FY 2022-23
Dear Shareholders,
The Company is pleased to present its Twenty Fifth Annual Report along with the Audited
Financial Statements of your Company for the Financial Year ended March 31, 2023.
1. Financial highlights for the year ended March 31, 2023:
The audited financial statements of the Company as on March 31, 2023 are prepared in
accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and provisions of the Companies Act, 2013 ("Act"). The
summarized financial highlights are depicted below: (Rs. in Crs)
|
March 31, 2023 |
March 31, 2022 |
| I. Revenue from Operations |
453.45 |
310.85 |
| II. Other Income |
9.22 |
3.96 |
III. Total Income |
462.67 |
314.81 |
IV. Expenses: |
|
|
| a) Cost of materials consumed |
194.14 |
91.59 |
| b) Changes in inventories of finished goods, work in progress and
stock-in-trade |
(23.23) |
(5.52) |
| c) Employee benefits expenses |
79.49 |
62.35 |
| d) Finance cost |
7.74 |
10.99 |
| e) Depreciation / Amortization |
8.45 |
6.63 |
| f ) Other expenses |
31.23 |
21.39 |
Total Expenses |
297.83 |
187.43 |
V. Profit before tax |
164.84 |
127.38 |
VI. Tax expense: |
|
|
| a) Income Tax |
40.39 |
32.93 |
| b) Tax pertaining to earlier years |
- |
1.36 |
| c) Deferred Tax |
0.45 |
(0.88) |
VII. Profit(Loss)for the period |
124.00 |
93.97 |
VIII. Other Comprehensive Income |
|
|
| Re-measurement Gain / (Loss) on Defined Obligations Benefit |
(1.36) |
(1.54) |
| Income tax on above |
0.34 |
0.39 |
Other Comprehensive Income/(Loss) for the year |
(1.02) |
(1.15) |
IX. Total Comprehensive Income for the year |
122.98 |
92.82 |
X. Earnings per equity share of Rs 2 each fully paid |
|
|
| Basic and diluted (In INR) |
23.80 |
19.48 |
2. Business and Operations Review:
The key aspects of your Company's performance during the financial year 2022-23 are as
follows:
a) Revenue
Total revenue of your Company for FY 2022-23 stood at INR 462.67 Crores as against INR
314.81 Crores for FY 2021-22 marking an increase of 47%. Your Company achieved this
revenue growth despite the supply chain challenges.
This revenue growth was contributed by increase in Order inflow of both development and
production orders and timely execution of the same. Revenue from all product categories
showed a good growth during the year. Radar and Electronic Warfare products contributed
INR 267.58 Cr. to the revenue as against INR 152 Cr. for the previous year..
b) Operating and administrative expenses
Operating and administrative expenses (comprising of cost of material consumed,
employee cost and other administrative expenses) during FY 2022-23 were INR 281.64 Crores,
an increase of 65.9% over the previous year figure of INR 169.81
c) Depreciation and amortization expenses
Depreciation and amortization expenses during FY 2022-23 were INR 8.45 Crores, an
increase of 27.6% over the previous year's figure of INR 6.63 Crores, mainly on account of
Completion of new infrastructure, addition to Plant & machinery and computers.
d) Finance Costs
Finance costs reduced by 29.6% in FY 2022-23 (INR 7.74 Crores as against INR
10.99 Crores in FY 2021-22), mainly due to reduced borrowing on account of better working
capital management. All the loans were repaid out of IPO & QIP proceeds and your
Company is net zero debt Company now.
The Company operates only in one business segment i.e. manufacture, sale and service of
defense electronics, and hence does not have any reportable segment as per Indian
Accounting Standard 108 "operating segments"
3. Qualified Institutional Placement
In accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018 and other applicable guidelines of SEBI and Members approval, the Company has issued
and allotted 4,097,319 equity shares of face value Rs. 2 each by way of Qualified
Institutional Placement Institutional Buyers at an issue price of Rs.1,220.31 Qualified
per Equity Share (including a premium of Rs. 1218.31/- per Equity Share) on March 13,
2023.
4. Utilization of Proceeds of IPO and QIP: .
The proceeds of funds raised under Initial Public Offering (IPO) of the Company are
being utilized as per Objects of the Issue. The details of utilization of proceeds from
IPO and pre-IPO placement, net of IPO expenses (inclusive of GST) are as follows:
(Rs. in Crs)
Particulars |
As per the objects of the issue |
Utilized upto March 31, 2023 |
Un-utilized as at March 31, 2023 |
Prepayment or repayment of outstanding borrowings availed by our
Company |
60.08 |
60.08 |
- |
| Working capital requirements (Including Dividend Payment) |
95.19 |
66.68 |
28.51 |
| Upgradation and expansion of existing facility |
59.84 |
38.37 |
21.47 |
| General Corporate purposes |
66.31 |
65.08 |
1.23 |
Total |
281.42 |
230.21 |
51.21 |
Out of the total fund raised by the Company under IPO, an amount of Rs. 51.21 crores is
unutilized as on March 31, 2023.
The proceeds of funds raised under Qualified Institutional Placement of the Company are
planned to be utilized as per Objects of the Issue. The disclosure in compliance with the
Regulation 32 (7A) of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 and the details of utilization of proceeds from QIP, net of QIP expenses
(inclusive of GST) are as follows:
Particulars |
As per the objects of the issue |
Utilized upto March 31, 2023 |
Un-utilized as at March 31, 2023 |
| Funding working capital requirements of our Company |
168.00 |
- |
168.00 |
| Investment in product development by our Company |
167.24 |
- |
167.24 |
Repayment/ prepayment, in full or part, of certain borrowings availed
by our Company |
25.00 |
25.00 |
- |
Funding capital expenditure towards setting up an EMI-EMC Testing
Facility |
15.23 |
- |
15.23 |
| Funding acquisition of land (including building) |
7.75 |
- |
7.75 |
| General corporate purposes |
104.51 |
0.00 |
104.51 |
Total |
487.73 |
25.00 |
462.73 |
Out of the total fund raised by the Company under Qualified Institutional Placement, an
amount of Rs.462.73 crores is unutilized as on March 31, 2023.
5. Capital Expenditure:
During the financial year 2022-23, the Company added Rs. 74.47 Crores to its gross
block with capital expenditure, including Right to the Assets (ROU) which comprised
Rs.47.22 Crores on building & lease, Rs.10.77 Crores on technology infrastructure, Rs.16.48
Crores on physical infrastructure and the balance Rs.1.03 Crores on intangible asset
addition.
6. Liquidity:
The Company maintains a comfortable cash balances to meet its strategic objectives. The
liquid assets stood at Rs. 544.53 Crores at the end of the year against Rs. 177.07
Crores in the previous year. The Company's cash balance as on March 31, 2023 was Rs.
214.78 Crores.
7. Share Capital:
At the end of the current financial year, the Company's paid-up Equity Share Capital
stood at Rs. 11,19,67,938/- consisting of 5,59,83,969 fully paid-up equity shares of Rs.
2/- each.
8. Net worth:
As of March 31, 2023, the Company's net worth stood at Rs. 1,167.08 Crores
against Rs. 574.51 Crores at the end of the previous financial year
9. Dividend:
The Company has paid a final dividend of Rs. 3.5/- per equity share amounting to INR
18.16 Cr. for FY 2021-22, which was approved by the shareholders in the last AGM held on
September 06, 2022.
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is available on the website of the Company. The weblink for the same is
https://www.datapatternsindia. com/investors/files/Dividend_Distribution_Policy.pdf
10. Transfer to Reserve:
As permitted under the Companies Act, 2013, the Board of Directors do not propose to
transfer any sum to the General Reserve in FY 2022-23.
11. Directors and Key Management
Personnel (KMP):
Ms. Sabitha Rao, (DIN: 06908122) Independent Director, ceased to be Director with
effect from December 31, 2022 due to her sad demise. The Board of Directors is thankful to
her and appreciates her for the services rendered by her. The Board of Directors, based on
the recommendation of the Nomination and Remuneration Committee has appointed
Ms. Anuradha Sharma, (DIN: 01965605) as Independent .Director during the year with
effect from January 28, 2023.
In the opinion of the Board, the independent director appointed during the year possess
requisite integrity, expertise, experience and proficiency.
Ms. Manvi Bhasin, Company Secretary and Compliance Officer (KMP), resigned from the
said position effective May 13, 2023. The Board of Directors appreciates her for the
services rendered by her to the Company.
The Board of Directors, based on the recommendation of the Nomination and Remuneration
Committee has appointed Mr. Prakash R, as Company Secretary and Compliance Officer (KMP)
with effect from May 13, 2023.
Directors retiring by rotation
Pursuant to the requirements of the Companies Act, 2013, Mr. Mathew Cyriac (DIN:
01903606) retires by rotation at the ensuing Annual General Meeting and being eligible,
offer himself for reappointment.
The Board recommends the appointment/reappointment of above Directors for your
approval.
Brief details of the Director proposed to be appointed/ re-appointed as required under
Regulation 36 of the SEBI Listing Regulations are provided as part of the Notice of Annual
General Meeting.
12. Subsidiaries and Branches:
The Company has no subsidiaries. Hence, there is no requirement to prepare Consolidated
Financial Statements, which shall form a part of this Annual Report. Further the
requirement to provide salient features, performance and financial position of the
subsidiaries in the Form AOC I is not applicable to the Company. The Company has and
branch
Thiruvananthapuram.
13. Annual Return:
The Annual Return in Form MGT-7 for the financial year ended March 31, 2023, as
prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with
Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed
on the website of the Company. The weblink for the same is https://www.
datapatternsindia.com/investors/agm.php
14. Number of Meetings of the Board:
The Board met 5 (Five) times during the financial year ended March 31, 2023. The said
meetings were held on April 19, 2022; May 23, 2022; August 02, 2022; October 31,
2022 and January 28, 2023.
The Corporate Governance Report has details of these meetings. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013, and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
15. Corporate Governance and Management
Discussion and Analysis Report:
A separate section on Corporate Governance, which is a part of the Board's Report, and
the certificate from the Company's Secretarial Auditors confirming compliance with
Corporate Governance norms as stipulated in the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, are included in the Annual Report. The
Company has taken adequate steps for strict compliance with Corporate Governance
guidelines as amended from time to time. In compliance with Regulation 34 of the SEBI
Listing Regulations, separate section on Management Discussion and Analysis, as approved
by the Board, which includes details on the state of affairs of the Company, forms part of
this Annual Report.
16. Business Responsibility and Sustainability Report:
Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations, the requirement of
submitting a Business Responsibility Report was discontinued after the financial year 2021
22 and thereafter, with effect from the financial year 2022–23, the top one thousand
listed entities based on market capitalisation as at the end of respective financial year
shall submit a Business Responsibility and Sustainability Report (‘BRSR').
Accordingly, the said BRSR describing the initiatives taken by the Company from
Environment Social and Governance (ESG) perspective as required in terms of the above
provisions, separately forms part of this Annual Report.
17. Declaration given by Independent Directors:
All the Independent Directors of the Company have given their declaration under Section
149(7) of the Companies Act, 2013, confirming that they comply with the criteria of
independence as laid down in Section 149(6) of the Companies Act, 2013, and Regulation 25
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,
for being an Independent Director of the Company.
18. Policy on Directors' appointment and remuneration:
The Company has a policy in place on Directors' appointment and remuneration, including
criteria for determining qualification, positive attributes, independence of a Director
and other matters as required under Section 178(3) of the Companies Act, 2013, and
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended. There has been no change in this policy since the last financial year. The
policy is disclosed on the website of the Company. The weblink for the same is
https://www.datapatternsindia.com/investors/files/
Remuneration_offithe_Directors_Key_Managerial_ Personnel_and_other_employees.pdf
19. Particulars of loans, guarantees, or investments:
The Company has neigther given any loan to any person, nor provided any guarantee or
security to any other body corporate, or person in connection with a loan, during the
financial year which attacts the provisions of section 186 of the Companies Act, 2013. It
has not acquired through subscription, purchase, or otherwise the securities of any other
body corporate.
20. Particularsofcontractsorarrangements with related parties:
None of the transactions with related parties fall under the scope of Section 188(1) of
the Companies Act, 2013. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in the prescribed Form AOC-2 is not applicable
to the Company and hence does not form part of this report. The policy on
Materiality of Related Party Transactions, as approved by the Board of Directors, is
available on the website of the Company. The weblink for the same is
https://www.datapatternsindia.com/investors/ files/Related_Party_Transactions_Policy.pdf
None of the Directors, apart from receiving director's sitting fees/remuneration, have
any material pecuniary relationship or transactions with the Company.
21. Material changes and commitments, if any,affectingthe the Company:
No material changes or commitments affecting the financial position of the Company have
occurred between the end of the financial year to which the Company's financial statements
relate and the date of the report.
22. Transfer to Investor Education and Protection Fund ("IEPF"):
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. Further, according to the
Rules, the shares on which a dividend has not been paid or claimed by the shareholders for
seven consecutive years or more shall also be transferred to the Demat account of the
IEPF.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven
years and therefore no amount is required to be transferred to Investor Education and
Provident Fund under the Section 125(1) and Section 125(2) of the Act.
23. Conservation of energy, research and development, technology absorption, foreign
exchange earnings and outgo:
A) Conservation of energy:
i. Steps that impact energy conservation:
• All old CFL lamps used in the Company are being replaced by energy efficient LED
lights in stages.
• Motion sensors installation is being tried out in a couple of areas and we
intend to implement soon in other areas
• We have installed VRF AC systems in all cabins of new building which are energy
efficient.
• We have installed CFD drives for the chilled water AHUs by which we save about
20 - 25% of energy.
ii. Steps taken to utilize alternative energy sources:
The Company have installed Solar Power System on the roof of our new building with a
capacity of about 30 kW. On an average we generate about 1900 kWH per day.
iii. Capital investment on energy conservation equipment:
The Company has invested Rs.2.12 Cr for installation of Solar Power System on the
roof of our new building.
(B) Research & development and technology absorption:
A separate section on highlights of the year forms part of this Annual Report.
(C) Foreign exchange earnings and outgo:
Foreign exchange earned during the year in terms of actual inflows was Rs.68.14 Cr.
(Previous year - Rs. 37.75 Cr.) whereas foreign exchange outgo during the year in terms of
actual outflows was Rs.212.36 Cr. (Previous year - Rs. 82.86 Cr.).
The current year's inflows and outflows are regarding the movement of funds into and
outside India in foreign currency against export and import of goods respectively in the
normal course of the business.
24. Risk management:
Company's Risk Management Framework is designed to help the organization, which meet
its objective through alignment of operating controls to the mission and vision of the
Company. The Board of Directors of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company. The committee is
responsible for formulating relevant Risk Management Policy for identifying risks,
assessment of its impact in Company's business, required action plan for mitigating the
risks and ensuring its effectiveness. The audit committee has additional oversight in the
area of financial risks and controls. The Risk Management Framework, institutionalized,
strives to ensure a holistic, mutually exclusive and collectively exhaustive allocation of
risks by identifying risks relating to key areas such as operational, regulatory, business
and commercial, financial, people, cyber security, etc. Using this framework, we aim to
achieve key business objectives, both in the long term and short term, while maintaining a
competitive advantage. The Company is committed to effectively managing its operational,
financial and other risks to achieve a balance between acceptable levels of risk and
reward. The Company has formulated an Enterprise Risk Management Policy (ERM) in
compliance with Regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and provisions of the Companies Act, 2013, which requires the Company to
lay down procedures about risk assessment and risk minimization.
The scope of the ERM Policy covers risks across all levels of the organization,
considering the internal and external context. The Enterprise Risk Management of the
Company includes: Risk Management framework which comprises of: a) Identifying and
assessing a broad array of internal and external risks that could adversely impact the
achievement of organizational goals and objectives in a structured manner. b) Ensuring
appropriate ownership and accountability of risks. c) Developing and implementing
appropriate risk mitigation and monitoring plans by risk owners including systems and
processes for internal control of identified risks and business continuity plans d)
Establishing a program structure that engages functional leaders across Company to
identify and prioritize risks consistent with the Risk tolerances. e) Providing senior
leadership / Board with key timely information to make risk-informed decisions. f)
Providing reasonable assurance with respect to organization's ability to achieve its
strategic and business objectives.
Risk Management in the Company includes identification, assessing, monitoring and
mitigating various risks through a process that comprehensively evolved over the years.
Regular communication and the review of risk management practice provides the Company with
important checks and balances to ensure the efficacy of its risk management program. Over
the last few years, the Company has developed comprehensive internal financial control
processes and procedures that could effectively mitigate the overall organizational risks.
25. Adequacy of internal financial controls:
Pursuant to the Companies Act 2013, the term Internal Financial Control (IFC) means the
policies and procedures adopted by the Companies for ensuring the orderly and efficient
conduct of its business including adherence to Company's policies safeguarding of its
assets, prevention and detection of errors and frauds, completeness and accuracy of its
accounting records and timely preparation of reliable financial statements.
Your Company has put in place the required internal control systems and processes
commensurate with its size and scale of operations. This ensures that all transactions are
authorized, recorded, and reported correctly, and assets are safeguarded and protected
against loss from unauthorized use or disposition. In addition, there are operational
controls and fraud risk controls, covering the entire spectrum of
Internal Financial Controls. The internal financial controls are adequate and operating
effectively.
The Audit Committee of the Board of Directors regularly reviews execution of Audit
Plan, the adequacy and effectiveness of Internal audit systems, and monitors
implementation of internal audit recommendations including those relating to strengthening
of company's risk management policies and systems.
During the year, an Internal Financial Control (IFC) audit concerning financial
statements was done by the Statutory Auditors. Their report is annexed as part of the
Independent Auditor's Report.
26. Corporate social responsibility:
We approach community care with the same zeal and our business. We have a committed
implementation team to carefully choose and craft initiatives in alignment with current
and future needs of the nation. We believe in positive relationships that are built with
constructive engagement which enhances the economic, social and cultural wellbeing of
individuals and regions connected to our activities. We continuously engage in dialogues,
consultation, coordination and cooperation with community members to improve our
sustainability performance and reduce business risks.
Corporate Social Responsibility (‘CSR') Committee has been constituted pursuant to
Section 135 of the Companies Act, 2013.
Details of the composition of the Committee, meetings held, attendance etc. along with
policy developed and implemented by the Company as part of its CSR programme and other
initiatives taken during the year are given in Annexure 1 as required under Section
135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended.
Key highlights of the CSR activities undertaken by the Company:
Data Patterns had disbursed Rs. 1.54 crores as CSR funding for the financial year
2022-23 as against Rs.0.76 crores for the previous year, the details of the beneficiaries
and the work they do
S.No. |
NGO / Partner Name |
Area of CSR |
CSR Project |
Amount Spent (INR Crs) |
| i) |
Clean Coonoor |
Environment |
Solid Waste Management |
0.15 |
ii) |
Jayam Trust |
Promoting Special Education |
Construction of special school with residential facility for Autism,
ADHD, Intellectual and Learning Disabilities |
0.15 |
iii) |
Bharat Kalachar |
Promoting Art and Culture |
Promote and create cultural awareness and appreciation of our
classical fine arts amongst youngsters. |
0.11 |
iv) |
Akila Bharatha Mahila Seva Samaja (ABMSS) |
Healthcare |
To provide safe and accessible treatment for needy children born with
cleft and facial deformities |
0.10 |
| v) |
By Company |
Skill development |
On the Job training under NAPs, NEEMs etc., |
1.03 |
|
|
|
Total |
1.54 |
i) Clean Coonoor Project:
This funding is towards one of our CSR objectives - ensuring environmental
sustainability, ecological balance, protection of flora
Solid Waste Management as a Public Private Partnership between Coonoor Municipality
& Clean Coonoor Objectives:
• Safe Disposal of all waste generated in Coonoor by organized segregation and
collection
• Redressal of all waste littered and dumped
• Creation of awareness among the households
• Prevent soil erosion and landslides during heavy rains in the long run The
ultimate goal of the Partnership is, "Zero Waste - defined as the conservation of all
resources by means of responsible production, consumption, reuse, and recovery of
products, packaging and materials without burning and with no discharges to land, water or
air that threaten the environment or human health".
The need for a comprehensive Solid Waste Management Plan on a programmatic basis, was
based on two main observations made during the many cleanups organised by Clean
Coonoor-That even though the municipality had a system of daily garbage collection in
place catering to a population of 45,494 individuals living in 12,772 households, 30% of
the trash generated on a daily basis still went uncollected and ended up being dumped at
road margins, forest fringes, waterbodies, and such, and Disposal of the waste collected,
which was subjected to open-dumping at the 12.35 acre municipal dumpsite at Ottupattarai.
Environmental hazards such as spontaneous fires, foul odours, and leachate entering the
soil and water sources, soon led to legal implications, and the ‘Green Tribunal' soon
intervened and issued instructions to the municipality to clear up all the accumulated
waste, and prevent further buildup of the same.
ii) Jayam Trust:
This funding is towards one of our CSR objectives - promoting education, including
special education and employment enhancing vocation skills especially among children.
Jayam Special School is providing Special Education and Therapeutic rehabilitation
services for children with Intellectual Disability, Autism Spectrum Disorder and Specific
Learning Disability, since 2011. and fauna.
At present, they are providing day care center for 100 students with special needs
(including 72 boys and 28 girls) and residential care facility for 20 boys. The age group
of students ranges from 4 years to 26 years and all students belong to lower
socio-economic background. The school has admitted till date 450 students and around 15%
of students have joined the mainstream schools with the support of special and remedial
education services. They are the one and only Special School under Intellectual Disability
Category in Thiruvallur District and got the recognition in the year 2016 under State
Board Syllabus to follow SSLC Exams. They also provide Special Education, Vocational
Training, Therapy services and Special Olympic program, Yoga, Computer Training,
Counselling services, Remedial education for children with special needs.
Presently, they are located at Padi, Chennai in a limited space (2400 sq. ft. approx.,
spread across G+2 floors) rented old building accommodating 120 students. To fulfill of
accommodating students in their own premises and to accommodate additionally 80 students,
they bought a land at Ayappakkam, Chennai, and constructing a building (5600 sq. ft.) at
an estimated cost of Rs. 150 lakhs.
iii) Bharat Kalachar:
This funding is towards one of our CSR objectives-promotion and development of
traditional arts and handicrafts. Founded by Mr YG Parthasarathi and his wife Padma Shri
Mrs. YGP as she is fondly remembered, Bharat Kalachar Chennai gives awards to outstanding
persons in the field of vocal, violin, Bharatanatyam, fine arts, & nadaswaram, Drama;
encourages and trains talented flute children. Gives children from backward socio-economic
status the opportunity to perform on stage including visually impaired children. Give
scholarships to exceptionally talented children to pursue their art.Conducts arts festival
every year during the Tamil month of Margazhi and during Pongal (Dec/Jan)
iv) Akhila Bharatha Mahila Seva Samaja (ABMSS):
Akila Bharatha Mahila Seva Samaja (ABMSS) was set up in the year 1993 in Bangalore to
promote the social causes of child and people welfare. Over the years, the organization
has morphed from a catalyst, supporter, promoter, and sponsor for many causes. Since 2013,
the organization went on to add cleft work as its flagship programme. At ABMSS, the
surgeries funded are assessed, outcome measured, cost controlled and safety is given
paramount importance.
More importantly, the children (patients / beneficiaries) are counseled through their
journey of change.
Holistic treatment and rehabilitation of children with cleft palate.
The amount donated by Data Patterns was utilized to perform correctional surgery on 33
children between the ages 0-15.
Awareness camp for identifying cleft patients
To maximize the positive impact in the lives of the cleft children, ABMSS strives to
create knowledge and acceptance among general public. For this reason, ABMSS conducts its
cleft awareness camps in the rural pockets as well as in urban slums of India. Its Project
animators go far flung places, meet with the Anganwadi workers, ASHA Health workers,
conduct awareness programmes in schools with the help of RBSK and SSA, public places to
educate people about the cleft condition and tell them about our free cleft surgery
services.
Outreach Mission for Inaccessible Cleft Patients
ABMSS mission is design to aim to provide much-needed support and medical assistance to
individuals who are unable to access cleft treatment due to various barriers. These
missions typically involves traveling to remote areas or underserved communities and
setting up medical camps where patients can receive cleft surgeries, and other related
treatments. The outreach mission also focuses on educating local communities about cleft
lip and palate and raising awareness about the importance of early intervention and
treatment. Through this initiative, ABMSS pivot to ensure that no cleft child is left
behind in their journey towards a healthy and promising life.
v) Skill Development:
The Company provides Skill development training to apprentices under Apprentice Act,
1961 and National Employability Enhancement Mission. Ministry of Corporate
Affairs vide office memorandum dated 12/2/2016, has permitted to utilize the CSR funds
for the Apprenticeship training which includes expenditure on basic training and stipend
paid to apprentices. During the financial year the Company has spent an amount of Rs.2.22
Cr. on the above trainings. Out of the said amount the Company is considering an amount of
Rs.1.03 Cr under CSR expenses.
27. Composition and recommendation of the audit committee:
The Audit Committee of the Company has been constituted in line with Section 177 of the
Companies Act, 2013, read with Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The members of the Audit Committee are: i. Mr.
Sowmyan Ramakrishnan, Chairman ii. Mr. Prasad Raghava Menon, Member iii. Dr. Sastry
Venkata Rama Vadlamani, Member iv. Ms. Sabitha Rao, Member (Ceased to be a member with
effect from December 31, 2022) v. Ms. Anuradha Sharma (Appointed as a member of the
Committee with effect from April 17, 2023) During the year, the Board accepted all
recommendations of the Audit Committee.
28. Code of Conduct:
The Company has in place Code of Conduct for its Board of Directors and Senior
Management Personnel in addition to the Business Conduct Policy of the Company. A copy of
the Code of Conduct is available on the website of the Company. The weblink for the same
is https:// www.datapatternsindia.com/investors/files/Code_of_
Conduct_for_Directors_and_Senior_Management.pdf. The compliance of the Code of
Conduct have been affirmed by the Directors and Senior Management Personnel annually.
A declaration on confirmation of compliance of the Code of Conduct, signed by the
Company's Chairman and Managing Director is published in this Annual Report.
29. Vigil mechanism (Whistle Blower Policy):
Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule
7(1) of Companies (Meeting of Board and its Powers) Rules, 2014, the Company has
established the Vigil Mechanism for the genuine concerns and grievances of its Directors
and Employees and also nominated Ms. Rekha Murthy Rangarajan, Whole Time Director of the
Company, to play the role of Grievances
Officer for the purpose of vigil mechanism to whom other Directors and Employees may
report their concerns, in terms of Rule 7(3) of Companies (Meeting of Board and its
Powers) Rules, 2014. There were no complaints/grievances received during the financial
year under consideration.
The Company has formulated and adopted a vigil mechanism policy for employees to access
the Management in good faith and to report concerns about care unethical behavior,
improper practices, actual or suspected fraud, or violation of the code of conduct. It
also provides for adequate safeguards against the victimization of employees who avail the
mechanism and allows direct access to the chairperson of the Audit Committee in
exceptional cases. During the year, no person was denied access to the Audit Committee.
The Whistle Blower Policy of the Company is available on the website of the Company.
The weblink for the same is https://www.datapatternsindia.com/investors/
files/Whistle_Blower_Policy
30. Details of application made or any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year along with their status as at the end of the
financial year:
There were no applications made or any proceedings are pending under the Insolvency and
Bankruptcy Code, 2016 during the year.
31. The details of the difference between the amount of the valuation done at the time
of one-time settlement and the valuation done while taking a loan from the banks or
financial institutions:
There was no instance of any one-time settlement or any requirement of a valuation for
any loan from the banks or financial institutions during the year.
32. Directors' responsibility statement as required under Section 134(5) of the
Companies Act, 2013:
Under Section 134 (5) of the Companies Act, 2013, the Directors confirm that:
a) For the preparation of the annual Financial Statements, the applicable accounting
standards were followed, accompanied by a proper explanation relating to material
departures;
b) Accounting policies were selected and applied consistently; fair judgment was used,
and prudent estimates made to give an accurate view of the Company's state of affairs at
the end of the financial year, and it's profit and loss for that period;
c) taken for maintaining Properand adequate accounting records as per provisions of
this Act to safeguard the Company's assets to prevent and detect fraud and other
irregularities;
d) Annual Financial Statements were prepared on a going concern basis;
e) The Company has laid down Internal Financial Controls and that such internal
financial controls are adequate and these were operating effectively; and
f) Proper systems were devised to ensure compliance .pdf with all applicable laws, and
such systems were adequate and operating effectively.
33. Board evaluation:
Under the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors of the
Company, in their meeting held on May 13, 2023, evaluated its performance, that of its
committees and Individual Directors, including Independent Directors.
No Director participated in his/her own evaluation. The Independent Directors reviewed
the Non-Independent Directors, Chairman, and the Board at a separate meeting of
Independent Directors held on March 27, 2023. The Board of Directors was evaluated on
various criteria, including attendance, participation in Board meetings, involvement by
providing advice, guidance, suggestions on the business front, and the willingness and
commitment to devote the time necessary to fulfil his/her duties.
The Independent Directors were also evaluated based on the performance, professional
conduct, roles, and duties as specified in Schedule IV of the Companies Act, 2013, and
based on the fulfilment of the Independent Director criteria as specified in Regulation 17
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board
evaluation was based on composition and statutory compliance, understanding business
risks, adherence to process and procedures, overseeing management procedures for enforcing
code of conduct, ensuring various policies, including the Whistle Blower Policy, were in
force. The Board of Directors is of the opinion that the Independent Directors possess
integrity, expertise, and experience, including proficiency.
34. Criteria for making payment to Non-Executive Directors:
The Nomination and Remuneration Committee and the Board of Directors considered the
following criteria while deciding on the payments to be made to Non-Executive Directors:
• Company performance.
• Maintaining independence and adhering to Corporate Governance laws.
• Contributions during meetings and guidance to the Board on important Company
policy matters.
• Active participation in strategic decision-making and informal interaction with
the management.
There was no payment made to Non-Executive Directors apart from the sitting fees paid
for attending Board and Committee meetings.
Based on the recommendations of the Nomination and Remuneration Committee, the Board of
Directors has proposed payment of commission to Non-Executive
Directors from the financial year 2023-24. The said proposal forms part of the Notice
of 25th Annual General Meeting for the approval of shareholders.
35. Familiarization programme:
The Company has a familiarization programme for Independent Directors under Regulation
25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended. It aims to provide Independent Directors of the Company an insight to enable
understanding of the business in depth and contribute significantly to the Company.
Overview and details of the programme for Independent Directors have been updated on the
website of the Company. The weblink for the same is
https://www.datapatternsindia.com/investors/files/
Familiarization_of_Independent_Director.pdf
36. Policy for determining material subsidiaries:
Pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, a policy for determining material
subsidiaries is not applicable to the Company since the Company doesn't have any
subsidiary.
37. Particulars of employees:
In accordance with the provisions of Section 197 of the Companies Act, 2013, read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, a statement containing the names of top 10 employees in terms of
remuneration drawn during the financial year and that of every employee employed
throughout the financial year and in receipt of a remuneration of Rs. 1.02 crore or more
per annum or employed for part of the financial year and receipt of Rs. 8.50 lakh per
month is annexed and forms a part of this Report in Annexure-2 (A) and the ratio of
remuneration of each Director to that of median employees' remuneration, as per Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, is part of this Report in Annexure-2
(B).
38. Public deposits:
The Company has not accepted or renewed any public deposits and, as such, no amount of
principal or interest was outstanding on the Balance Sheet as of date.
39. Statutory Auditors:
R.G.N. Price & Co, (FRN No:002785S) Chartered Accountants, was re-appointed as the
auditors of the company in the 21st Annual General Meeting to hold the Year
2019-20 to 2022-23 till the conclusion of the 25th Annual General Meeting.
R.G.N. Price & Co. has completed 10 years with the Company as Statutory Auditors.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with The
Companies (Audit and Auditors) Rules, 2014, and based on the recommendations made by the
Members of Audit Committee, the Board of Directors at their meeting held on May 13, 2023,
considered and recommended to the Members of the Company, for their approval, the
appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory
Auditors of the Company from the conclusion of 25th Annual General Meeting till
the conclusion of 30th Annual General Meeting of the Company.
The report issued by the Statutory Auditors to the members for the financial year ended
March 31, 2023, does not contain any qualification, reservation or adverse remark, or
disclaimer.
40. Internal Auditors:
M/s. QED Corporate Advisors LLP, Chartered Accountants, is the internal auditors of the
Company. As prescribed under Section 138 of the Act, M/s QED Corporate Advisors LLP,
Chartered Accountants, carried out the internal audit reservations, of the Company for FY
2022-23. The internal audit was completed as per the scope defined by the Audit Committee
from time to time.
41. Secretarial Auditors:
Pursuant to Section 204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed
CS A Mohan Kumar, Practising Company Secretary (COP No. 19145) as the Secretarial Auditor
of the Company for the financial year 2022-23.
The Secretarial Audit Report issued by CS A Mohan Kumar, Practising Company Secretary
is annexed and forms a part of this Report in Annexure-3.
The response to the observations provided in paragraph 3 at Page 49 of the secretarial
audit report are as follows:
The Company has made the prior intimation to the Stock Exchanges by considering 5 days
instead of 5 clear days. The said delay was inadvertent and a one-time event.
The and material orders Company has paid the fine and complied. On another instant of
delay the Company has filed the disclosure in line with the earlier provisions of
Regulation 23 (9) of SEBI (LODR)and Regulations, 2015. This timeline was reduced from 30
days to 15 days effective from 01 April 2022, which inadvertently skipped the notice of
the Company. The Company has paid the fine and complied.
42. Cost Record and Cost Auditors:
The Company has appointed CMA G. Sundaresan, (FRN.No. 101136) Practicing Cost
Accountant to conduct audit of cost records of the Company for the year ended March 31,
2023. The Company has maintained the cost accounts and records in accordance with Section
148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
The Board of Directors has re-appointed CMA G. Sundaresan, Practicing Cost Accountant,
(FRN.No. 101136) as Cost Auditor of the Company for a period of 3 years from financial
year 2023-24 to 2025-26, at such remuneration as may be determined by the Board of
Directors of the Company (including its committees thereof) and recommended the same to
the Shareholders for approval in the 25th Annual General Meeting.
The Cost Auditors' Report of FY 2021-22 did not contain any adverse remarks or
disclaimers qualifications, and no frauds were reported by the Cost Auditors to the
Company under sub-section (12) of Section 143 of the Act.
43. Secretarial Standards:
Pursuant to Section 205 of the Act, the Company complies with the applicable
Secretarial Standards as mandated by the Institute of Company Secretaries of India
(‘ICSI') to ensure compliance with all the applicable provisions read together with
the relevant circulars issued by MCA during pandemic.
44. Details in Respect of Frauds Reported by Auditors under Section 143(12) of the
Companies Act, 2013:
During the year under review, no frauds were reported by the auditors to the Audit
Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies
(Audit and Auditors) Rules, 2014.
45. Significant passed by the regulators, courts or tribunals:
material orders passed by the Therearenosignificant regulators or courts or tribunals,
Statutory and quasi-judicial bodies that may impact the Company as a going concern and/or
Company's operations in the future. There is no corporate insolvency resolution process
initiated under the Insolvency and Bankruptcy Code, 2016.
46. Human potential:
The Company has increased its manpower bandwidth in line with the business needs. As on
March 31, 2023, the company's employee strength stood at 1130 as compared to 886 as at the
end of previous year, which accounts for 27% increase during the year. The Company managed
the attrition rate effectively during the year. The attrition rate at the end of current
financial year was 9.5% as against 14% as at the end of previous year, which is a
reduction of 4.5%.
There are more than 150 employees serving the Company for longer than 10 years. The
profile of employees are as follows:
The Company aims at recruiting talent, facilitating their integration into the Company,
encouraging the development of skillsets and creating a mutually beneficialrelationship to
support performance and growth.
During the year the employees of the Company have spent 44,814.5 Man hours under
various training programme including functional, soft skills, technical, process,
induction and on the job training. The training covers all the functions such as Design
and Engineering, Manufacturing and Support.
47. Process & Quality:
The Company has established a process based management system that follows a phased
approach. It starts with establishing various requirements to be complied with, creating
awareness on these requirements through internal communication, integration of
requirements with existing process based management system for ongoing compliance,
monitoring, and audit for ensuring compliance. The process based management system
is independently assessed and certified by external certification bodies on an annual
basis. Independent assessment, are done as part of ISO 9001:2008, AS9100D, ISO 27001:2013,
ISO 14001:2015 and ISO 45001:2018 certifications
48. Disclosure as required under Section 22 of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,2013:
The Company has a policy on the prevention of sexual harassment at the workplace. It
has duly constituted the Internal Complaints Committee (ICC), in line with the
requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The ICC has been set up to redress any complaints received regarding
sexual harassment. The ICC did not have any complaints at the beginning of the year and
further has not received any complaints during the financial year 2022-23.
49. Listing fees:
The Company confirms that it has paid the annual listing fees for the financial year
2022-23 to both National Stock Exchange of India Limited and BSE Limited.
50. Acknowledgments:
Your Directors place on record their appreciation for assistance and co-operation
received from various Ministries and Department of Government of India and other State
Governments, Banks, financial institutions, Company's Auditors, and all stakeholders.
Your Directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contribution made by the employees at all levels and all others, to
ensure that the Company continues to grow and excel, despite the disturbances caused due
to second and third wave of Covid pandemic.
The Directors also wish to place their thanks to all the investors for posing
confidence in the Company and investing in its shares.
For and on behalf of Board of Directors of
Data Patterns (India) Limited
| Date: May 13, 2023 |
Srinivasagopalan Rangarajan |
Rekha Murthy Rangarajan |
| Place: Chennai |
Chairman and Managing Director |
Whole-time Director |
|
DIN: 00643456 |
DIN : 00647472 |
|