Rights, preferences and restrictions attached to shares
Equity shares: The Company has one class of equity shares having a par value of ' 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
Preference Shares: The Company's authorised capital is divided in equity share capital & preference share capital.
Shares reserved for issue under options - 'Refer Note 44 for details of shares to be issued under Employee stock option scheme.
Shares reserved for issue under options, contracts / commitments for sale of shares /disinvestments = Nil , Refer Note 44 for ESOP granted.
Particulars of calls in arrears by directors and officers of the company. - Nil Shares forfeited during the year = Nil Security convertible into equity shares: Nil
(c) Contract Asset
Company recognized contract assets when it satisfies its obligation by transferring the goods or services to the customer and right to receive the consideration is established which is subject to some conditions to be fulfilled by the company in future before receipt of consideration amount. Such assets are Rs Nil.
(d) Contract Liabilities
Upon execution of contract with the customers, certain amount in the form of EMD, Security Deposit, Margin Money, advance for payment of custom duty etc. received from the customers which is shown as advance received from customers under the heading "Other Financial Liabilities" and "Other Liabilities". The balances are Rs Nil
Other Pending legal suits
a) Legal case filed by the company against Millennium Synergy Pvt. Ltd. and Iram Technologies Pvt. Ltd.
The company has filed a special civil suit for the recovery of the damages from the above-mentioned parties. The next hearing is on 19th July, 2023.
b) Case filed by Iram Technologies Pvt. Ltd. against the Company
Cheque bouncing case has been filed by Iram Technologies Pvt. Ltd. against the company in Small Causes Court, Bengaluru under Section 138 of the Negotiable Instruments Act. In lieu of the above cheque, the company had cleared the liability and had requested the complainant to return the postdated cheques. However, the complainant has proceeded in filing the case against the company under Section 138 of the Negotiable Instruments Act. The company’s lawyer presented arguments and filed written statements on behalf of the company. On 9th December 2021 relying on the purchase order, the Small Causes Court, Bengaluru had asked the company to deposit 20% of the purchase order value within 60 days. The company filed an appeal with Honorable High Court of Karnataka against the above order and obtained an interim stay on the order passed by the Small Causes Court, Bengaluru. The matter was posted for hearing on 11th July, 2023.
c) Toshniwal Enterprises Control Limited (TECL)
The company and TECL entered into an MOU on 24-April-2019 to work on the ONGC project. Insolvency proceeding against TECL was admitted on 22-11-2019 at NCLT - Kolkata. ONGC terminated the contract on 29-11-2019. The Company’s advocate had filed an application with NCLT in September 2020. There were certain defects raised by the Registry department while scrutinizing the file. The same was duly corrected by the company's advocate and the matter was heard by the NCLT Kolkata bench on April 8, 2021. The Bench condoned the delay in submitting the claim by the company. Further, it allowed the application of the company and directed the resolution professional to verify and accept the claim on its merit. NCLT has ordered the commencement of liquidation of the Toshniwal Enterprises Control Limited on 4th April 2022 and the stakeholders were called upon to submit their claim with proof. The matter was last heard on 27.06.2022 and Counsel appearing for Liquidator submitted the preliminary report and list of stakeholders. There has been no development in the case.
d) Suit filed against ESDS Software Solution Pvt. Ltd. by the Company
The company had filed a suit in the Bombay High Court on August 2, 2019, appealing that the above party is restrained from terminating the consortium agreement and honor their commitments under the master service agreement. The court has appointed an arbitrator in the above matter. The cross examination of witness was carried out on November 29, 30 and December 1, 2021. The hearing for cross examination of claimant witness was done on 05/06-08-2022. The process of re-examination of claimant has started. The virtual meeting was held on February 3, 2023, for production of certain documents by the respondent based on which the final judgement will be given by the arbitrator. On 17th and 18th March, 2023 Arbitration meeting was held to hear the final arguments by claimant and certain document were requested to be produced from STPI by the Justice. The next date for the Arbitration is fixed on 10th June 2023 with regard to the documents received from STPI for final hearing of Respondent’s arguments (and Claimant’s arguments in rejoinder).
e) Writ Petitions filed by the company relating to Tamil Nadu projects
i) Coimbatore Smart City Limited
The company had bid for the Selection of a System Integrator to Design, Supply, Implement, Operate, & Manage Integrated Command and Control Centre in Coimbatore Smart City Limited. The company's bid got rejected and therefore a Writ Petition challenging the disqualification was filed in Madras High Court. The writ petition was filed on 19th February 2021 with Madras High Court. The date of hearing for admission of the petition was 4th March 2021. The petition is pending for admission and a reply has been sought from the other party.
ii) Tiruppur Smart City Limited
The company had bid for the Selection of a System Integrator to Design, Supply, Implement, Operate, & Manage Integrated Command and Control Centre in Tiruppur Smart City Limited. The company's bid got rejected and therefore a Writ Petition challenging the disqualification was filed in Madras High Court. The writ petition was filed on 11th February 2021 with Madras High Court. The date of hearing for admission was 23-02-2021. The petition is pending for admission and a reply has been sought from the other party.
The management has evaluated all the pending legal cases in consultation with their legal counsel and they believe that they have got a good case and expect a favorable outcome in the majority of the above cases.
iii) ISYX Technologies India Private Limited.
Trigyn had received a notice from District Legal Service Authority, Krishna at Machilipatnam under Commercial Courts Act 2015 for mediation on claim for Rs. 508.87 lakhs Principal and Rs. 241.66 lakhs as interest calculated till 28-10-2022.
Trigyn had requested for four weeks' time, thereafter we have not received any communication from the authority.
38. Segment Reporting as per IND AS 108 on Operating Segment :
I n term of IND AS 108, The Company is having single reportable segment i.e. "Communications and information technology staffing support services”, hence segment reporting as per IND AS 108 is not made in current year.
39. A search u/s 132 of the Income Tax Act was conducted by the Income Tax department on 29th August 2018. Thereafter the notices were issued for the block assessment for the period 2014-15 to 2019-20 (7 assessment years). The company has received the assessment orders for said Block raising a fresh demand of Rs.3.14 crores. The main reason for the demand is on account of adjustments to the returned income made at the processing stage and in one case dividend distribution tax credit has not been considered by the department which has resulted in wrongful addition. There being mistakes apparent from records, the company filed appeals/rectifications wherever applicable in consultation with the company's tax advisors.
40. Corporate Social Responsibilities:
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, healthcare, women empowerment, measures for the benefit of war widows and contributions to incubators by the company as per the Act. The funds were primarily allocated to a corpus and utilised through the year on these activities which are specified in schedule VII of the Companies Act, 2013.
43. Loans and Advances to Wholly Owned Domestic Subsidiaries:
The company had formed two domestic wholly owned subsidiaries for promoting its business. Due to the lack of business, the holding company has advanced loans to its wholly owned subsidiaries to meet the shortfall in payment of it expenses. These advances are interest free and carry no stipulation in regard of its repayment. The terms and conditions of these advances are not prejudicial to the interest of the company and the same are in compliance with provisions of Section 185 of the Companies Act, 2013. Auditors have relied on the management representation provided by the company in this regard. The above advances have been fully provided in the books of accounts of the company.
The company has fully provided towards impairment of investments in the two wholly owned domestic subsidiaries.
44. Employee Stock Option Plans
a. The 1998 Employee Stock Option Plan
i. The 1998 Employees Stock Option Plan ('the Plan') provided for the issue of options up to 5% of the paid up equity share capital at a minimum exercise price of Rs. 265 per equity share, with a vesting period of 36 months from the date of grant of option. In 2002, the Company revised the Plan, whereby the options granted to the employees would vest in four equal installments from the date of the grant of the options.
No options were outstanding at the beginning of the year
ii. During the year ended March 31, 2001, the Company issued 156,060 options including 34,250 options to employee of its subsidiary, at an exercise price of Rs. 380.00/- per option and the prevalent market price of the shares, on the date of grant of these options was Rs. 394.30/- per share.
Presented below is a summary of the Company's stock option plan activity during the year ended 31 March 2023:
The company has introduced employee stock option plan. This employee equity-settled compensation plan is known as The Employee Stock Option Plan - 2000 (the "Plan"). The employee stock option plan is approved by shareholder of the company in June 2000. This plan is designed to provide incentives to any person who is employed or engaged by the TTL, directors of TTL or any of its parent, subsidiary and/or affiliate.
I n the AGM held on 30 December 2003, the Company passed a resolution to grant Mr. Homiyar Panday, President - US Operations and Employee of the Subsidiary Company, Trigyn Technologies Inc., upto a maximum limit of 240,000 stock options convertible into equivalent amount of equity shares in one tranche at an exercise price of Rs.10/- per equity share. These shares, if opted for, are to vest after a lock in period of one year from the date of grant of the said stock options.
150,000 stock options convertibles into equivalent amount of equity shares in one tranche at an exercise price of Rs.10/- per equity share were granted to Mr. Thomas Gordon, Senior Vice President Management
The original 100,000 options issued in the year 2010-11 to Mr. R. Ganapathi (Chairman and Executive Director) at exercise price of Rs.22.50 were forfeited during the year 2013-14.
The vesting period shall be minimum one year from the date of grant which shall be vested equally of the total options granted over a four-year period. The options granted shall be vested up to expiry of the plan. Any option granted shall be exercisable according to the terms and conditions as determined and as set forth in the option agreement. The exercise period shall be after one year from the date of grant valid till 6 May 2020. When exercisable, each option is convertible into one equity share of the company.
• In terms resolution passed in remuneration committee meeting held on August 19, 2013 the Company granted 100,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs. 10 per equity share under ESOP 2000 Scheme to Mr. R. Ganapathi (Chairman and Executive Director).
• In terms resolution passed in remuneration committee meeting held on May 26th, 2015 the Company granted 600,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs.10 per equity share under ESOP 2000 scheme to the following persons-:
* All the shares allotted to employees of the company 50,000 ESOP were forfeited on cessation of employment.
• In terms resolution passed in remuneration committee meeting held on April 14, 2016 the Company granted 250,000 stock options convertible into equivalent amount of equity shares to the following persons-:
Fair value of the options granted:
The fair value of the options granted is mentioned below as per vesting period. The fair value of the options is determined using Black-Scholes-Merton model which takes into account the exercise price, the term of the option (time to maturity), the share price as at the grant date and expected price volatility (standard deviation) of the underlying share, the expected dividend yield and risk-free interest rate for the term of the option. The fair valuation of the options has been done by an Independent Expert.
Rationale for principle variables used:
• Time to maturity of options is the period of time from the grant date to the date on which option is expected to be exercised. The minimum life of stock option is the minimum period before which the options cannot be exercised and maximum life is the period after which the options cannot be exercised.
• The expected price volatility is based on the historic volatility, adjusted for any changes to future volatility due to publicly available information.
i. Defined contribution plans
The Company has recognized Rs. 353.20 Lakhs (31 March 2022: Rs. 238.66 Lakhs) towards contribution to provident fund and Rs. 1.91 Lakhs (31 March 2022: Rs. 1.56 Lakhs) towards employee state insurance plan and Labour welfare fund of Rs. 0.43 Lakhs (Rs. 0.37 Lakhs) in the statement of profit and loss
ii. Defined benefit plan
In accordance with the Payment of Gratuity Act, 1972, the Company is required to provide post-employment benefit to its employees in the form of gratuity. The Company has maintained a fund with the Life Insurance Corporation of India to meet its gratuity obligations. In accordance with the Standard, the disclosures relating to the Company's gratuity plan are provided below.
The carrying amount of financial assets and financial liabilities measured at amortized cost in the financial statements are a reasonable approximation of their fair values since the company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
Fair value hierarchy
To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instrument into three levels prescribed under the accounting standard.
Level 1: Level 1 hierarchy includes financial instrument measured using quoted prices
Level 2: The fair value of financial instrument that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates.
Level 3: If all significant inputs required to fair value an instrument are unobservable, the instrument is included in level 3.
47. Financial risk management
The Company’s activities expose to a variety of financial risks viz., market risk, credit risk and liquidity risk. The Company’s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on it’s financial performance. The primary market risk to the Company is credit risk and liquidity risk. The Company’s exposure to credit risk is influenced mainly by Government Orders.
The company resumes reviews each of these risks summarizes below:
i) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other price risk such as equity price risk and commodity risk. Financial instruments affected by market risk include trade and other payables, investments in unquoted equity shares, security deposit, loans to employees and others, trade and other receivables, deposits with banks.
The sensitivity analysis in the following sections relate to the position as at 31 March 2023 and 31 March 2022. The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market risks. The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt, proportion of financial instruments in foreign currencies are all constant at 31 March 2023.
The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and other post retirement obligations; provisions; and the non-financial assets and liabilities of foreign operations.
Company’s activities expose it to variety of financial risks, including effect of changes in foreign currency exchange rate and interest rate.
a) Foreign currency risk
Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions primarily to USD. The company also incurs employee benefit expenses in foreign currency. The Company manages its foreign currency risk by natural hedging transactions that are expected to receive in USD and payable in USD.
Company do not enter into any derivative instrument in order to hedge its foreign currency risks.
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD and SGD exchange rates, with all other variables held constant.
b) Interest rate risk & price risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company does not account for any fixed rate financial assets or financials liability at fair value through profit or loss therefore a change in interest rates at the reporting date would not affect profit or loss. The company does not have any financial instruments which is exposed to change in price.
ii) Credit risk
A) Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. It arises from cash and cash equivalents, deposits with banks and financial institutions, security deposits, loans given and principally from credit exposures to customers relating to outstanding receivables. The Company's maximum exposure to credit risk is limited to the carrying amount of financial assets recognized at reporting date.
The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporate this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. The Company's policy is to deal only with credit worthy counterparties.
The credit risk for cash and cash equivalents, bank deposits, loans and derivative financial instruments is considered negligible, since the counterparties are reputable organizations with high quality external credit ratings.
Trade receivables mainly consist of group companies. The Company follows ‘simplified approach’ for recognition of impairment loss allowance. The Company has very limited history of customer default, and considers the credit quality of trade receivables that are not past due or impaired to be good.
Company provides for expected credit losses on financial assets by assessing individual financial instruments for expectation of any credit losses. Since the assets have very low credit risk, and are for varied natures and purpose, there is no trend that the company can draw to apply consistently to entire population. For such financial assets, the Company’s policy is to provide for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk.
B) As per the revised ECL policy for non-Government business, receivables in the ageing bucket "Greater than 365 days' is considered as 'Loss' and accordingly taken for the purpose of determining the historical loss rates. The historical loss percentage based on roll rate method is found out for non government business. For government business, the historical loss rate is computed based on the cumulative receivable amounts and the corresponding amount of loss given default for every bucket. Following percentage of receivables is considered as 'Loss' (LGD) for government business:
The historical loss percentage is applied on the receivables' balances at the valuation date. Two more scenarios are constructed based on an analysis of the regression between the forward-looking macroeconomic factors and the receivable balances and appropriate probability weight is assigned for the two scenarios and probability weighted expected credit loss is computed. Till date, the Company has provided below provision for ECL in the books of account.
iii) Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. Company's objective is to, at all-time maintain optimum levels of liquidity to meet its cash and collateral requirements. Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including overdraft, debt from domestic and international banks at optimized cost. Company enjoys strong access to domestic and international capital market across debt, equity and hybrids.
iv) Capital management
The company policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain development of the business. Management monitors the return on capital on continuous basis.
The company has adequate cash and bank balances and no interest bearing liabilities (except for hire purchase facility for some of fixed assets lying under Property Plant and Equipment). The Company monitors its capital by a careful scrutiny of the cash and bank balances and a regular assessment of any debt requirements. In the absence of any interest bearing debt, the maintenance of debt equity ratio etc. may not be of any relevance of the company.
V) Risk towards global Pandemic Covid - 19
The full impact of COVID-19 still remains uncertain and could be different from the estimates considered while preparing these Standalone Financial Statements. The company will continue to closely monitor any material changes to future economic conditions.
*The company has carried forward in the book of accounts the balance of the above mentioned overseas subsidiaries which has been wound up. The company is awaiting approval from the Reserve Bank of India for writing off these balances.
Process for obtaining necessary approval and permissions from Reserve bank of India (RBI) under FEMA regulations are under progress. In view of this, Investments, Loans & advances and provision for doubtful debts and impairment in the value of investments are retained and other entries are given effect to in the books of account which are subject to the approval of RBI. This matter is being carried forward for over 7 years.
49. Impairment of Assets:
There is no impairment loss on fixed assets on the basis of review carried out by the management in accordance with the accounting standard IND AS - 36 "Impairment of Assets".
Fixed Assets have been physically verified by the management at reasonable intervals. There are no discrepancies between the book records and the physical inventory. In our opinion, the frequency of verification is reasonable.
50. Suppliers covered by Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and Industrial (Development & Regulation) Act, 1951.
The Company has separately disclosed all the dues payable to Micro & Small Enterprises under Trade Payables in Part I - Balance Sheet, details of which are given in Note 21 of Notes to the Financial Statements. This is required to be given under the Notification dated 04 September 2015 pertaining to alterations in Schedule III issued by MCA.
51. Public deposit:
The Company has not accepted any deposit within the meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there under. The Auditors has relied upon management representation in this regard.
52. Major Contracts of the companyA) Implementation and Management of Cloud-Based Virtual Classroom System in identified schools in Andhra Pradesh
The total contract value of the Andhra Pradesh State Fibernet Limited (APSFL) project amounts to Rs. 160 Crores inclusive of GST. This comprises Rs. 80 crores for the supply of materials and installation of video conferencing equipment and the balance Rs. 80 crores towards operations and maintenance. The company has completed a major portion of the supply contract. Balance work at 59 schools, 1 District Studio and Central Studio is still pending for completion due to non-allotment of sites from APSFL.
The Company has recognized revenue of Rs. 79.90 crores in respect of the supply contract which includes unbilled revenue of Rs. 49.73 lacs up to 31st March 2023. This is in line with InD AS 115 - (Revenue from contracts with customers) accounting for contracts based on completion of the performance obligation. Noncurrent Prepaid Expenses include an amount of Rs.454.41 Lakhs representing project work in progress in respect of this project.
Against the milestone billings done of Rs. 79.40 crores, Rs. 17.85 crores have been received and balance of Rs. 61.50 crores is outstanding for more than 3 years. The Company is also holding an inventory of Rs. 2.22 crores as on 31st March 2023.
The operation and maintenance part of the contract was taken up in February 2019. The management has not booked any Quarterly Guaranteed Revenue on this part of the contract amounting to Rs. 80 crores, in view of uncertainty of collection.
Keeping in view the old outstanding of Rs. 61.50 crores being carried forward and poor collection till date, the management is of the view that their decision for not accounting unbilled revenue for AMC charges is justified and proper due to uncertainty of collection. In support of the management's stand, the company has obtained an opinion from a subject matter expert as of 31st March 2022.
The management has not classified the outstanding balance as doubtful of recovery and no provision has been made towards old outstanding. However, as per the Company's Expected Credit Loss (ECL) policy, the company has made a provision of Rs. 16.81 crores during the financial year 2022-23. The cumulative ECL provision made is Rs. 30.78 crores for the above outstanding.
B) Design, Development, Implementation, Operation, and Maintenance of Smart Parking Solution at Nashik
Due to various reasons, there was no collection of tolls from the 15 commissioned parking sites in Nashik. The company is in discussion with Nashik Smart City Development Corporation Ltd to sort out various issues related to the Smart Parking Project. During the quarter, the company has charged in the statement of Profit & Loss, the total expenditure of Rs. 60.21 lacs, the company has also amortized an amount of Rs. 22.48 lacs in respect of the capitalized portion of completed sites.
The unamortized Capital Cost carried forward in the Balance Sheet as at 31.03.2023 of Rs. 7.72 Crores including Rs. 1.49 Crores (Capital WIP) is not considered as impaired and not provided for.
53. During the year, the company has received Dividends from its wholly-owned subsidiary Trigyn Technologies INC - 25,50,000 USD (Gross USD 30,00,000 less withholding tax in USA USD 450,000 ) i.e. USD 2973 per share (equivalent to 2973%). In the Previous year Dividend received was 19,12,500 USD (Gross USD 22,50,000 less withholding tax in USA USD 337,500) i.e. USD 2230 per share (equivalent to 2230%).
54. The new code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified. The Ministry of Labour and Employment (the Ministry) has released draft rules for the Code on November 13, 2020 and has invited suggestions from stake holders which are under active consideration by the Ministry. The Company will complete its evaluation and will give appropriate impact in its financial statements in the period in which the Code becomes effective and the related rules are published.
55. The exceptional item for the quarter & year to date ended represents provision for loan given to subsidiary.
56. The company was served with an Audit report for its Andhra Pradesh unit under Section 65(6) of the CGST Act 2017 under rule 101(5) on 5th April 2021 for fY 2017-18 and FY 2018-19. The company did not agree with the contents of the said audit report and filed a detailed reply on 21st May 2021 raising various preliminary objections along with a rebuttal to various audit paras. The GST department issued one more audit report titled "Final Audit Report" dated 15th June 2021. The company replied to the final audit report vide its letter dated 26th June 2021 raising various preliminary objections against the said final audit report. The department issued a pre-SCN Consultation Notice dated 4th August 2021 to the company wherein tax amounting to Rs. 36.39 lakhs, interest amounting to Rs. 182 Lakhs and a penalty amounting to Rs. 102 Lakhs were quantified during the audit. The company paid Rs. 22.33 lakhs under protest against the said demand. The company has submitted to the GST department that the liability of tax, interest, and penalty as mentioned in Form DRC-01A is not acceptable. On 18th February 2022 GST department issued SCN and the company has replied on the same.
The case has been settled in May 2023 and Company has received an order from the GST Authorities dropping the substantial demand. This order is received after the balance sheet date but before the approval of financial statements.
Reasons for significant changes :
- Current ratio has dropped during the year because current liabilities have increased more than current assets due to advance taken against future services from subsidiaries
- Debt Equity ratio has decreased due to repayment of debt
- Debt service coverage ratio has increased because finance cost has decreased due to debt repayment and Earnings have increased during the year
- Return on equity ratio has increased due to receipt of dividend during the year
- Trade Receivable ratio has increased due to increase in revenue from operations during the year and decrease in sundry debtors - TTI (subsidiary company)
- Trade Payables Turnover ratio has increased substantially because of substantial increase in purchase due to increase in number of projects during the year
- Net Capital Turnover ratio has increased due to increase in revenue from operations
- Net profit margin has increased substantially due to dividend received from subsidiary during the year
- Return on Capital Employed has increased because of receipt of dividend during the year
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58. ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013
(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.
(iii) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
(iv) Utilisation of borrowed funds and share premium
I The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
II The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.
(vi) The Company has not traded or invested in crypto currency or virtual currency during the year.
(vii) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.
(viii) The Company has not used borrowings for purpose other than specified purpose of the borrowing.
(ix) There is no transaction with companies struck off under Companies Act, 2013 or Companies Act, 1956
59. DISCLOSURE AS PER REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
There are no loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties as at 31st March, 2023 and 31st March, 2022.
60. DISCLOSURE AS PER SECTION 186 OF THE COMPANIES ACT, 2013
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:
(i) Details of Investments made are given in Note No 4
(ii) There are no guarantees issued or loans given by the Company, other than to subsidiaries, as at 31st March, 2023 and 31st March, 2022.
61. During the year, the Company has made an investment of Rs. 8 Cr in Sampada Business Solutions Limited via Private Placement process. The share has a face value of Rs. 5 per share. It is fair valued at Rs. 90 per share as on 31.03.2023.
62. During the year, the company project teams and employees were "Working from Home". Some of the Group's projects particularly the Cloud-Based Virtual Classroom System at Andhra Pradesh and toll collection from the Parking project at Nashik were badly affected on account of the prolonged lockdown. The management of respective companies of the Group has evaluated the possible impact of this pandemic on the business operations and the financial position of the Group where fixed expenditures such as permanent staff salary, office and godown rent, finance costs, manpower agency charges, and others which have been accounted but could not be covered by revenue billing due to the prolonged lockdown.
63. Unbilled revenue as on 31st March 2023, includes Rs 22.46 Crs related to UNDP / UNICC Project for which service has been rendered but LOI is still under finalisation .
64. The Company is maintaining gratuity fund for employees with LIC. There is balance of Rs. 193.33 lakhs lying with fund as on 31st march 2023
65. Long term contracts and derivatives contract:
The Company assessed its long term contracts. There are no foreseeable losses on such contracts. The Company does not have any derivative contracts
66. Investor Education and Protection Fund:
During the year there is no amount required to be transferred to Investor Education and Protection Fund by the Company.
67. Previous year figures
The previous year figures have been reclassified to conform to this year’s classification wherever required.
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