Dear Members,
The Directors hereby present this Integrated Annual Report of XTGlobal
Infotech Limited ("The Company" or "XTGlobal") on the business and
operations of the Company along with the Audited Statement for the Financial Year ended 31st
March 2023. The consolidated performance of the Company and its subsidiaries has been
referred to wherever required. The report shall be available on
https://xtglobal.com/investors/financial-information/ as a part of Annual Report.
FINANCIAL RESULTS
The Audited Financial Statements of your Company as on 31st
March 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation
33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions
of the Companies Act, 2013 ("Act"). The summarized financial highlight is
depicted below:
Rs in Lakhs
|
Standalone |
Consolidated |
|
Mar 31, 2023 |
Mar 31, 2022 |
Mar 31, 2023 |
Mar 31, 2022 |
Revenue from operations |
6,616.53 |
5,105.41 |
24,196.99 |
21,673.65 |
Other Income |
257.22 |
-102.99 |
243.82 |
-99.80 |
Total Income |
6,873.75 |
5,002.42 |
24,440.82 |
21,573.84 |
Share of net profit of associates Less
Dividend |
- |
- |
233.90 |
133.00 |
Received |
|
|
|
|
Earnings Before Interest, Tax and
Depreciation |
1,766.32 |
1,237.41 |
2,924.10 |
2,876.99 |
Finance Cost |
381.93 |
189.78 |
443.38 |
218.20 |
Depreciation |
302.79 |
236.46 |
773.58 |
526.53 |
Profit before exceptional items and tax |
1,081.60 |
811.17 |
1,707.14 |
2,132.27 |
Profit before tax |
1,081.31 |
855.13 |
1,706.85 |
2,176.23 |
Tax expense |
336.53 |
154.21 |
460.52 |
154.21 |
Profit for the year |
744.78 |
700.92 |
1,246.33 |
2,022.02 |
Other Comprehensive Income |
90.89 |
-33.73 |
90.89 |
-33.73 |
Total Comprehensive Income for the year |
835.67 |
667.19 |
1,337.22 |
1,988.29 |
In compliance with the provisions of the Companies Act, 2013 and the
Indian Accounting Standards IND AS-10 and IND AS-28 on consolidated financial statements,
your directors have provided the consolidated financial statements for the financial year
ended March 31, 2023 which forms part of the Annual Report.
1. There are no material changes and commitments affecting the
financial position of your Company, which have occurred between the end of the financial
year and the date of this report.
2. Further, there has been no change in nature of business of your
Company.
COMPANY'S FINANCIAL PERFORMANCE
On a consolidated basis, the revenue for FY 2023 was 24196.99 lacs,
higher by 12 percent over the previous year's revenue of 21673.65 lacs. The profit
after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 and
FY 2022 was 1337.22 lacs and 1988.29 lacs, respectively.
On a standalone basis, the revenue for FY 2023 was 6616.53 lacs, higher
by 30 percent over the previous year's revenue of 5105.41 lacs in FY 2022. The profit
after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 and
FY 2022 was 835.67 lacs and 667.19 lacs, respectively. Your directors express their
heartfelt gratitude to all investors for being there with your Company in its growth
journey.
*We would like to bring to the attention of all stakeholders a
classification error that occurred in the recently published consolidated financial
results for the fourth quarter of the financial year ending on March 31, 2023. Our
group received a dividend of Rs 328.84 Lakhs from an associate entity. It was accounted
for as income in the P&L Account but the adjustment towards the receipt of dividend
was given affect to the retained earnings of the group instead of showing as an adjustment
in consolidated P&L Account while publishing the consolidated results for Fourth
Quarter. We would like to emphasize that this adjustment had no impact on the overall
position of Consolidated Assets and Liabilities as of March 31, 2023. DIVIDEND
The Board of Directors ("Board"), after a comprehensive
evaluation of relevant factors and considering the substantial growth opportunities that
the company is currently pursuing. The Board believes that withholding dividends is a
prudent step in light of the company's focus on capitalizing on these growth prospects and
decided not to recommend any dividend for the year under review.
TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of
profit under Retained Earnings. Accordingly, your Company has not transferred any amount
to General Reserves for the year ended 31st March, 2023. The closing balance of
the retained earnings of the Company for FY 2022-23 was Rs.1976.87 Lacs.
REVISION OF FINANCIAL STATEMENTS
There was no revision of the financial statements for the year under
review. LISTING FEES
Your Company has paid the requisite Annual Listing Fees to BSE Limited
(Scrip Code: 531225), where its securities are listed. SHARE CAPITAL
During the Financial Year 2022 -23, there was no change either in its
Authorised share capital or paid-up share capital. As on 31st March, 2023 the
Authorised Share Capital of the Company was 25,00,00,000/- divided into 25,00,00,000
Equity shares of 1/- each and issued, subscribed & paid-up share capital was 13,29,68,455
divided into 13,29,68,455 Equity Shares of . 1/- each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board of Directors of the Company is in
accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing
Regulations, with an appropriate combination of Executive, Non-Executive and Independent
Directors.
As on March 31, 2023, the Board of the Company has 7 (Seven) Directors
comprising of 1 (One) Managing Director, 1 (One) Whole Time Director, 2 (Two)
Non-Executive Director and 3 (Three) Independent Directors. The complete list of Directors
of the Company has been provided in the report on corporate governance forming part of
this Annual Report.
Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr.
Raghuram Kusuluri, Chief Financial Officer and Ms. Shikha Gangrade, Company Secretary and
compliance officer were the Key Managerial Personnel of the Company during the year under
review. During this year, your Company has regularized the appointment of Mr. Srinivasa
Pendyala (DIN:09340407) from additional director to Non-Executive Independent Director in
its 34th Annual General Meeting of the Company.
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of the Company, Mrs. Vuppuluri Sreedevi
(DIN: 02448540) is liable to retire by rotation at the ensuing Annual General Meeting
(AGM) and being eligible offers herself for re-appointment.
The Notice part of the report includes a resolution that seeks
shareholders' approval for the appointment or reappointment of these individuals,
accompanied by all necessary details as required.
In accordance with the regulations outlined in Section 149 of the Act,
the Independent Directors have submitted declarations confirming that each of them
fulfills the criteria for independence as stipulated in Section 149(6) of the Act, as well
as the associated Rules and Regulation 16(1)(b) of the SEBI Listing Regulations and there
have been no alterations in the circumstances that might impact their standing as
independent directors of the Company.
COMMITTEES OF THE BOARD
There are various Board constituted Committees as stipulated under the
Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Corporate Social Responsibility Committee. During
the year, all recommendations made by the committees were approved by the Board. During
the period under review, your company has formulated Corporate Social Responsibility
Committee in accordance with the provisions of Section 135 of the Act, details are
provided in the Corporate Governance report, which forms part of this Integrated Annual
Report. Brief details pertaining to composition, terms of reference, meetings held and
attendance of these committees during the year have been enumerated in Corporate
Governance report, which forms part of this Integrated Annual Report.
DIRECTORS LIABLE FOR RETIRE BY ROTATION
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mrs. Vuppuluri Sreedevi and Mr. Ramarao Atchuta Mullapudi, Directors of the Company are
liable to retires by rotation and out of these two directors Mrs. Vuppuluri Sreedevi is
retiring by rotation being eligible, offers herself for reappointment. The Board
recommends for her re-appointment. MANAGEMENT DISCUSSION AND ANALYSIS Management
Discussion and Analysis, forming part of this report as required under Regulation 34 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 {hereinafter referred as SEBl (LODR) Regulations, 2015}, is attached
separately to this Report as Annexure - C.
BOARD EVALUATION
Pursuant to provisions of the Companies Act, 2013 and Regulation 19
read with Schedule II, Part D of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy
on evaluation of performance of Board of Directors, Committees and Individual directors.
The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations. The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, including the
contributions made at the Board meeting, attendance, instances of sharing best and next
practices, domain knowledge, vision, strategy, engagement with senior management etc. The
performance of the committees was evaluated by the board after seeking inputs from the
committee members based on criteria such as the composition of committees, effectiveness
of committee meetings, etc. The above criteria are based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India.
In a separate meeting of independent directors held on 29th
March 2023 performance of non-independent directors, the board as a whole and the Chairman
of the Company was evaluated, considering the views of executive directors and
non-executive directors. Performance evaluation of independent directors was done by the
entire Board, excluding the independent director being evaluated.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc. The details of the evaluation process are set out in the Corporate Governance Report,
which forms a part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 (Five) times in the financial year 2022-23. The details
of the Board Meetings are given in the Corporate Governance Report. The gap between two
meetings did not exceed one hundred and twenty days as provided under the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. INDEPENDENT DIRECTOR'S MEETING
The Independent Directors met on 29th March, 2023, without
the attendance of Non-Independent Directors and members of the management. The Independent
Directors reviewed the performance of Non-Independent Directors, the Committees and the
Board as a whole along with the performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.
AUDIT COMMITTEE
The Audit Committee comprises of below mentioned directors as on 31st
March 2023:
Name of the Member |
Category |
Mr. Venkata Appala Narasimha Raju Kalidindi |
Non-Executive-Independent Director,
Chairperson |
Mr. Saibaba Karuturi |
Independent Director |
Ms. Vuppuluri Sreedevi |
Executive Director |
There are no recommendations of the audit committee which have not been
accepted by the board during the year under review. Details of terms of reference of Audit
Committee and meetings of Audit Committee held during the year under review have been
given in Corporate Governance Report. The details pertaining to the composition and
attendance of the audit committee are included in the Corporate Governance Report, which
is a part of this report.
NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination & Remuneration
Committee, framed a policy for selection and appointment of Director(s), Senior Management
Personnel and their remuneration. The composition of the Nomination & Remuneration
Committee was in compliance with the requirements of the provisions of Section 178 of the
Companies Act, 2013 and of Regulation 19 of the SEBl (LODR) Regulations, 2015 except as
mentioned in corporate governance report of the Company. The Nomination & Remuneration
Committee comprises of below mentioned directors as on 31st March 2023:
Name of the Member |
Category |
Mr. Saibaba Karuturi |
Non-Executive-Independent Director,
Chairperson |
Mr. Venkata Appala Narasimha Raju Kalidindi |
Non-Executive-Independent Director, Member |
Mr. Jagannatha Prasad Malireddy |
Non-Executive Director, Member |
DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF
CODE OF CONDUCT
Pursuant to the provisions of Section 149 of the Act, the independent
directors have submitted declarations that eachof them meet the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunderand Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no
change in the circumstances affecting their status as independent directors of the
Company. None of the Independent Non-Executive Directors held any equity shares of your
Company during the financial year ended 31st March, 2023. None of the Directors
had any relationships inter se. The independent directors have also confirmed that
they have complied with Schedule IV of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence.
Your Company has in place, a Code of Conduct for the Board of Directors
and Senior Management Personnel, which reflects the legal and ethical values to which your
Company is strongly committed. The Directors and Senior Management Personnel of your
Company have complied with the code as mentioned hereinabove.
FAMILIARISATION PROGRAMME
These Programs aim to provide insights into the Company to enable the
Independent Directors to understand its business in depth and contribute significantly to
the Company. The details of program for familiarisation of Independent Directors with the
Company are available on the Company's website at www.xtglobal.com. The Board members
are also regularly updated on changes in Corporate and Allied laws, Taxation laws and
related matters through presentations and updates made by the respective functional
leaders. MD & WTD along with Senior leadership conducts quarterly sessions with board
members sharing updates about the Company's business strategy, operations, and the
key trends in the IT industry relevant for the Company. These updates help the board
members to abreast themselves with the key changes and their impact on the Company. BOARD
POLICIES The details of various policies approved and adopted by the Board as required
under the Companies Act, 2013 and SEBI Listing Regulations are updated on the website of
the Company and can be accessed at
https://xtglobal.com/investors/corporate-governance-and-policies/ .
EMPLOYEE STOCK BENEFIT SCHEME
Pursuant to the approval accorded by members at their Annual General
Meeting held on 30th September 2020, the Nomination & Remuneration
Committee of the Company formulated an employee benefit scheme "XTGlobal Infotech
Limited Employees Stock Benefit Scheme 2020" ("Scheme") in
accordance with the Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014. The Scheme ESBS is applicable to all permanent and full time employees
of the Company and its Subsidiary Company whether working in India or out of India, and to
the Directors whether a Whole time Director or not but, excluding Independent Director,
Non-Executive Directors of the Company and its Subsidiary Company(ies) and also excluding
Promoter or a person belonging to the Promoter Group; or a Director who either himself or
through his Relative or through any Body Corporate, directly or indirectly, holds more
than ten percent of the outstanding Equity Shares of the Company.
The eligibility of employees to receive grants under the Scheme has to
be decided by the Nomination & Remuneration Committee (NRC) from time to time at its
sole discretion. Vesting of the Options/RSUs shall take place in the manner determined by
NRC at the time of grant and such other conditions as provided under the Scheme. The
Exercise Price of each grant is determined by the NRC based on the market price at the
time of Grant.
A. Disclosure as per Indian Accounting Standard 102 Share Based
Payment issues by ICAI
1. 2. The Company has Nil' Share Based Payment arrangements
during the year ended 31st March, 2023. The estimated fair value of each stock
option granted in the general employee stock benefit scheme is 1/-.
3. Expenses arising from employee stock benefit scheme is
Nil' for the reporting period.
B. Diluted EPS on issue of shares pursuant to all the schemes covered
under the regulations shall be disclosed in accordance with 'Accounting Standard 20 -
Earnings Per Share' issued by ICAI or any other relevant accounting standards as
prescribed from time to time No ESOP's issued during the period therefore
there are no potentialequity shares. Thus, basic EPS and Diluted EPS are same.
C. Details related to Scheme
1. A description of each ESOS that existed at any time during the
year, including the general terms andconditions of each ESOS i. Date of
shareholders' approval 30th September, 2020 ii. Total number of
Options/RSUs approved under the Scheme Restricted Stock Units ("RSUs")
20,00,000 (Twenty Lakhs) Employee Stock Options ("Options")
30,00,000 (Thirty Lakhs) iii. Vesting requirements - Vesting period for both options and
RSUs shall commence after minimum period of 1 (One) year from the grant date and it may
extend upto maximum of Four (4) years from the grant date. The Actual vesting may further
be linked with the eligibility criteria, as determined by the Nomination &
Remuneration Committee in accordance with the Scheme. iv. Exercise price or pricing
formula For options: The exercise price shall be based on the Market Price of the
Company.
For RSUs: The exercise price shall be the face value of the Equity
Shares of the Company presentlybeing Re. 1/. v. Maximum term of options granted - The
Options and/or RSUs granted under the Scheme shall vest within a maximum period of Four
(4) years from the grant date. vi. Source of shares (primary, secondary or combination)
Primary vii. Variation in terms of options - Not Applicable
2. Method used to account for ESBS Fair Value
3. Where the company opts for expensing of the options using the
intrinsic value of the options, the difference between the employee compensation cost so
computed and the employee compensation costthat shall have been recognized if it had used
the fair value of the options shall be disclosed. The impact of this difference on profits
and on EPS of the company shall also be disclosed Not Applicable, as the Company is
using Fair Value Method.
4. Option movement during the year:
Particulars |
Details |
Number of options outstanding at the
beginning of the period |
50,00,000 |
|
(30,00,000 Options & 20,00,000 RSUs) |
Number of options granted during the year |
NIL |
Number of options forfeited / lapsed during
the year |
NIL |
Number of options vested during the year |
NIL |
Number of options exercised during the year |
NIL |
Number of shares arising as a result of
exercise of options |
NIL |
Money realized by exercise of options (INR),
if scheme is implemented directly by the company |
NIL |
Loan repaid by the Trust during the year from
exercise price received |
NIL |
Number of options outstanding at the end of
the year |
50,00,000 |
|
(30,00,000 Options & 20,00,000 RSUs) |
Number of options exercisable at the end of
the year |
- |
Weighted-average exercise prices: Exercise of options was not executed
during the year under review. weighted-average fair values: Nil
6. Employee wise details (name of employee, designation, number of
options granted during the year, exercise price) of options granted to a. Senior
managerial personnel. b. Any other employee who receives a grant in any one year of option
amounting to 5% or more of option granted during that year; and c. Identified employees
who were granted options, during any one year, equal to or exceeding 1% of the issued
capital (excluding outstanding warrants and conversions) of the Company at the time of
grant.
Board has delegated its power to NRC to decide criteria for selection
of Employees, however, during the year under review, NRC has not granted any Options/RSU
under the Scheme.
7. A description of the method and significant assumptions used during
the year to estimate the fair value of options During the year fair value was not
calculated for the purpose of grant of ESBS as no option/RSU was granted in the FY
2022-23.
Scheme Compliance status
XTGlobal Infotech Limited Employees Stock Benefit Scheme 2020 is
in compliance with Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021and the Companies Act, 2013. The Company has received a
certificate from the Statutory Auditors of the Company certifying that ESBS- 2020 is being
implemented inaccordance with the SEBI Regulations and is in accordance with the
resolution passed by the Members of the Company at the Annual General Meeting.
Administration of the Scheme
The Nomination & Remuneration Committee of the Board administers
the Employee Stock Benefit Schemes as formulated by the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of your Company, to the best of their
a) knowledge, belief and ability and explanations obtained by them,
confirm that: in the preparation of the annual financial statements, for the financial
year ended 31st March 2023, the applicable accounting standards had been
followed along with proper explanation relating to material departures, if any;
b) the accounting policies had been selected and applied consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the financial year ended 31st
March 2023 and of the profit of the Company for that period;
c) proper and sufficient care had been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the annual accounts had been prepared on a going concern basis;
e) internal financial controls, to be followed by the Company, had been
laid down and these 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.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered with your Company,
during the financial year were on arm's length basis and were in the ordinary course
of the business and in accordance with the provisions of the Act and the rules made
thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party
Transactions. All Related Party Transactions were placed before the Audit Committee and
the Board of Directors, pursuant to applicable provisions of SEBI (LODR) Regulations, 2015
& Companies Act, 2013. Prior omnibus approval of the Audit Committee has been obtained
for the transactions which were repetitive in nature. The transactions entered pursuant to
the omnibus approval so granted are audited and a statement giving details of all related
party transactions is placed before the Audit Committee and the Board of Directors. The
policy on Related Party Transactions as approved by the Board, is available at the
Company's website.
No Contract or Agreement was executed between the Company and any of
the Related Party which was not at arms- length price during the period under review.
The particulars of related party transactions in prescribed Form AOC -
2 are attached as "Annexure-A."
CORPORATE SOCIAL RESPONSIBILITY
XTGlobal's CSR initiatives and activities are aligned to the
requirements of Section 135 of the Act. The brief details of the CSR Committee are
provided in the Corporate Governance Report, which forms part of this Integrated Annual
Report. The CSR Policy and CSR Plan is available on the website of your Company at:
https://xtglobal.com/investors/corporate-governance-and-policies/
A brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in "Annexure
E" of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
Further, the Chief Financial Officer of your Company has certified that
CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in
the manner approved by the Board.
RISK MANAGEMENT
The Company has developed and implemented a risk management policy
which identifies major risks which may threaten the existence of the Company. The same has
also been adopted by your Board and is also subject to its review from time to time. Risk
mitigation process and measures have been also formulated and clearly spelled out inthe
said policy. Formulation of Risk Committee is not applicable on the Company as per the
applicable provisions. The elements of risk as identified for the Company with impact and
mitigation strategy are set out in the Management Discussion and Analysis Report.
AUDITORS
a) Statutory Auditors:
The members, at Thirty Third Annual General Meeting of the Company held
on 29th September, 2021 had accorded their approval pursuant to provisions of
Sections 139 and other applicable provisions of the Companies Act, 2013 and Rules made
there under to appoint M/s. C. Ramachandram & Co., Chartered Accountants (Registration
No. 002864S) as the Statutory Auditor of the Company for a period of five years from the
conclusion of 33rd AGM till the conclusion of 38th Annual General
Meeting on such remuneration as may be determined by the Board of Directors.
The Statutory Auditors have confirmed that they satisfy the criteria of
independence, as required under the provisions of the Companies Act, 2013. There is no
qualification, reservation or adverse remark or disclaimer in the Auditors' Report
notes to the accounts are self-explanatory, needs no further clarification or explanation.
There are no frauds on or by your Company, which are required to be reported by the
Statutory Auditors of your Company. Representative of the Statutory Auditors of your
Company attended the previous AGM of your Company held on 23rd September, 2022.
b) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of SEBI Listing Regulations, M/s. VCSR & Associates, Practicing
Company Secretaries were appointed as Secretarial Auditor on 13th August, 2022,
to undertake the secretarial audit of your Company for FY23. The report of the Secretarial
Auditor, in the prescribed Form MR-3 is annexed to this report as "Annexure-B".
The Secretarial Auditors' Report for FY23 does not contain any qualification,
reservation or adverse remark in the form
MR-3 which is annexed to this report. c) Internal Auditor:
Pursuant to provisions of Section 138 read with Rule 13 of the
Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies
(Meetings of Board and its Powers) Rules, 2014 the Company has appointed M/s. T
Mohan & Associates (Formerly M/s Lakshmi & Associates), Chartered Accountants,
Hyderabad as Internal Auditors for the Financial Year 2022-23.
Summary of Significant Audit Observations along with recommendations
and its implementations are reviewed by the Audit Committee and concerns, if any, are
reported to Board. There were no adverse remarks or qualifications on accounts of the
Company from the Internal Auditor.
INTEGRATED REPORT
The Company has voluntarily provided the Integrated Report, which
encompasses both financial and non-financial information to enable the Members to take
well informed decisions and have a better understanding of the Company's long-term
perspective. The Report also touches upon aspects such as organisation's strategy,
governance framework, performance and prospects of value creation based on the five forms
of capital viz. financial capital, intellectual capital, human capital, social capital and
natural capital.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
a) Conservation of Energy, Technology Absorption The Company is
committed towards conservation of energy and climate action towards Environmental
Sustainability. The details as required under the provisions of Section 134(3) (m) of the
Companies Act, 2013 in respect of conservation of energy and technology absorption the
Company continues to adopt and use the latest technologies to improve the productivity and
quality of its services and products. The Company's operations do not require
significant import of technology. Your Company has also taken steps for conversation of
Energy at theOffice. Initiatives in new premises of vizag office infrastructure included
higher energy efficiencies in heating, ventilation, and air conditioning (HVAC) systems,
uninterruptible power supply, use of LEDs
b) Foreign Exchange earnings and Outgo Earning: Rs. 6492.76 Lakhs
Outgo: Rs 854.22 Lakhs
ANNUAL RETURN
Pursuant to the requirement under Section 92(3) read with Section
134(3)(a) of the Companies Act, 2013, the Annual return as on 31st March, 2023
is available on Company's website and the copy of the annual return can be accessed
at https://xtglobal.com/investors/shareholders-information/ .
INTERNAL FINANCIAL CONTROL
The Company has internal financial controls which are adequate and
operate effectively. The controls are adequate for ensuring the orderly & efficient
conduct of the business, including adherence to the Company's policies,the
safeguarding of assets, the prevention & detection of frauds & errors, the
accuracy & completeness of accountingrecords and timely preparation of reliable
financial information.
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weakness, inefficiency or inadequacy in the design or operation was
observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the reporting period, no loans, investments, guarantees, and
security were executed by the Company in respect of provisions of section 185 of the
Companies Act, 2013. Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the
accompanying financial statements of your Company.
SUBSIDIARY & ASSOCIATE COMPANY & JOINT VENTURES
Your Company has one foreign subsidiaries i.e. XTGlobal Inc. (USA)
wholly owned subsidiary. Along with that XTGlobal is having one associate company i.e.
Network Objects Inc. with a 44.33% of holding. During the financial year, your Board of
Directors had reviewed the affairs of the subsidiaries. The consolidated financial
statements of your Company are prepared in accordance with Section 129(3) of the Companies
Act, 2013; and forms part of this Annual Report.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiaries
in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the
provisions of Section 136 of the Act, the financial statements of the Company,
consolidatedfinancial statements along with relevant documents and separate audited
financial statements in respect of subsidiaries, are available on the website of the
Company www.xtglobal.com. Further, the Company does not have any joint venture during the
year or at any time after the closure of the year and till the date of the report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
Policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of accounting records, and the timely preparation of
financial disclosures.
The Company has an internal Control System commensurate with the size,
scale and complexity of its operations. These are routinely tested and certified by
Statutory as well as Internal Auditor. Significant audit observations and corrective
action are reported to the Audit Committee.
The concerned executives monitor and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company. Based onthe report of
internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and
Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism
Framework ("Framework"), under your Company has formulated a mechanism called
"Vigil Mechanism/ Whistle Blower Policy" for directors and employees to report
to the management instances of unethical behaviour, actual or suspected fraud or violation
of the Company's Code of Conduct and provided a framework to protect employees
wishing to raise a concern about serious irregularities within the Company.
The policy permits all the directors and employees to report their
concerns to the Competent Authority, Chairman /Managing Director of the Company and
if the Whistle Blower believes that there is a conflict of interest between the Competent
Authority and the Whistle Blower, he/she may send his/her protected disclosure directly
tothe Chairman of the Audit Committee.
The policy with the designation and address of the Competent Authority,
Chairman/Managing Director of the Company and Chairman of the Audit Committee has been
communicated to the employees by uploading the same on the website of the Company.
The Whistle Blower Policy is made available on the website of the
Company.
PREVENTION OF SEXUAL HARASSMENT POLICY
Your Company laid down Prevention of Sexual Harassment policy and it is
made available on the website of the Company. The Company has zero tolerance on Sexual
Harassment at workplace. During the year under review there were no cases filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Company has duly constituted Internal Complaints Committee for redressal of
sexual harassment matters under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The said Policy is uploaded on the website of the Company at:
https://xtglobal.com/investors/corporate-governance-and-policies/
Internal Complaints Committee:
S.No. |
Name |
Designation |
Position Held |
A. Hyderabad - Telangana |
|
|
1. |
Venkata Nimeesha Posa |
Deputy General Manager |
Presiding Officer |
2. |
Shalini Gangadhari |
Senior HR Generalist (DS) |
Member |
3. |
Rashmika Thungaturthi |
Junior Recruiter (NS) |
Member |
4. |
Pavan Kumar Challa |
Deputy General Manager |
Member |
5. |
Sudhir Bhagwanrao Bhilar |
Deputy General Manager |
Member |
6. |
Prahlad B Reddy |
3rd Party Member |
Member |
B .Vizag - Andhra Pradesh |
|
|
1. |
Jyothi Ramya Kunche |
Team Lead |
Presiding Officer |
2. |
Subbarao Vantipalli |
GM Payroll & Admin |
Member |
3. |
Prathima Santhoshi Matha |
Team Lead (BPO) |
Member |
4. |
Ramesh Kolukulapalli |
Asst. Manager Operations |
Member |
5. |
Yamuna Konda |
Senior Process Associate |
Member |
6. |
Veera Raju Modili |
3rd Party Member |
Member |
All employees (permanent, contractual, temporary and trainees) are
covered under this policy. Following are the details of the complaints received by your
Company during FY 2022-23:
S. No. |
Particulars |
Number of cases |
1. |
No. of complaints received |
0 |
2. |
No. of complaints disposed of |
0 |
3. |
No. of cases pending for more than 90 days |
0 |
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet. There were no outstanding deposits within the meaning of
Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23.
Since the Company has not accepted any deposits during the Financial
Year ended March 31, 2023, there are no instances of non-compliance with the requirement
of the Act.
INSURANCE
Your Company's Assets have been adequately insured.
CORPORATE GOVERNANCE
Your Company is committed to good corporate governance practices. The
Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this
Integrated Annual Report along with the required certificate from a Practicing Company
Secretary regarding compliance of the conditions of Corporate Governance as stipulated.
Your Company has been particular in implementing and complying with the norms of Corporate
Governance and complying all the mandatory requirements as specified in Regulations 17 to
27, clause (b) to (i) of sub-regulation (2)of Regulation 46 and paragraph C, D and E of
Schedule V of the SEBI (LODR) Regulations, 2015. A detailed report on Corporate Governance
covering among others composition, details of meetings of the Board and Committees along
with a certificate for compliance with the conditions of Corporate Governance in
accordance with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached separately to this Report as
Annexure - D.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of the Company formulates
the criteria for determining the qualifications, positive attributes and independence of
Directors in terms of its charter. In evaluating the suitability ofindividual Board
members, the Committee takes into account factors such as educational and professional
background, general understanding of the Company's business dynamics, standing in the
profession, personal and professional ethics, integrity and values, willingness to devote
sufficient time and energy in carrying out their dutiesand responsibilities effectively.
The Committee also assesses the independence of Directors at the time
of their appointment / re-appointment as per the criteria prescribed under the provisions
of the Act and the rules made thereunder and the Listing Regulations.
The Remuneration Policy for Directors, Key Managerial Personnel and
other employees is provided in the Corporate Governance Report forming part of this
Report.
PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
In terms of the provisions 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 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:
Particulars |
Ratio to Median Remuneration |
Non-Executive Directors* |
- |
Executive directors |
3.47 |
*No remuneration other than sitting fee is paid to Non-executive
Independent Director of the company.
b. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the financial year:
Designation |
% Increase in Remuneration in the Financial
Year |
Directors |
No remuneration other than
sitting fee is paid to Non- executive Independent Director of the company |
Chief Executive Officer |
The company has not appointed Chief Executive
Officer during the financial year |
Chief Financial Officer |
There is a change of around
24% in the Remuneration of the Chief Financial Officer from the last year |
Company Secretary |
There is a change of around 15% in the
Remuneration from the last year |
c. The percentage increase in the median remuneration of employees in
the financial year 2022-23: 0.88 times d. The number of permanent employees on the rolls
of Company (As on 31st March, 2023): 540 Employees (Male -333 & Female -
207)
e. Average percentage increase 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: The average annual increase was around 26.7% for personnel other
than managerial personnel. No managerial remuneration was paid for the financial year
2022-23 except remuneration paid to Mrs. Vuppuluri Sreedevi.
f. Affirmation that the remuneration is as per the remuneration policy
of the Company.
g. The Company affirms that the remuneration is as per the remuneration
policy of the Company. There are no employees drawing remuneration in excess of the limits
set out in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
h. There are no employees drawing remuneration in excess of the limits
set out in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
i. If employed throughout the financial year or part thereof, was in
receipt of remuneration in that year which, in the aggregate or as the case may be, at a
rate which, in the aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the Company- None
OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF
COMPANY SECRETARIES OF INDIA
Your Company is in compliance with the applicable Secretarial
Standards, issued by the Institute of Company Secretaries of India and approved by the
Central Government under Section 118(10) of the Act. The Company has devised proper
systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate
and operating effectively.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial
position of your Company between the end of FY 2022-23 and the date of this report, which
could have an impact on your Company's operation in the future or its status as a
"Going Concern".
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status from April 2022 to March, 2023.
HUMAN RESOURCE DEVELOPMENT Your company continues to enjoy cordial
relationship with its personnel at all levels and focusing on attracting and retaining
competent personnel and providing a holistic environment where they get opportunities to
grow and realize their full potential. Your company is committed to providing all its
employees with a healthy and safe work environment; therefore, Company has provided work
from home facility to its maximum employees to prevent employees and their families from
Covid attach. Your company is organizing training programs wherever required for the
employees concerned to improve their skill. Employees are also encouraged to participate
in the webinars organized by the external agencies related to the areas of their
operations.
MAINTAINANCE OF COST RECORDS
The Central Government has not prescribed the maintenance of cost
records under sub-section (1) of section 148 of the Act, and accordingly, such cost
accounts and records are not maintained by the Company.
INSIDER TRADING REGULATIONS
Your Company is compliant Pursuant to the provisions of SEBI
(Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the
Company has formulated a Code of Conduct on Prohibition of Insider Trading (Insider
Trading Code'). The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.
CFO CERTIFICATION
As required under Regulation 17(8) of the SEBI Listing Regulations, the
CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow
Statement and adequacy of Internal Control Systems for financial reporting for the
financial year ended 31st March, 2023. Their Certificate is annexed to this
Directors' Report.
GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/events of these nature during
the year under review: a. Issue of equity shares with differential rights as to dividend,
voting or otherwise. b. Issue of Shares (Including ESOP) to employees of your Company
under any scheme. c. Significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and your Company's operation in
future. d. Change in the nature of business of your Company. e. No application was made or
any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. f. One time
settlement of loan obtained from the Banks or Financial Institutions. g. Revision of
financial statements and Directors' Report of your Company
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their gratitude
to the Central Government, State Government and Local Authorities, Financial Institutions,
Banks, Customers, Dealers, Vendors and all the stakeholders for their continued
cooperation and support to your Company. The Board of Directors wishes to express its
appreciation to all the employees of the Company for their contributionto the operations
of the Company. The Directors appreciate and value the contribution made by every member
of the XTGlobal Family. The Board specially thank to the shareholders for their continued
confidence and faith in the Company.
|
|
For and on behalf of |
|
Board of Directors of XTGlobal
Infotech Limited |
Place: Hyderabad |
|
|
Date: 05th September, 2023 |
SD/- |
SD/- |
|
K V A. Narasimha Raju |
Vuppuluri Sreedevi |
|
Director |
Whole-time Director |
|
DIN: 08835460 |
DIN: 02448540 |
|