Dear Members,
Your Directors have pleasure in presenting their 8th Annual Report on the
business and operations of the Company, together with the Audited Financial. Statements
for the financial, year ended March 31, 2023 (the "Report").
1. FINANCIAL RESULTS
The summarised financial results of the Company for the financial year ended March 31,
2023, are presented below:
fRs in 000's)
Particulars |
Standalone |
Consolidated |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
Revenue from Operations |
1,34,192.99 |
80,548.23 |
1,47,420.60 |
80,548.23 |
Other Income |
15,381.21 |
12,067.66 |
16,663.89 |
12,676.06 |
Total Revenue |
1,49,574.20 |
92,615.89 |
1,64,084.49 |
93,224.29 |
Profit/(Loss) before Interest & depreciation |
(1,22,438.38) |
(1,34,034.46) |
(1,42,759.60) |
(1,33,629.20) |
Less: Interest |
(2,537.92) |
0 |
(2,537.92) |
0 |
Less: Depreciation and Amortization Expense |
(16,482.05) |
(893.15) |
(16,973.42) |
(893.15) |
Profit/(Loss) Before Exceptional Items and Tax |
(1,41,458.35) |
(1,34,927.61) |
(1,62,270.94) |
(1,34,522.35) |
Share of Net Profit/(Loss) of Associates and Joint Ventures
accounted using Equity method |
- |
- |
(2150.00) |
(68.21) |
Profit/(Loss) Before Tax |
(1,41,458.35) |
(1,34,927.61) |
(1,64,420.94) |
(1,34,590.56) |
Add/Less: Current Tax |
0 |
0 |
0 |
45.02 |
(Add)/Less: Deferred Tax |
(3,987.35) |
(6,34713) |
(4042.11) |
(6,292.37) |
Profit/(Loss) After Tax |
(1,37,471.00) |
(1,28,580.48) |
(1,60,378.83) |
(1,28,343.22) |
Other Comprehensive Income |
(2,17,768.68) |
1,07,272.29 |
(2,17,900.93) |
1,07,272.30 |
Total Comprehensive Income |
(3,55,239.68) |
(21,308.19) |
(3,78,279.76) |
(21,070.92) |
Note: The above figures are extracted from the standalone and consolidated
financial statements prepared in compliance with Indian Accounting Standards find AS). The
Financial Statements of the Company complied with all aspects with Indian Accounting
Standards find AS) notified under Section 133 of the Companies Act, 2013 (the Act) read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time
and other relevant provisions of the Act.
2. STATE OF COMPANY'S AFFAIRS, BUSINESS OVERVIEW AND FUTURE OUTLOOK
On Standalone basis, the Revenue from operations has increased by about 66.60% on
annual, basis to 1,34,192.99 thousand in the financial, year ended March 31, 2023, as
compared to 80,548.23 thousand in the financial, year ended March 31, 2022.
On Standalone basis, the Company's Operating Earnings/(Loss) Before Interest,
Depreciation and Taxes (EBITDA) margin stands at -81.86% of the operating income in the
financial, year ended March 31, 2023. The Loss before tax of the current financial year on
standalone basis stand at (1,41,458.35) thousand as compared to Loss before tax
(1,34,927.61) thousand for the preceding financial year.
The net Loss of the current financial year on a standalone basis increased to
(1,37,471.00) thousand as compared to net Loss (1,28,580.48) thousand for the preceding
financial year.
During the year, there were no changes in the nature of business of the Company, the
detailed discussion on Company's overview and future outlook has been given in the section
on ‘Management Discussion and Analysis' (MDA).
3. DIVIDEND
With a view to conserve resources for expansion of business, the Board of Director have
not recommend any dividend for the financial year under review.
As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015 (the Listing Regulations), the top 1000 Listed Companies shall formulate
a Dividend Distribution Policy. The Company does not come under the category of top 1000
Listed Companies based on the market capitalization, however for Good Corporate Governance
practice, the Company has formulated its Dividend Distribution Policy, which is available
on the website of the Company and may be viewed at https://www.
xelpmoc.in/documents/Dividend%20Distribution%20policy.pdf
4. TRANSFER TO RESERVES
The Company has not transferred any amount to the reserves during the financial year
under review. For complete details on movement in Reserves and Surplus during the
financial year ended March 31, 2023, please refer to the Statement of Changes in Equity
table of the Standalone Financial Statement of the Company.
5. DEPOSITS
During the year, your Company has not accepted any deposits within the meaning of
sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014, hence there are no details to disclose as required under Rule
8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.
6. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has following three Subsidiaries, one of them is a Step-Down Subsidiary and
one Associate as on March 31, 2023:
a. Signal Analytics Private Limited ("Signal" or "SAPL") -
Subsidiary of the Company
b. Soultrax Studios Private Limited ("Soultrax" or "SSPL") - Step-
Down Subsidiary of the Company
During the year under review, Signal Analytics Private Limited, Subsidiary of the
Company, has acquired 54.57% stakes in Soultrax Studios Private Limited, accordingly
Soultrax became subsidiary of Signal and Step-down subsidiary of our Company w.e.f May 27,
2022.
Soultrax is engaged in the business of Content Creation
c. Xelpmoc Design and Tech UK Limited - Wholly-Owned Subsidiary of the Company
d. Xperience India Private Limited ("Xperience" or "XIPL") -
Associate Company
During the year under review, the Company has subscribed 43% stake as subscriber to MOA
of Xperience India Private Limited, Special Purpose Vehicle (SPV), accordingly Xperience
India Private Limited became Associate Company w.e.f September 09, 2022.
During the year under review, the Company does not have any material subsidiary.
Pursuant to requirements of Regulations 16(1)(c) of the Listing Regulations, the
Company has formulated "Policy on determining Material Subsidiaries" which is
posted on website of the Company and may be viewed at
https://www.xelpmoc.in/documents/Policy%20
for%20determining%20Material%20Subsidiarv.pdf
Except above, no Company has become and/or ceased as Subsidiary, Joint Venture or
Associate of the Company. The Company does not have any joint venture.
7. CONSOLIDATED FINANCIAL STATEMENT
The statement containing salient features of the financial statements of the Subsidiary
Companies, Step Down Subsidiaries and Associate Company in the prescribed format i.e.,
Form AOC-1 is appended as an ‘Annexure-T to the Board's Report. The statement
also provides the details of performance and financial position of Subsidiary Companies.
The contribution of the subsidiaries and Associates for the growth and expansion of the
Company is provided in note 43 of the Consolidated Financial. Statement.
The consolidated financial statement represents those of the Company and its
Subsidiaries i.e., Signal Analytics Private Limited, Soultrax Studios Private Limited,
Xelpmoc Design and Tech UK Limited and its Associate i.e., Xperience India Private
Limited. The Company has consolidated its statement in accordance with the Ind AS 110 -
‘Consolidated Financial Statements' pursuant to Section 133 of the Companies Act,
2013 read with Companies (Indian Accounting Standards) Rules, 2015.
The Audited Financial Statements for the year ended March 31, 2023 of Signal Analytics
Private Limited, Soultrax Studios Private Limited, and Xelpmoc Design and Tech UK
Limited., Subsidiary Companies are available on website of the Company and may be viewed
at https://www.xelpmoc.in/iointventureassociate.
8. SHARE CAPITAL
• During the year under review, there was no change in the Authorized Share
Capital of the Company.
• During the year under review, the Company has issued and allotted 50,000 Equity
shares upon conversion of Stock Options granted under the Company's ESOP scheme, 2019 and
ESOP Scheme 2020. Consequent to these allotments, the paid- up Equity share capital of the
Company stands increased to 1,45,28,413 Equity shares of f 10/- each i.e., f
14,52,84,130/-.
• The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise, during the year under review.
• The Company has not issued any sweat equity shares to its directors or employees
during the period under review.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board as on March 31, 2023, comprised of 7 (Seven) Directors out of which 3 (Three)
are Independent Directors, 1 (One) is Non-Executive & Non-Independent Director and 3
(Three) are Executive Directors including one Managing Director.
Mr. Sandipan Chattopadhyay (DIN: 00794717), Managing Director & CEO, Mr. Srinivas
Koora (DIN: 07227584), Whole-time Director & CFO, Mr. Jaison Jose (DIN: 07719333),
Whole-time Director and Mrs. Vaishali Kondbhar, Whole-time Company Secretary are the Key
Managerial Personnel as per the provisions of the Companies Act, 2013 and rules made there
under.
None of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Director of Company by the Securities and Exchange Board of
India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory
Authority.
a. Appointments and Resignations of Directors and Key Managerial Personnel
During the period under review, following changes have been occurred:
• Mr. Jaison Jose (DIN: 07719333), appointed as a Director liable to retire by
rotation at the 7th Annual General Meeting of the members of the Company held
on September 30, 2022.
• Mr. Soumyadri Bose (DIN: 02795223), Non-Executive and Non-Independent Director,
resigned from the position of Directorship of the Company w.e.f. closure of working hours
of May 23, 2022.
b. Director Liable to Retire by Rotation
In terms of Section 152 of the Companies Act, 2013, Mr. Srinivas Koora (DIN: 07227584),
Whole-Time Director & CFO, being Director liable to retire by rotation shall retire at
the ensuing Annual General Meeting and being eligible for re-appointment, offers himself
for re-appointment. The information as required to be disclosed under Regulation 36 of the
Listing Regulations will be provided in the notice of ensuing Annual General Meeting.
c. Independent Directors
The Company has received declarations/confirmations from each Independent Directors
under section 149(7) of the Companies Act, 2013 and regulation 25(8) of the Listing
Regulations confirming that they meet the criteria of independence as laid down in the
Companies Act, 2013 and the Listing Regulations.
The Company has also received requisite declarations from Independent Directors of the
Company as prescribed under rule 6(3) of Companies (Appointment and Qualification of
Directors) Rules, 2014.
All Independent Directors have affirmed compliance to the Code of Conduct for
Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.
In the opinion of the Board, Independent Directors of the Company possess requisite
qualifications, experience and expertise and hold the highest standards of integrity.
Further in terms of the rule 6(1) of Companies (Appointment and Qualification of
Directors) rules, 2014, as amended all the Independent Directors of the Company have
registered their names in the online databank of Independent Directors maintained by
Indian Institute of Corporate Affairs. Further, out of the three Independent Directors as
on March 31, 2023, one Independent Director Mr. Premal Mehta on the basis of his
experience has got exemption from giving online proficiency self-assessment test as
prescribed under Rule 6(4) of Companies (Appointment and Qualification of Directors)
Rules, 2014 and Mr. Tushar Trivedi and Mrs. Karishma Bhalla, Independent Directors have
already passed the online proficiency self-assessment test.
The Independent Directors are provided with all necessary documents/reports and
internal. policies to enable them to familiarize with the Companies procedures and
practices. The programs undertaken for familiarizing Independent Directors with the
functions and procedures of the Company are disclosed in the Corporate Governance Report.
10. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
5 (Five) meetings of the Board of Directors of the Company were held during the year
under review. Detailed information of the meetings of the Board is included in the Report
on Corporate Governance, which forms part of this Report.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the
Directors hereby confirm and state that:
(a) in the preparation of the annual, accounts for the financial, year ended March 31,
2023, the applicable accounting standards have been followed and that no material
departures have been made from the same;
(b) the Directors have selected such accounting policies and applied them consistency
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 that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts 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 have devised proper systems to ensure compliance with the provisions
of all applicable Laws and that such systems were adequate and operating effectively.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee (‘NRC') works with the Board to
determine the appropriate characteristics, skills and experience for the Board as a whole
as well as for its individual members with the objective of having a Board with diverse
backgrounds and experience in business, government, education and public service.
Characteristics expected of all Directors include independence, integrity, high personal
and professional ethics, sound business judgement, ability to participate constructively
in deliberations and willingness to exercise authority in a collective manner. The Company
has in place a Policy on appointment & removal of Directors (‘Policy').
The salient features of the Policy are:
• It acts as a guideline for matters relating to appointment and re-appointment of
Directors.
• It contains guidelines for determining qualifications, positive attributes for
Directors and independence of a Director.
• It Lays down the criteria for Board Membership.
• It sets out the approach of the Company on board diversity.
• It Lays down the criteria for determining independence of a Director, in case of
appointment of an Independent Director.
The Nomination and Remuneration Policy is posted on website of the Company and may be
viewed at https://www.xelpmoc.in/documents/Nomination%20and%20
Remuneration%20Policy-updated.pdf
13. PERFORMANCE EVALUATION OF THE BOARD
The Board evaluation framework has been designed in compliance with the requirements
under the Companies Act, 2013 and the Listing Regulations, and in accordance with the
Guidance Note on Board Evaluation issued by SEBI on January 05, 2017. The Board evaluation
was conducted through questionnaire designed with qualitative parameters and feedback
based on ratings.
The Nomination and Remuneration Committee of the Company has Laid down the criteria for
performance evaluation of the Board, its Committees and individual directors including
Independent Directors covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, based on the predetermined templates designed as a tool to facilitate
evaluation process, the Board has carried out the annual performance evaluation of its own
performance, the Individual Directors including Independent Directors and its Committees
on parameters such as Level of engagement and contribution, independence of judgment,
safeguarding the interest of the Company and its minority shareholders etc.
Committees of the Board
The Company has several committees, which have been established as part of best
corporate governance practices and comply with the requirements of the relevant provisions
of applicable Laws and statutes:
The Committees and their Composition as on March 31, 2023, are as follows:
• Audit Committee |
|
1. Mr. Tushar Trivedi |
Chairman |
2. Mr. Srinivas Koora |
Member |
3. Mr. Premal Mehta |
Member |
4. Mrs. Karishma BhalLa |
Member |
• Nomination and Remuneration Committee |
|
1. Mr. Premal Mehta |
Chairman |
2. Mr. Tushar Trivedi |
Member |
3. Mr. Pranjal Sharma |
Member |
• Stakeholders Relationship Committee |
|
1. Mr. Tushar Trivedi |
Chairman |
2. Mr. Srinivas Koora |
Member |
3. Mr. Jaison Jose |
Member |
• Management Committee |
|
1. Mr. Srinivas Koora |
Chairman |
2. Mr. Sandipan Chattopadhyay |
Member |
3. Mr. Jaison Jose |
Member |
The details with respect to the powers, roles and terms of reference etc, of the
relevant committees of the Board are given in detail in the Corporate Governance Report of
the Company, which forms part of this Report.
Further, during the year, there are no such cases where the recommendation of any
Committee of Board, have not been accepted by the Board, which is required to be accepted
as per the Law.
14. CORPORATE SOCIAL RESPONSIBILITY(CSR)
Your Company does not fait in the ambit of Limit as specified in Section 135 of the
Companies Act, 2013 read with Rule framed there under in respect of Corporate Social
Responsibility. However, the directors of the Company, in their personal capacity, are
engaged in philanthropy activities and participating for cause of upliftment of the
society.
15. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulated
under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section
and forming part of this Report.
16. CORPORATE GOVERNANCE
The Corporate Governance is an ethical business process to create and enhance value and
reputation of an organization. Accordingly, your Directors function as trustee of the
shareholders and seek to ensure that the long term economic value for its Shareholders is
achieved while balancing interest of all the Stakeholders.
The Report on Corporate Governance as stipulated under Regulation 34(3) of the Listing
Regulations is presented in a separate section and forms part of this Report. The report
on Corporate Governance also contains certain disclosures required under the Companies
Act, 2013.
A certificate from Mr. Manish Gupta, Practising Company Secretary, partner of VKMG
& Associates LLP, Company Secretaries, conforming compliance to the conditions of
Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulation, is
annexed to Corporate Governance Report.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has in place Whistle Blower Policy ("the Policy"), to provide a
formal mechanism to its directors and employees for communicating instances of breach of
any statute, actual or suspected fraud on the accounting policies and procedures adopted
for any area or item, acts resuiting in financiai ioss or ioss of reputation, leakage of
information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of
office, suspected/actual fraud and criminal offences. The Policy provides for a mechanism
to report such concerns to the Chairman of the Audit Committee through specified channels.
The framework of the Policy strives to foster responsible and secure whistle blowing. In
terms of the Policy of the Company, no employee including directors of the Company has
been denied access to the chairman of Audit Committee of the Board. During the year under
review, no concern from any whistle blower has been received by the Company. The whistle
blower policy is available at the link https://www.
xelpmoc.in/documents/WhistLeTo20BLower%)20Policy.pdf
18. STATEMENT ON RISK MANAGEMENT POLICY
Risk assessment and management are critical to ensure long-term sustainability of the
business. The Company, has in place, a strong risk management framework with regular
appraisal by the top management. The Board of Directors reviews the Company's business
risks and formulates strategies to mitigate those risks. The Senior Management team, Led
by the Managing Director, is responsible to proactively manage risks with appropriate
mitigation measures and implementation thereof.
Enlisted below are the key risks identified by the management and the related
mitigation measures.
Market Risk
Volatility in the Local and global economy, political uncertainty, and changes in
government
regulations could all have an impact on the technology business. A downturn in the
industry could have a negative influence on the Company's operations. The Company intends
to extend its footprint and client base across numerous geographies and industries in
order to mitigate market-specific risks.
Competition Risk
The Company competes in a highly competitive industry with a rapidly growing number of
players. Companies must adopt new technologies and build enriching applications for
clients to stay ahead of the competition. The Company's activities are characterised by
strong subject expertise, innovative technology capabilities, and compelling customer-
focused solutions, allowing it to outlive the competition.
Technology Risk
Organizations wifi be driven to embrace futuristic technology to promote efficiencies
as a result of rapid technical advancements, altering business models, and newer software
and product Launches. The ability of a technology service organisation to provide
significant solutions for its customers wifi determine its success. To mitigate this risk,
the Company is working to improve its services and offerings in response to changing
industry demands. To mitigate this risk, the Company is working to improve its services
and offerings in response to changing industry demands.
Talent Risk
The technology industry may face a significant workforce shortfafi. Human capital is
the Company's most valuable asset at Xelpmoc. Recognizing its critical role in achieving
success, the Company aims to create a pleasant and inclusive atmosphere while also
providing benefits to its employees. It fosters an environment of creativity and
entrepreneurship within the Company and provides training and development opportunities
for employees.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to provision of Section 186 of the Companies Act, 2013, during the year under
review, the Company has not given any Loan to any person or body corporate or not given
any guarantees or provided security in connection with a Loan to any other body corporate
or person. However, the Company has made investment in the securities of bodies corporate,
the details of the investments made including the investments as prescribed under Section
186(2) of the Companies Act, 2013 are provided in Notes No. 8 to 10 of the Standalone
Financial Statement of the Company.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contract or arrangements or transactions entered into by the Company
with related parties, which falLs under the provisions of sub-section (1) of section 188
of
the Companies Act, 2013, though that transactions are on arm's Length basis, forms part
of this report in Form No. AOC-2 is annexed as an ‘Annexure-2' to this report.
During the year, the Company had not entered into any contract/arrangement/ transaction
with related parties which could be considered material in accordance with provision of
Listing regulations and the policy of the Company on materiality of related party
transactions.
The statement showing the disclosure of transactions with related parties in compliance
with applicable provision of Ind AS, the details of the same are provided in note no. 36
of the Standalone Financial Statement. ALL related party transactions were placed before
the Audit Committee and the Board for approval.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available at the Link: https://www.
xelpmoc.in/documents/Policv%20on%20Materialitv%20of%20Related%20Partv%20
Transactions%20and%20Dealing%20with%20Related%20Partv%20Transactions.pdf
21. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place adequate standards, processes and structures to implement
internal financial controls with reference to financial statements. During the year, such
controls were tested and no reportable material weakness in the design or operation was
observed. In addition to above, the Company has in place Internal Audit carried out by
independent audit firm to continuously monitor adequacy and effectiveness of the internal
control system in the Company and status of its compliances.
22. LISTING REGULATIONS, 2015
The Equity Shares of the Company are Listed on BSE Limited (BSE) and National Stock
Exchange of India Limited (NSE). The Company has paid its Annual Listing Fees to the stock
exchanges for the Financial Year 2023-2024.
The Company has formulated folLowing Policies as required under the Listing
Regulations, the details of which are as under:
1. "Documents Preservation & Archival Policy" as per Regulation 9 and
Regulation 30 which may be viewed at https://www.xelpmoc.in/documents/Documents%20
Preservation%20&%20Arcihval%20Policy.pdf
2. "Policy for determining Materiality of events/information" as per
Regulation 30 which may be viewed at https://www.xelpmoc.in/documents/Policy%20for%20
Determining%20Materialitv%20of%20Information%20or%20Events.pdf
23. AUDITORS
(a) Statutory Auditor
The term of existing Auditor M/s. JHS & Associates LLP, Chartered
Accountants, is
going to expire at ensuing Annual General. Meeting, however eligible for re-appointment
for Second term for the period of 5 years.
The Board of Directors of your Company has recommended the re-appointment of M/s.
JHS & Associates LLP, Chartered Accountants, for Second term for the period of 5
years, to hold the office as Statutory Auditors of the Company from the ensuing 8th
Annual General meeting tilL the conclusion of 13th Annual General meeting of
the Company on such remuneration as may be approved by the members at ensuing AGM.
Your Company has received necessary confirmation from them stating that they satisfy
the criteria provided under section 141 of the Companies Act, 2013. The report of the
Statutory Auditors forms part of the Annual Report. The said report does not contain any
qualification, reservation, adverse remark or disclaimer.
(b) Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed Mr. Manish Rajnarayan Gupta, partner of M/s. VKMG & Associates LLP, Practicing
Company Secretaries, as the Secretarial Auditors of the Company to undertake Secretarial
Audit for the financial year ended March 31, 2023. The Secretarial Audit Report for the
financial year ended March 31, 2023, is annexed herewith and marked as an ‘Annexure-3'
to this Report. The Secretarial Auditor has also issued Annual Secretarial Compliance
Report for the year ended March 31, 2023, as required under regulation 24A of Listing
Regulations. Further, the Secretarial Audit Report and Annual Secretarial Compliance
Report does not contain any qualification, reservation or adverse remark or disclaimer.
(c) Internal Auditor
Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of
Companies (Accounts) Rules, 2014, the Company had appointed M/s. Venu & Vinay,
Chartered Accountants to undertake Internal Audit for financial year ended March 31, 2023.
24. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors of the Company have not reported to the
Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its Officers or Employees, the details of which would
need to be mentioned in the Board's Report.
25. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments, affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company,
i.e. March 31, 2023 tilL the date of this Directors' Report.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
There were no other significant and material orders passed by the regulators/courts/
tribunals, which may impact the going concern status and the Company's operations in
future.
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
(a) The ratio of the remuneration of each Director to the median employee's
remuneration and other details in terms of sub-section 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report as an ‘Annexure-4'.
(b) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the names and other particulars of the employees drawing remuneration
in excess of the Limits set out in the said rules is provided in a separate annexure
forming part of this Report. Having regard to the provisions of the first proviso to
Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being
sent to the Members of the Company. In terms of Section 136, the said annexure is open for
inspection by the members through electronic mode. Any member interested in obtaining such
particulars may write to the Company Secretary of the Company at vaishali.kondbhar@xelpmoc.in
The said particulars shaE be open for inspection by the Members at the registered
office of the Company on alL working days, except Saturdays, Sundays and public holidays,
between 11.00 a.m. to 1.00 p.m. upto the date of AGM.
28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any unpaid/unclaimed amount which is required to be
transferred, under the provisions of Companies Act, 2013 into the Investor Education and
Protection Fund (IEPF) of the Government of India.
29. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:
(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy
Though business operation of the Company is not energy-intensive, the Company, being a
responsible corporate citizen, makes conscious efforts to reduce its energy consumption.
Some of the measures undertaken by the Company on a continuous basis, including during the
year, are Listed below:
a) Use of LED Lights at office spaces.
b) Rationalization of usage of electricity and electrical equipment air conditioning
system, office illumination, beverage dispensers, desktops.
c) Regular monitoring of temperature inside the buildings and controlling the
airconditioning system.
d) Planned Preventive Maintenance schedule put in place for electromechanical
equipment.
e) Usage of energy efficient illumination fixtures.
(ii) Steps taken by the Company for utilizing alternate source of energy
The business operation of the Company are not energy-intensive, hence apart from steps
mentioned above to conserve energy, the management would also explore feasible alternate
sources of energy.
(iii) The capital investment on energy conservation equipment
There is no capital investment on energy conservation equipment during the year under
review.
(B) Technology Absorption
(i) The efforts made towards technology absorption
The Company itself operates into the dynamic information technology space. The Company
has a sizeable team of Information technology experts to evaluate technology developments
on a continuous basis and keep the organisation updated.
(ii) The benefits derived
The Company has been benefited immensely by usage of Indigenous Technology for business
operation of the Company.
(iii) The Company has not imported any technology during Last three years from the
beginning of the financial year.
(iv) The Company has not incurred any expenditure on Research and Development
during the year under review.
(C) Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo, during the year, is as under:
Foreign Exchange Earnings
(Rs in 000's)
Sr. No. Particulars 2022-23 2021-22
1. Revenue from software development |
49,589.53 |
39,747.45 |
Total |
49,589.53 |
39,747.45 |
Foreign Exchange Outgo
(Rs in 000's)
Sr. No. Particulars |
2022-23 |
2021-22 |
1. Technical consultancy services |
2,523.62 |
- |
2. Travel Expenses |
260.66 |
158.48 |
3. Software Expenses |
1,186.56 |
464.96 |
4. Other Expenses |
70.65 |
185.87 |
Total |
4,041.48 |
809.31 |
30. ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the copy of Annual Return of the Company as on March 31, 2023 is available on
the Company's website and can be accessed at https://www.xelpmoc.in/documents/
Annual%20Return%20-%20FY%202022-23.pdf
31. SECRETARIAL STANDARD OF ICSI
The Company has complied with the Secretarial Standards on Meeting of the Board of
Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company
Secretaries of India (ICSI).
32. MAINTENANCE OF COST RECORDS
Maintenance of cost records as prescribed by the Central Government under sub-section
(1) of Section 148 of the Companies Act 2013 is not applicable to the Company.
33. PREVENTION OF SEXUAL HARASSMENT
Your Company is fulLy committed to uphold and maintain the dignity of women working in
the Company and has zero tolerance towards any actions which may falL under the ambit of
sexual harassment at workplace. The Company has complied with provisions relating to the
constitution of Internal. Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, during the year
Internal Complaints Committee of the Company has not received any case related to sexual
harassment.
The policy framed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with Rules framed thereunder may be viewed at
https://www.xelpmoc.in/documents/Policy%20against%20Sexual%20 Harassment.pdf
34. EMPLOYEES' STOCK OPTION SCHEME
The Employees' Stock Option Scheme enable the Company to hire and retain the best
talent for its senior management and key positions. The Nomination and Remuneration
Committee of the Board of Directors of the Company, inter alia, administers and monitors
the Employees' Stock Option Scheme in accordance with the applicable SEBI Regulations.
The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 as on March 31, 2023 (cumulative position) with regard
to the Xelpmoc Employee Stock Option Scheme 2019 and Xelpmoc Employee Stock Option Scheme
2020 are disclosed on the Company's website which may be viewed at
https://www.xelpmoc.in/documents/ESOS%20-%20Disclosure-under-SEBI-
(Share-Based-Emiployee-Benefits%o20and%o20Sweat%o20Equity)-Regulations%o20-%o20
2021%20-%20FY2023.pdf
ALL the schemes i.e. Xelpmoc Employee Stock Option Scheme 2019 and Xelpmoc Employee
Stock Option Scheme 2020, are in compliance with SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and erstwhile SEBI (Share Based Employee Benefits)
Regulations, 2014. There were no material changes in aforesaid schemes, during the year
under review.
A certificate from the Secretarial Auditor of the Company stating that the aforesaid
schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits)
Regulations, 2014 and in accordance with the resolution passed by the members shalL be
placed at the ensuing Annual General Meeting for inspection by members.
35. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions for the same during the year under review:
• Neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.
• Issue of debentures/bonds/warrants/any other convertible securities.
• Scheme of provision of money for the purchase of its own shares by employees or
by trustees for the benefit of employees.
• Instance of one-time settlement with any Bank or Financial Institution.
• Application or proceedings under the Insolvency and Bankruptcy Code, 2016.
36. ACKNOWLEDGEMENTS
Your Directors take the opportunity to express our deep sense of gratitude to alL
users, vendors, government and non-governmental agencies and bankers for their continued
support in Company's growth and Look forward to their continued support in the future.
Your Directors would also Like to express their gratitude to the shareholders for
reposing unstinted trust and confidence in the management of the Company.
Registered Office:
Xelpmoc Design and Tech Limited
CIN: L72200KA2015PLC082873
For and on behalf of the Board of Directors of Xelpmoc Design and Tech Limited
17, 4th FLoor, Agies Building, |
Sandipan Chattopadhyay |
Srinivas Koora |
1st ‘A' Cross, 5th BLock, |
Managing Director & CEO |
Whole-Time Director & CFO |
Koramangala, |
(DIN: 00794717) |
(DIN: 07227584) |
Bengaluru - 560034 |
Place: Hyderabad |
Place: Hyderabad |
website: www.xelpmoc.in
E-mail ID: vaishali.kondbhar@xelpmoc.in |
Date: May 30, 2023 |
Date: May 30, 2023 |
|