To,
The Members,
CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED
Your Directors have pleasure in presenting the 38th (Thirty Eight)
Annual Report of your Company together with the Audited Accounts for the financial year
ended 31st March, 2023 and the report of the Auditors thereon.
FINANCIAL RESULTS
The summarized results of your Company are given in the table below:
(Figures in Hundreds)
| Particulars |
31-03-2023 |
31-03-2022 |
| Revenue from Operations |
1,31,902.60 |
1.32.187.43 |
| Total Income |
1,31,902.60 |
1,32,187.43 |
| Employee Benefit Expense |
1,00,598.66 |
99.038.83 |
| Depreciation and Amortization Expense |
29.57 |
275.46 |
| Other Expenses |
25,189.35 |
27,045.28 |
| Total Expenditure |
1,25,817.58 |
1,26,359.56 |
| Profit from operations before other income |
6,085.02 |
5,827.87 |
| Other Income |
1,339.43 |
1,704.79 |
| Profit / (Loss) Before Tax |
7,424.45 |
7,532.66 |
| Less : Tax Expense |
2,020.32 |
2,712.68 |
| Profit / (Loss) for the year after Tax |
5,404.13 |
4,819.98 |
| Add : Other Comprehensive Income |
2,729.30 |
20,174.44 |
| Total Comprehensive Income |
8,133.43 |
24,994.42 |
REVIEW OF OPERATIONS:
Turnover for the year ended 31st March, 2023 was Rs. 1,31,90,260/- as
against Rs. 1,32,18,743/- in the previous year. The Company registered a Profit of Rs.
8,13,343/- as against loss of Rs. 24,99,442/- in the previous year.
MATERIAL CHANGES :
The Economic environment in general and more specifically the markets
where the company operates are impacted severally by COVID19 pandemic which has resulted
in large scale disruptions of the business across the globe and your company has also been
effected in general. The operations of the company for were effect the financial year
2022-23. However the company expects that there would not be material impact of the
Pandemic on the company as operations are stabilized now. There Changes and Commitments
which occurred between the end of the financial year to which the financial statements
relate and the date of this Report materially does not effect the financial position of
the Company.
INDUSTRY STRUCTURE AND DEVELOPMENT:
The company is engaged in the business of software development,
providing software development and consultancy services in the fields of software and
allied services. The industry is not expected to grow at the moderate rate compared to the
earlier period and the company is expecting to expand its business areas to capitalize on
the its long standing track record for its growth.
LISTING OF EQUITY SHARES:
The Company's Equity shares are presently listed on BSE Limited and the
Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial
year 2022-2023
DIVIDEND
To conserve the resources in the Expansion of the business operations,
your directors did not recommend any dividend during the year.
TRANSFER TO RESERVES
There was no transfer to Reserves during the financial year under
report as the company has incurred loss during the year the same is adjusted against the
opening balance of reserves.
SHARE CAPITAL
The Authorized Share Capital of the Company remains unchanged during
the financial year 2022-23
CHANGE IN NAUTURE OF BUSINESS, IF ANY:
During the year under review, there has been no change in the nature of
business of the Company.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:
The Company does not have any subsidiaries or associate companies.
Hence the required information under this head is not being attached to the report.
CORPORATE GOVERNANCE:
The Corporate Governance Report and a certificate by the Statutory
Auditors regarding compliance of the conditions of corporate governance by your Company as
stipulated in Listing Regulations SEBI 2015 of the Listing Agreement with Stock Exchanges
are annexed to this Report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations of Independence,
as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet
the criteria of Independence as provided in sub- section (6) of Section 149 of the
Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors duly met 5 times during the year viz 28.05.2022,
13.08.2022, 03.09.2022, 14.11.2022, 14.02.2023. The intervening gap between any two Board
Meetings was within the period prescribed under the provisions of the Companies Act, 2013.
All the recommendations given by the Audit Committee are accepted by the Board.
CHANGE OF DIRECTORS AND MANAGEMENT
No Changes.
Impact of Covid-19 to form part of the board's report which shall
include the following :
World has witnessed covid-19 pandemic which has affected the whole
economic system drastically, however during this period, your company has not been
impacted on adversly as employees were permitted to work from home.
PROVISIONS OF INDEPENDENT DIRECTORS
The performance of the Individual Directors on the Board and the
Committees thereof is done by the Board and the Independent Directors in their exclusive
meeting done as per the policy formulated by the Board in this regard.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Act, and based on
the representations received from the management, the directors hereby confirm that: i. In
the preparation of the annual accounts for the financial year 2022-23, the applicable
accounting standards have been followed and there are no material departures; ii. selected
such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of the Company for the
financial year; iii. and sufficient care to the best of their knowledge and ability for
the maintenance of adequate accounting records in accordance with the provisions of the
Act. They confirm that there are adequate systems and controls for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities; iv.
prepared the annual accounts on a going concern basis; v. laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and operating properly; and vi. devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively
RISK AND RISK MITIGATION POLICY:
The operations of the company are dependent on the export to overseas
markets The international economic environment directly influences the spending patterns
of the industry on the Information Technology. Also with the growing demand for the
skilled manpower and ever growing business environment poses risk of availability of
skilled man power. With the employee friendly policies the company pursued the employee
retention rate has been very high in the company.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall under any of the criteria specified under
the provisions of Companies Act, 2013. Hence the Company has not constituted any committee
and is not required to furnish information required under the provisions of the said Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
There have been no loans, guarantees and investments under Section 186
of the Act during the financial year 2022-2023.
TRANSACTIONS WITH RELATED PARTIES:
There are no related party transactions during the year except that are
entered in the ordinary course of business and on arm's length basis. There were no
materially significant related party transactions between your Company and the Directors,
promoters, Key Managerial Personnel and other designated persons which may have a
potential conflict with the interest of company at large.
Form AOC 2 for disclosure of particulars of contracts / arrangements,
entered into by your company with related parties is attached herewith as Annexure I.
TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with clause (m) of sub section (3) of Section
134 of the Companies Act, 2013 is annexed herewith as Annexure II.
DIRECTORS REPORT:
Particulars of employees pursuant to Section 134 (3) (q) and Section
197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forming part of the Directors' Report
for the year ended 31st March 2023 as Annexure III.
PARTICULARS OF EMPLOYEES:
There are no employees in the company whose names are required to be
furnished as per the information and statement containing particulars of employees
required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) and Rule
5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Nomination and remuneration committee of the Company has affirmed
that the remuneration is as per the Remuneration policy of the Company.
Your Directors take this opportunity to record their deep appreciation
of the continuous support and contribution from all employees of the Company.
EXTRACT OF ANNUAL RETURN:
As required under Sub-Section (3) of Section 92 of the Companies Act,
2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an
extract of Annual Return in Form MGT 9 forms part of this report as Annexure IV.
DEPOSITS:
During the year under review your Company has not accepted any fixed
deposits and, as such, no amount of principal or interest was outstanding as of the
Balance Sheet date.
AUDITORS AND THEIR REPORT :
M/s. SNMR & Associates, Chartered Accountants, Hyderabad was
appointed as Auditors of the Company for a term of 5 (Five) consecutive years at 37th
Annual General Meeting held on 30th September, 2022. They have confirmed that they are not
disqualified from continuing as auditors of the company. The Auditors Report does not
contain any qualifications, reservations, adverse remark or disclaimer. Pursuant to the
expiry of their term of 5 years ,new auditors are being appointed at the ensuring AGM.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 the Company has appointed M/s Aakash Agarwal, Company Secretaries to undertake the
Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Audit
report is annexed herewith as Annexure V
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During
the financial year 2022-2023, the Company has not received any complaints on sexual
harassment.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOP referred to in this Report.
4. Cost Audit is not applicable for the financial year 2022-23.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation for the assistance
and co-operation extended by the Bankers and various State and Central Government
Agencies. Your Directors also thank all the Customers for their continuous support,
Employees for their continued dedicated services, Members for their valuable support and
confidence in the Company.
ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your Directors
also acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.
|
For and on behalf of the Board |
|
For Capricorn Systems Global Solutions Limited |
| Place: HYDERABAD |
|
| Date : 02-09-2023 |
Sd/- |
|
S. Man Mohan Rao |
|
Managing Director |
|
DIN : 00109433 |
|