Dear Shareholders,
Your Board of Directors are pleased to present the Thirty Seventh (37th)
Annual Report on the Business and Operations of the Company, together with the audited
Financial Statements, both standalone and consolidated, for the financial year ended March
31, 2023.
Financial Highlights
The summary of the financial performance of the Company for the
Financial Year ended March 31, 2023, as compared to the previous year is as below:
| Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Net Sales and other income |
54.80 |
110.98 |
19.75 |
38.70 |
| Loss before exceptional items Interest, depreciation and tax |
(50.06) |
(60.60) |
(21.20) |
(33.62) |
| Finance charges |
1.93 |
13.70 |
1.53 |
12.64 |
| Depreciation and amortization |
0.58 |
1.47 |
0.57 |
1.35 |
| Exceptional items |
13.84 |
101.51 |
(15.08) |
73.14 |
| Profit/(Loss) before tax |
(38.74) |
25.74 |
(38.37) |
25.52 |
| Provision for taxation: current |
0.05 |
1.22 |
- |
- |
| Net Profit/(loss) after tax |
(38.79) |
24.52 |
(38.37) |
25.52 |
State of Company's Affairs/Performance
The consolidated net revenue and other income of the Company for the
financial year ended March 31, 2023, was
Rs. 54.80 crores as against Rs. 110.98 crores during the previous
financial year ended March 31, 2022. The consolidated loss before tax for the financial
year ended, March 31, 2023, was Rs. 38.74 crores as against profit of Rs. 25.74 crores
during the previous financial year ended March 31, 2022.
The net revenue and other income on standalone basis for the financial
year ended, March 31, 2023, was Rs. 19.75 crores as against Rs. 38.70 crores during
the previous financial year ended March 31, 2022. The loss before tax for the financial
year ended, March 31, 2023, was Rs. 38.37crores as against profit of Rs. 25.52 crores
during the previous financial year ended March 31, 2022.
Recommendation of Dividend
Your Board of Directors do not recommend any dividend for the financial
year 2022-23.
Operations
A detailed analysis and insight into the financial performance and
operations of your Company for the year ended March 31, 2023, is provided in the
Management Discussion and Analysis, forming part of the Annual Report.
Material Change and Commitments
In FY 21, the Board and the shareholders of the company had taken a
strategic decision to divest the entire shareholding in HCL Infotech Ltd to Novezo
Consulting Pvt. Ltd, (Novezo) after certain carve outs. However, despite
Conditions Precedents were not fulfilled even after lapse of a
considerable period from the date of execution of the Share Purchase Agreement.
The objective and purpose of the transaction completely changed and
given that the changed circumstances created a fundamentally different situation which the
Parties never envisaged or agreed to in the first place, the Share Purchase Agreement got
frustrated as the object and purpose of executing the Share Purchase Agreement cannot be
met and has undergone a fundamental change beyond the contemplation of the parties.
Accordingly, the company in March 2023, issued a letter intimating Novezo that the Share
Purchase Agreement has been frustrated. HCL Infotech Limited will continue to be operated
in the ordinary course of business.
Share Capital
As on March 31, 2023, the authorized share capital of the Company
stands at INR 1,756,000,000 (One Hundred Seventy-Five Crores Sixty Lakhs Only) divided
into (i) 853, 000, 000 (Eighty-Five Crores and Thirty Lakhs) equity shares having a
nominal value of INR 2/- each and (ii) 500,000 (Five Lakhs) Preference Shares having a
nominal value of INR 100/- each.
As on March 31, 2023, the issued and subscribed share capital stands at
INR 658,421,856 (Indian Rupees Sixty-Five Crores Eighty-Four Lakhs Twenty-One Thousand
Eight Hundred and Fifty-Six only) divided into 329,210,928 (Thirty-Two Crores Ninety-Two
Lakhs Ten Thousand Nine Hundred and Twenty-Eight) equity shares of INR 2/- each.
As on March 31, 2023, paid up equity share capital stands at INR
658,419,856 (Indian Rupees Sixty-Five Crores Eighty-Four Lakhs Nineteen Thousand Eight
Hundred and Fifty-Six only) divided into 329,209,928 (Thirty-Two Crores Ninety-Two Lakhs
Nine Thousand Nine Hundred and Twenty-Eight) equity shares of INR 2/- each.
Transfer to Reserves
In view of losses, no amount is proposed to be transferred to the
general reserve of the Company.
Details of Amalgamation / Restructuring
Your Company initiated a scheme of amalgamation of Digilife
Distribution and Marketing Services Limited (DDMS) and HCL Learning Limited (Learning),
wholly owned subsidiaries, with and into HCL Infosystems Limited (HCLI). The rationale for
this is to consolidate multiple entities into a single entity to simplify the corporate
structure and reduce administrative costs.
Hon'ble National Company Law Tribunal, New Delhi Bench (Court
– V) vide its order dated 10th August 2022 read with corrigendum dated 12th
September 2022 has sanctioned the Scheme of Amalgamation. The order has been filed with
ROC. The same has been noted in ROC records on 10th Oct 2022. The appointed
date of the scheme of amalgamation is 1st April 2022.
Credit Rating
The Company has credit rating of "BBB-/Negative" as long-term
issuer rating and "A3" as short-term issuer rating, indicating moderate degree
of safety regarding timely servicing of financial obligations", from India Ratings
and Research (Ind-Ra).
Deposits
Your Company has not accepted/renewed any deposits from the public
during the year and there were no deposits outstanding either at the beginning or at the
end of the year.
Listing
The Equity Shares of your Company are listed at The BSE Limited, Mumbai
(BSE) and National Stock Exchange of India Limited, Mumbai (NSE).
| Stock Exchange(s) where HCL |
Scrip Symbol/ Code |
| Infosystems Ltd. shares are listed |
|
| National Stock Exchange of |
HCL-INSYS |
| India Limited (NSE) |
|
| BSE Limited (BSE) |
500179 |
The Company has paid the listing fee for the year 2023-2024 to BSE and
NSE.
Directors and Key Managerial Personnel (KMP)
Mr. Dilip Kumar Srivastava, Non- Executive and Non-
Independent Director of the Company resigned from the directorship of
the Company w.e.f. the closing hours of 31st March 2022 to pursue other
passion.
To fill the vacancy caused by his resignation, the Board of Directors
has appointed Mr. Neelesh Agarwal as an additional director designated as Non- Independent
and Non- Executive Director w.e.f. 1st April 2022. This has been approved by
the shareholders of the Company.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Neelesh Agarwal, retires from office by
rotation at the ensuing Annual General Meeting and being eligible, has offered himself for
re-appointment. A brief resume, details of expertise and other directorships/committee
memberships held by the above Director, form part of the Notice convening the Thirty
Seventh Annual General Meeting.
In terms of the provision of Section 149, 152(6) and other applicable
provisions of the Companies Act, 2013, an Independent Director shall hold office up to a
term of five consecutive years on the Board of the Company and shall not be liable to
retire by rotation.
Committees of Board
Currently, the Board has 5 (Five) Committees: Accounts and Audit
Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility (CSR) Committee and Finance Committee. A detailed note on
Committees is provided in the Corporate Governance Report and forms part of the Annual
Report.
Composition of Accounts and Audit Committee
The composition of the Accounts and Audit Committee is given below:
| Name |
Category |
| Mr. Kaushik Dutta (Chairman) |
Independent & Non-executive |
| Dr. Nikhil Sinha (Member) |
Independent & Non-executive |
| Ms. Sangeeta Talwar (Member) |
Independent & Non-executive |
| Ms. Ritu Arora (Member) |
Independent & Non-executive |
The Board had accepted all the recommendations of the Accounts and
Audit Committee during the financial year 2022-23.
Manner & Criteria of formal annual evaluation of Board's
performance and that of its Committees and Individual Directors
Pursuant to the provisions of Section 178 and 134 read with Schedule IV
of the Companies Act, 2013 and Regulation 17(10) of Securities and Exchange Board of India
(Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board
of Directors conducted a formal annual performance evaluation of its own performance, the
Committees of the Board, and each individual Director. The Company had appointed an
external agency to initiate the online board evaluation of the Board, Committees and
individual Directors including Independent Directors, as per the assessment criteria and
norms designed by the Company's Human Resource Department. The report content and
quality were reviewed by an Independent HR consultant, who shared the results with the
Board Chairman – Dr. Nikhil Sinha.
Independent Directors in their separate meeting held on 8th
February 2023 have reviewed the performance of Non-Independent Directors and the Board as
a whole. They also reviewed the performance of the Chairperson of the Company.
Criteria/Policy on Appointment and Remuneration
The Company believes that a diverse Board will be able to leverage
different skills, qualifications, and professional experiences which is necessary for
achieving sustainable and balanced development. In accordance with the provisions of
Section 178 of the Companies Act, 2013 and Part D of Schedule II of the Listing
Regulations, the Company has adopted the policy on Nomination and Remuneration of
Directors (Executive, Non-Executive and Independent), Key Managerial Personnel (KMPs),
Senior Management and other Employees of your Company. The policy specifies the criteria
for appointment of Directors and Senior Management and their remuneration and for
determining qualifications, positive attributes and independence of a director. The policy
is available on the website of the Company and can be assessed at
https://www.hclinfosystems.in/wp-content/uploads/2020/05/Appointment-and-Remuneration_policy.pdf
Board Meetings
During the financial year 2022-23, 5 (Five) Board Meetings were held
and the gap between two meetings did not exceed one hundred and twenty days. The details
of Board Meetings held are stated in the Corporate Governance Report which forms part of
the Annual Report.
Corporate Social Responsibility (CSR)
The Company has a policy on CSR which includes the major area in which
the Company engages itself with the CSR activities/projects and the manner of
implementation and monitoring the activities/projects, which is available on the
Company's website at the following web link: https://www.hclinfosystems.in/wp-content/uploads/2021/05/CSR-Policy.pdf
As per the provisions of Section 135 of the Companies Act, 2013 read
with rules made thereunder as amended, the Company has duly constituted the CSR Committee.
The Composition of CSR Committee is as follows:
| Name |
Category |
| Ms. Sangeeta Talwar (Chairperson) |
Independent & Non-executive |
| Mr. Pawan Kumar Danwar (Member) |
Non-Independent & Non-executive |
| Mr. Neelesh Agarwal* (Member) |
Non-Independent & Non-executive |
*Mr. Neelesh Agarwal appointed as member of the Committee w.e.f. 1st
April 2022.
Since the Company has incurred losses during the last three years, the
Company was not required to spend any amount on CSR during the financial year 2022-23. A
report on Corporate Social Responsibility (CSR) is attached as Annexure - A to this
Report.
Corporate Governance
The Company is committed to adhere to best corporate governance
practices. The separate sections on Management Discussion and Analysis, Corporate
Governance, and a Certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under SEBI Listing Regulations, 2015 form
part of this Annual Report.
Directors' Responsibility Statement
Pursuant to the requirement of Section 134(3)(c) of the Companies Act,
2013, and based on the representations received from the operating management, the
Directors hereby confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March 2023, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company as on the financial
year ended 31st March 2023 and of the profit and loss of the company for that
period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
(f) the directors had devised proper systems to ensure and that such
systems were adequate and operating effectively.
Statement on Declaration given by Independent Directors
All Independent Directors have given declarations to the effect that
they meet the criteria of independence as laid down under Section 149(6) of the Companies
Act, 2013 and SEBI Listing Regulations, 2015.
Particulars of Employees and related disclosures
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
(a) The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year and the key parameters
for any variable component of remuneration availed by the directors: NA*
*No remuneration has been paid to any director during the year
(b) The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Manager, Company Secretary in the financial
year:
| S. No. Name |
Designation |
Remuneration paid (2022-23)* (in Rs.) |
| 1. Mr. Alok Sahu |
Chief Financial Officer |
1,02,47,359 |
| 2. Mr. Raj Sachdeva |
Manager |
79,94,578 |
| 3. Ms. Komal Bathla |
Company Secretary |
14,22,237 |
* Includes variable & incentives
Note: Increase in remuneration was not comparable due to payment of
one-time incentives, hence not stated
(c) The percentage increase in the median remuneration of employees in
the financial year:
There was an increase of 2.6% in the median remuneration of the
employees in the financial year 2022-23.
(d) The number of permanent employees on the rolls of Company:
The number of permanent employees on the rolls of the Company and its
subsidiaries at the end of the financial year was 146.
(e) Average percentile increases already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
Average percentage increases in the salaries of employees in the FY
2022-23 was 7%.
The annual increase in salary of manager is not comparable due to
payment of one-time incentive.
(f) Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms remuneration is as per the remuneration policy of
the Company.
The Annual Report is being sent to the members of the Company and
others entitled thereto, excluding the information under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.
Any member interested in obtaining the said information may write to the Company Secretary
at the registered office of the Company.
Particulars of Loans, Guarantees or Investments
The Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 and relevant rules thereunder are
given in the notes to the Financial Statements.
Related Party Transactions
During the financial year 2022-2023, all the related party transactions
entered into by the Company were in the ordinary course of business and at arm's
length basis. The Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance with the policy of
the Company on materiality of related party transactions. The Company has employed an
external firm of Chartered Accountants to review and evaluate the basis of such agreements
and opine on their fairness.
The Company has formulated a Policy on dealing with related party
transactions which is also available on the website of the Company at the following web
link: https://www.hclinfosystems.in/wp-content/uploads/2016/09/Related-Party-transaction_policy.pdf
The details of the related party transactions as required under the Act
and the Rules are attached in Form AOC-2 as Annexure 2.
Internal Control Systems and their adequacy
The Company has put in place controls commensurate with the size and
nature of operations. These have been designed to provide reasonable assurance with
regards to recording and providing reliable financial and operational information,
complying with applicable statutes, safeguarding assets from unauthorized use or losses,
executing transactions with proper authorization and ensuring compliance with corporate
policies.
The company has an internal audit function designed to review the
adequacy of internal control checks in the system which covers all significant areas of
the Company's Operations such as Accounting and Finance, Procurement, Business
Operations, Statutory compliances, IT Processes, Safeguarding of Assets and their
protection against unauthorized use, among others. The Internal Audit function performs
the internal audit of the Company's activities based on the Internal audit plan,
which is reviewed each year and approved by the Board Audit Committee. The Audit Committee
reviews the reports submitted by internal auditors. Suggestions for improvements are
considered and the Audit Committee follows up on corrective action. Disciplinary action is
taken, wherever required, for non-compliance with corporate policies and controls.
Adequacy of Internal Financial control with respect to Financial
Statements
The Company has in place adequate Internal Financial Controls with
respect to financial statements. No material weakness in the design or operation of such
controls was observed during the year.
Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulations, 2015, The Company has
established a Vigil Mechanism/ Whistle Blower Policy for Directors and employee to report
concerns about unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. No person has been denied access to the
Chairman of the Audit Committee.
The said Policy is posted on the website of the Company and can be
assessed at https://www.hclinfosystems.in/wp-content/uploads/2016/09/Whistleblower_Policy_new.pdf
Risk Management Policy
The Board of the Company has adopted a risk management policy for
reviewing the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in financial risks and controls. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis, including aligning the internal audit functions to areas of key risks.
The development and implementation of risk management policy has been
covered in the management discussion and analysis, which forms part of this annual report
as a separate section.
Auditors & Auditors' Report Statutory Auditors
As per Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the Members of the Company in its 36th Annual General
Meeting held on 21st September 2022 approved the reappointment of M/s BSR &
Associates LLP, Chartered Accountants (FRN – 116231W/ W-100024), as the Statutory
Auditors of the Company for second term of 5 years i.e. from the conclusion of 36th Annual
General Meeting till the conclusion of 41st Annual General Meeting of the
Company.
The Report given by M/s BSR & Associates LLP, Chartered
Accountants, on the financial statements of the Company for the financial year 2022-23 is
part of the Annual Report. There was no qualification, reservation or adverse remark or
disclaimer in their Report. During the year under review, the Auditors did not report any
matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed
under Section 134 (3) of the Act.
Secretarial Audit Report
The secretarial audit as per Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 was carried out by M/s. V K C & Associates, Practicing Company Secretaries
for the financial year 2022-23. The Report given by the Secretarial Auditor of the Company
and its material subsidiary HCL Infotech Limited forms an integral part of this
Board's Report. There was no qualification, reservation or adverse remark or
disclaimer in their Report.
During the year under review, the Secretarial Auditors did not report
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) of the Act. In terms of Section 204 of the Act, read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Accounts & Audit Committee recommended, and the Board of Directors appointed M/s. V K
C & Associates, Practicing Company Secretaries as the Secretarial Auditors of the
Company in relation to the financial year 2023-24. The Company has received their written
consent that the appointment is in accordance with the applicable provisions of the Act
and rules framed thereunder.
Certification from Company Secretary in Practice
A certificate has been received from M/s. V K C & Associates,
Practicing Company Secretaries, Company Secretaries in practice that none of the Directors
on the Board of the Company had been debarred or disqualified from being appointed or
continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such
other Statutory/ Regulatory authority.
Material Unlisted Subsidiary
In terms of the provisions of the SEBI Listing Regulations, your
Company has a policy for determining ‘Material Subsidiary' and the said policy
is available on the Company's website at https://www.hclinfosystems.in/wp-content/uploads/2019/04/Materail-subsidiary-policy.pdf
Compliance with Secretarial Standards
The Company is in compliance with the applicable Secretarial Standards
as issued and amended by the Institute of Company Secretaries of India (ICSI), from time
to time.
Particulars of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo, as required under the Companies (Accounts) Rules, 2014. A)
Conservation of energy-
(i) the steps taken or impact on conservation of energy; Although the
operations of the Company are not energy-intensive, the management has been highly
conscious of the criticality of conservation of energy at all the operational levels and
efforts are being made in this direction on a continuous basis. Adequate measures have
been taken to reduce energy consumption, whenever possible, by using energy efficient
equipment. (ii) the steps taken by the company for utilizing alternate sources of energy;
NA
(iii) the capital investment on energy conservation equipment's;
NA
B) Technology absorption-
(i) the efforts made towards technology absorption-Nil (ii) the
benefits derived like product improvement, cost reduction, product development or import
substitution- Nil (iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)- Nil (a) the details of
technology imported- NA
(b) the year of import; - NA
(c) whether the technology been fully absorbed-NA
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof-NA
C) The expenditure incurred on Research and Development: NIL
D) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflow:
| Particulars |
Amount for |
|
F.Y. 2022-23 |
| Foreign exchange earnings |
- |
| Foreign exchange outgo |
0.06 |
Consolidated Financial Statement
In accordance with the Companies Act, 2013 (‘the Act') and
Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on
Accounting for Investments in Subsidiaries/Associates/JVs and AS - 27 on Financial
Reporting of Interests in Joint Ventures, the audited consolidated financial statement is
provided in the Annual Report.
Subsidiaries, Joint Ventures and Associate Companies
During the year under review there is no change in the Joint Ventures
and Associate Companies of the Company. However, during the year, pursuant to order of
Hon'ble National Company Law Tribunal, Digilife Distribution and Marketing Services
Limited and HCL Learning limited (wholly owned subsidiaries of the Company) merged with
the Company.
Statement pursuant to Section 129(3) of the Companies Act, 2013 related
to Subsidiaries Companies and Joint Venture in Form AOC-1 forms part of this annual
report.
Annual Return
Pursuant to the provisions of Section 134(3)(a) r/w/ Section 92(3) of
the Act, the Annual Return is put up on the Company's website and can be accessed at:
https://www.hclinfosystems.in/wp-content/uploads/2023/05/Annual-Return-2022-23.pdf
Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
The Company has in place a Prevention of Sexual Harassment policy in
line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been duly
constituted to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. During the
Financial year 2022-23, no complaints were received by the Company related to sexual
harassment.
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the
Rules'), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF established by the Central Government, after the completion of seven
years. Further, according to the Rules, the shares in respect of which dividend has not
been paid or claimed by the shareholders for seven consecutive years or more have also
been transferred to the demat account created by the IEPF Authority.
There were no unclaimed and unpaid dividends amount / the corresponding
shares which were due to be transferred to IEPF/ IEPF suspense account during the FY
2022-23.
Insider Trading Code
The Code of Conduct to Regulate, Monitor and Report by Designated
Persons and Immediate Relatives' is in compliance with the SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended (‘the PIT Regulations'). The said
Code lays down guidelines for Designated Persons on the procedures to be followed and
disclosures to be made in dealing with the securities of the Company and cautions them on
consequences of non-compliances.
The Code of Practices and Procedures of Fair Disclosures of Unpublished
Price Sensitive Information including a Policy for determination of legitimate purposes is
also in line with the PIT Regulations. Further, the Company has put in place an adequate
and effective system of internal controls including maintenance of structured digital
database, standard processes to ensure compliance with the requirements of the PIT
Regulations to prevent insider trading.
General
The Board of Directors of the Company 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. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
3. The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
4. There was no significant or material order passed by the regulators
or courts or tribunals impacting the going concern status and company's operations in
future.
5. Details of the Employees Stock Option Scheme Section as required
under Section 62(1)(b) of the Act read with rule 12(9) of Companies (Share capital and
debentures) Rules,2014.
6. There is no change in the nature of the business of the Company.
7. The company is not required to maintain cost records as per sub
section (1) of Section 148 of the Companies Act, 2013.
8. No application was made or pending against the Company under
Insolvency and Bankruptcy Code, 2016 (IBC).
9. There has been no case of one time settlement with Bank or Financial
Institution during the year as per rule Companies (Accounts) Rules, 2014 hence no
requirement to provide the details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
Acknowledgements
The Directors place on record their appreciation for the continued
co-operation extended by all stakeholders including various departments of the Central and
State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers,
Dealers and Suppliers.
The Board also places on record its gratitude and appreciation for the
committed services of the executives and employees of the Company.
|
On behalf of the Board of Directors |
|
Nikhil Sinha |
|
(Chairman) |
| Place: Noida |
|
| Date: 22nd May 2023 |
|