with Rules made thereunder and SEBI
Listing Regulations and are eligible & independent of the management. Further, all the
independent directors have confirmed that they have registered themselves on the
Independent Director?s data bank maintained by the Indian Institute of Corporate
Affairs as mandated by Companies (Appointment and Qualification of Directors) Rules, 2014.
The Independent Directors have complied with the code for Independent Directors prescribed
in Schedule IV to the Act, and in the opinion of the Board, the Independent Director(s)
appointed during the year are persons of integrity, expertise and experience (including
the proficiency).
Familiarization Program for Independent Directors
The Company has in place a familiarization program for its Independent
Directors. The objective of the program is to familiarize Independent Directors on our
Board with the business of the Company, industry in which the Company operates, business
model, challenges etc. through various programs which includes interaction with subject
matter experts within the Company, meetings with our business leads and functional heads
on a regular basis.
The familiarization program and other disclosures as specified under
the SEBI Listing Regulations is available on the Company?s website at
https//vww.securekloud.com/investor/policies/3 Familiarisation-Program-for-
Independent-Directors.pd .
Particulars of Employees
The percentage increase in remuneration, ratio of remuneration of each
Director and Key Managerial Personnel to the median of employees? remuneration as
required under Section 197 (12) of the Act, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure II (a)
to this Report.
A statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure II (b).
Report on Corporate Governance
Pursuant to Regulation 34 (3) and Schedule V of SEBI Listing
Regulations, the Corporate Governance Report forms an integral part and has been enclosed
as Annexure III to this Report.
A Certificate from V. Vasumathy & Associates, Company Secretary in
practice, on the compliance with the conditions of Corporate Governance as stipulated
under the SEBI Listing Regulations is attached as Annexure III (c) to
this Report. The response from management for qualifications made by the Company Secretary
is incorporated at appropriate places.
Auditors Statutory Audit
M/s. K. Gopal Rao & Co., Chartered Accountants (Firm Registration
No. 000956S) were appointed as the Statutory Auditors of the Company for a term of five
years, from the conclusion of the 35th Annual General Meeting (AGM) held on
September 30, 2020, until the conclusion of the 40th AGM to be held in 2025.
Consequently, M/s. K. Gopal Rao & Co., Chartered Accountants,
complete their first term of five consecutive years as the Statutory Auditors of the
Company at the conclusion of 40th AGM of the Company.
Pursuant to Section 139(2) of the Act, the company can appoint an
auditor?s firm for a second term of five consecutive years. M/s. K. Gopal Rao &
Co., Chartered Accountants, have consented to the said reappointment, and confirmed that
their reappointment, if made, would be within the limits specified under Section 141(3)(g)
of the Act. They have further confirmed that they are not disqualified to be reappointed
as Statutory Auditor in terms of the provisions of the Act, and the provisions of the
Companies (Audit and Auditors) Rules, 2014, as amended from time to time. The Auditors
have further confirmed that they have undergone the peer review process conducted by the
Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by
the Peer Review Board of the ICAI.
Based on the recommendation of the Audit Committee, the Board is of the
opinion that continuation of M/s. K. Gopal Rao & Co., Chartered Accountants, as
Statutory Auditors will be in the best interests of the Company
and therefore, the members are requested to consider their
re-appointment as Statutory Auditors of the Company, for a second term of five years, from
the conclusion of the ensuing AGM, till the 45th AGM to be held in the calendar
year 2030, at such remuneration mutually agreed and approved by the Board.
The Auditors? Report for the Financial Year ended March 31, 2025,
does not contain any qualification, reservation, or adverse remark, except for the
following, for which the Management?s response has also been incorporated:
Observation |
Management?s Response |
Concentration risk from
subsidiary may potentially raise doubt about the Company?s ability to continue as a
going concern |
The Company is actively
pursuing growth opportunities across geographies to mitigate the concentration risk.
Investments in emerging businesses, AI platforms, and geographies are being prioritized to
balance the revenue mix over the medium to long term. |
The report is enclosed with the Financial Statements in this Annual
Report.
Secretarial Audit
Pursuant to provisions of Section 204 of the Act read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company engaged the services of V. Vasumathy & Associates, practicing company
secretaries to undertake the secretarial audit of the Company for the year ended March 31,
2025.
The Secretarial Audit Report is enclosed as Annexure I to this
report.
Explanation/comments for qualification, reservation, adverse remark or
disclaimer made by the Secretarial Auditor are given below:
Observation |
Management?s Response |
Draft Minutes of Board and
Audit Committee Meetings held on July 19, 2024 were circulated on August 5, 2024 which is
beyond 15 days as required under Secretarial Standards. |
There was a delay of 3 days which
was due to certain technical issues in the mailing system. The Company shall ensure that
this does not occur in future. |
Certain routine items were not
part of the Agenda, however discussed at the Meeting and taken note by the Board /
Committee and form part of the Minutes of respective meetings. |
Since the routine items were
operational in nature and only an information to the Board was to be given and that did
not require any decision making by the Board/ Committee, they were not included in the
agenda. However, going forward such items will also be included in the Agenda as per the
suggestion of the Auditor for better governance. |
Certain items that would need
deliberations at a Meeting were considered as any other item at the Board or Committee
Meetings. |
Since the items taken up in
‘any other item? were with the approval of the Board of Directors/Committee
members unanimously and duly recorded in the minutes, it does not constitute a violation
of the provisions of Secretarial Standards. |
There was a delay in sending
notice of transfer of unclaimed dividend and shares to IEPF and publication in both
English and Vernacular Newspaper as required under section 124 of Companies Act, 2013 read
with Rule 6 (3) a of I EPF (Accounting, Audit, Transfer and Refund) Rules, 2016. The due
date for transfer of shares was December 5, 2024. The advertisement was published on
October 25, 2024. There was a delay in publishing the said newspaper advertisement in both
English and Vernacular, thereby not providing three months prior notice the shareholders
before the due date of transfer of equity shares to I EPF. Further, the said advertisement
did not contain the due date within which shareholders can claim the unpaid or unclaimed
dividend amount. |
In order to send notices and
make public announcement, the company, through the RTA, has to reconcile with the Unpaid
Dividend Account maintained with HDFC bank. The company and its RTA, despite several
attempts to reconcile, could not complete the reconciliation within the timelines
prescribed due to non-availability of the detailed list of shareholders with the Bank.
Therefore, as a domino effect there was delay in sending notices and making publications
with certain typographical errors which is neither wanton nor deliberate in nature. |
Observation |
Management?s Response |
In Form AOC 2 attached to the
Directors? Report of 2023-24, "the details of material contracts or arrangement
or transactions at arm?s length basis for the Financial Year ended March 31,
2024?,? does not contain the respective values of related party transactions as
required under Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 (2) of the
Companies (Accounts) Rules, 2014. |
Although the value is not
captured in AOC 2, It is pertinent to inform that the material Related party Transactions
including the quantum have been duly approved by the shareholders. The company has
included the value in the subsequent AOC 2. |
As required under
Regulation 24 (1), the Company has not appointed an Independent Director of the Listed
Entity on the Board of Healthcare Triangle Inc. USA and Devcool Inc. USA which are
Material unlisted subsidiaries as per the said regulation. |
The Company was of the initial
view that Regulation 24(1) of SEBI Listing Regulations is applicable only for material
unlisted subsidiaries. Healthcare Triangle Inc., USA is a NASDAQ listed entity and Devcool
Inc. is its subsidiary. |
It has been identified that
Healthcare Triangle Inc. may fall within the definition of material unlisted subsidiary
although listed in NASDAQ stock exchange and therefore, its subsidiary Devcool Inc. may
also fall within this purview. |
It is pertinent here to inform
that Devcool Inc. as on the date of this report does not fall within the definition of
material unlisted subsidiary. While we undertake to appoint an Independent Director on the
Board of Healthcare Triangle Inc. |
Shareholders?
Approval through Postal Ballot dated June 16, 2024 obtained under Regulation 24 (6) for
sale / disposal of assets of SecureKloud Technologies Inc. (Subsidiary) and Healthcare
Triangle Inc. (Step-down Subsidiary). |
The Company in June 2024 obtained
the approval of the shareholders through postal ballot with an over whelming majority of
97.86% without the participation of the promoters. |
However, on August
14, 2024 the identified third-party buyer backed out of the transaction thereby forcing
the management to identify another buyer. Given the criticality of the timelines, it was
decided by the management that the business transfer of SecureKloud Technologies Inc. will
be taken over by Healthcare Triangle Inc. |
The Audit Committee
and Board in its Meetings held on August 14, 2024 only had approved the said business
transfer between the said subsidiaries as required under Regulation 23. However, prior
approval from shareholders was not obtained under Regulation 23 (4) for the Business
Transfer w.r.t. Acquisition of the Cloud and Technology business of SecureKloud
Technologies Inc. (Subsidiary) by Healthcare Triangle Inc. (Step-down Subsidiary). |
Although the Company obtained
the approvals under Regulation 24(6), of SEBI Listing Regulations it fulfilled all the
requirements of Regulation 23(4) of SEBI Listing Regulations which is the related parties
(in this case promoters) to not participate in the voting. |
The listed entity disclosed
on August 31, 2024 about the Acquisition of the Cloud and Technology business of
SecureKloud Technologies Inc. (Subsidiary) by Healthcare Triangle Inc. (Step-down
Subsidiary) vide Agreement for Sale dated August 27, 2024, which was beyond 12 hours as
per the prescribed time limit. |
The delay in disclosure was
due to information flow delays because of time zone difference. The Company regrets this
lapse and has since implemented improved internal processes, including enhanced
coordination mechanisms and real-time monitoring, to ensure prompt receipt and
dissemination of material information. |
Observation |
Management?s Response |
Further, the Asset Transfer
Agreement for the aforesaid transaction was executed on October 21, 2024 which has not
been disclosed to the Stock Exchanges. |
The Board notes the
non-disclosure of the Asset Transfer Agreement executed on October 21, 2024, which was an
inadvertent oversight. The Company takes this matter seriously and has taken immediate
steps to rectify it by strengthening its compliance framework. The Company assures that
such omissions will not recur. |
Memorandum of Understanding
for revision in repayment schedule, entered with Mr. R. S. Ramani, Promoter, on May 29,
2024 was disclosed to Stock Exchanges on June 4, 2024, with a 6 days delay, and does not
contain complete details such as name of the promoter with whom it is entered & date
of signing etc. as required under SEBI Circular No. SEBI/HO/CFD/ CFD-PoD-1/P/CIR/2023/123
dated July 13, 2023. |
The delay in disclosure was
unintentional and the complete details were not captured due to misinterpretation of
Schedule III (PARA A & PARA B) of SEBI Listing Regulations. |
Delay in disclosure of
imposition of fine or penalty by NSE and BSE for the delay in submission of Related Party
Transactions for half-year ended March 31, 2024 [Regulation 23 (9)]. Fine of Rs.5,900/-
was levied by both NSE and BSE on June 28, 2024, which was intimated with a 2 days delay
on July 1, 2024 to both BSE and NSE. |
The correspondence was duly
received from the exchanges after working hours on Friday, June 28, 2024. It is to be
noted that the subsequent two days were designated as non-working days. On the next
working day, the communication was diligently reviewed and intimated. |
Notice of delisting of
Healthcare Triangle Inc. (Step- down subsidiary - Listed at NASDAQ) dated January 14,
2025, by NASDAQ due to delay in holding their Annual General Meeting for the year 2024 was
intimated to the Company on January 21, 2025, which was disclosed to Stock Exchanges with
a delay on January 28, 2025. |
The delay in disclosure was due
to information flow delays because of time zone difference. We will ensure that going
forward we will disclose material information at the earliest. |
The Company has not disclosed
penalties levied by the GST authority on April 26, 2024 amounting to Rs. 4.27 Lakhs and
August 30, 2024 for Rs. 0.42 Lakhs. |
This was an unintentional lapse
due to a misinterpretation of the disclosure requirements under the prevailing regulations
on account of materiality. It is pertinent to inform that the provisions of SEBI Listing
Regulations have been amended in December 2024 to disclose only material penalties and the
said amounts paid as penalties do not fall within the purview. |
Appointment of Auditors of
Healthcare Triangle Inc., (Step-down subsidiary - Listed at NASDAQ) was intimated to the
company on May 13, 2024 which was disclosed to Stock Exchanges with a delay on May 15,
2024. |
The delay in disclosure was due
to information flow delays because of time zone difference. We will ensure that going
forward we will disclose material information at the earliest. |
Internal Audit
M/s. K V Sudhakar, Chartered Accountants, are Internal Auditors of the
Company. The Audit Committee determines the scope of Internal Audit in line with
regulatory and business requirements.
Cost Records and Cost Audit
Maintenance of cost records and requirements of cost audit as
prescribed under the provisions of Section 148(1) of the Act are not applicable for the
business activities carried out by the Company.
Reporting of Fraud
No instance of fraud committed against the Company by its officers or
employees has been reported by either Statutory Auditor or by Secretarial Auditor during
the year under review.
Secretarial Standards
The Company has complied with the applicable secretarial standards (SS
1) on meetings of Board of directors and (SS 2) on general meeting issued by the Institute
of Company Secretaries of India as per Section 118(10) of the Act.
Extract of Annual Return
In accordance with Sections 134(3)(a) and 92(3) of the Act, the draft
Annual Return in form MGT-7 is placed on the website at
https//vww.securekloud.com/investor/annual-report/2024-2025/Draft-MGT7.pdf.
Related Party Transactions
The Board of Directors has adopted a policy on Related Party
Transactions. The objective is to ensure proper approval, disclosure and reporting of
transactions as applicable, between the Company and any of its related parties. All
contracts or arrangements with related parties, entered into or modified during the
Financial Year were at arm?s length basis and in the ordinary course of the
Company?s business. Transactions with related parties, as per requirements of Indian
Accounting Standard 24 are disclosed in the note no. 36 and 34 of the notes forming part
of the standalone and consolidated financial statements respectively in the annual report.
The Company?s policy on related party transactions, as adopted by your Board, can be
accessed on the Company?s website at https/www.securekloud.com/investor/policies/7
Policy-on-Related-Party-Transactions.pdf.
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Act along with the justification for entering into such
contracts or arrangements in Form AOC-2 is enclosed herewith as Annexure V, forming
part of this report.
Code of Business Conduct and Ethics
The Board of Directors has approved a code of conduct and ethics in
terms of Schedule V of the Act, and SEBI Listing Regulations. All the Board members and
the Senior Management Personnel have confirmed compliance with the code for the year ended
March 31, 2025. The annual report contains a declaration to this effect signed by the
Chairman & CEO.
Details of Significant and Material orders passed
by the Regulators or Courts or Tribunals
The list of orders passed by the regulatory authorities has been
captured under a separate section in the Corporate Governance Report.
The Company had since received a notice of recovery of a sum of Rs. 400
Lakhs from SEBI pursuant to their order passed on December 16, 2022. The matter is under
appeal before the Securities Appellate Tribunal ("SAT"). Upon request, the SAT
directed the Company to remit 50% of the dues and granted a stay on the collection of the
balance amount. The Company in the month of June 2025 has duly remitted Rs. 200 Lakhs
towards the demand.
Risk Management
Your Company implemented a risk management framework and has in place a
mechanism to inform the Board members about risk management and minimization procedures
and periodical review to ensure that risks are controlled by the framework.
Evaluation of Board?s Performance
Pursuant to provisions of the Act, and the SEBI Listing Regulations,
annual performance evaluation of the Directors including the Chairperson, Board and its
Committees has been carried out. The Board also conducted an evaluation of independent
directors which included performance of directors and fulfilment of criteria as specified
in Regulation 17(10) of SEBI Listing Regulations, and their independence from the
management, where the independent directors did not participate.
As part of the evaluation process, individual criteria for each of the
exercise was formulated based on the guidance note on board evaluation issued by the
Securities and Exchange Board of India on January 5, 2017 Each member of the
Board/Committee/Director was sent a formal questionnaire designed with qualitative
parameters and feedback based on ratings. According to the Act and SEBI Listing
Regulations, they had to rate each parameter individually. The evaluations were presented
to the Board, Nomination and Remuneration Committee, and the Independent Directors Meeting
for review .
Insolvency and Bankruptcy Code
During the year, there was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016, hence the requirement to disclose
the details of application made or proceeding pending at the end of Financial Year is not
applicable.
Corporate Social Responsibility
In the absence of adequate profits for the year an obligation towards
CSR as mandated by Section 135 of the Act, does not arise.
Software Technology Park
During the year under review, our company has been registered under the
Software Technology Parks of India (STPI) Scheme. The STP Scheme is a 100% export-oriented
scheme for the development and export of computer software, including export of
professional services using communication links or physical media. As a unique scheme, it
focuses on one sector, i.e. computer software.
Directors & Officers Insurance Policy
Your Company has in place an insurance policy for its Directors &
Officers with a quantum and coverage as approved by the Board. The policy complies with
the requirement of Regulation 25(10) of SEBI Listing Regulations.
Director?s Responsibility Statement
In terms of Section 134 (5) of the Act, Board of directors, to the best
of their knowledge and ability, confirm:
i) That in the preparation of the annual accounts for the Financial
Year ended March 31, 2025, the applicable accounting standards had been followed along
with proper explanation relating to material departures.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 March 31, 2025, and of the profit or loss 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 this Act
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 had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
vi) The directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such system is adequate and operating
effectively.
Acknowledgement and Appreciation
The Directors also wish to thank all the employees for their
contribution, support and continued commitment throughout the year.
The Directors take this opportunity to thank the shareholders,
financial institutions, vendors, banks, customers, suppliers and regulatory and
governmental authorities for their continued support to the Company.
For and on behalf of the Board, SecureKloud
Technologies Limited
|
Suresh Venkatachari |
Venkateswaran Krishnamurthy |
|
DIN: 00365522 |
DIN: 10886686 |
|
Chairman and CEO |
Whole-time Director and CRO |
Place: |
San Francisco |
Chennai |
Date: |
August 14, 2025 |
August 14, 2025 |
|