Your Directors have great pleasure in presenting the report of the Business andOperations of your Company (the Company' or AIL') along with the auditedfinancial statements for the financial year ended March 31 2018. The ConsolidatedPerformance of your Company and its subsidiaries has been referred to wherever required.
(Rupees in Lakhs)
|Particulars ||Consolidated ||Standalone |
| ||2017-2018 ||2016-2017 ||2017-2018 ||2016-2017 |
|Total Income ||3804.74 ||5302.78 ||2264.91 ||426.97 |
|Profit before Finance Cost Depreciation & Amortization Taxation & Exceptional items ||1182.92 ||1945.94 ||314.61 ||147.60 |
|Less: Finance cost ||18.50 ||29.09 ||18.50 ||0.08 |
|Depreciation and Amortization Expenses ||42.21 ||20.73 ||42.21 ||2.50 |
|Profit before tax & Exceptional items ||1122.20 ||1896.12 ||253.90 ||145.02 |
|Less: Exceptional items ||0 ||0.10 ||0 ||0.10 |
|Profit before tax ||1122.20 ||1896.02 ||253.90 ||144.92 |
|Less: Tax expenses ||74.43 ||335.71 ||55.21 ||9.82 |
|Profit before Minority Interest ||1047.78 ||1560.31 ||198.69 ||135.10 |
|Less: Minority Interest ||0 ||0 ||0 ||0 |
|Profit after tax ||1047.78 ||1560.31 ||198.69 ||135.10 |
Your Directors have not recommended any dividend for this financial year 2017-2018.
Review of Operations
During the year under review your Company achieved a consolidated revenue ofRs.3804.74 Lakhs as against a revenue of Rs. 5302.78 Lakhs in the previous fiscal. YourCompany has earned a Consolidated PBT of Rs.1122.20 Lakhs as against Rs. 1896.02 Lakhs inthe previous fiscal and Consolidated PAT of Rs.1047.78 Lakhs as against Rs. 1560.31 Lakhsin the previous year.
At standalone level your Company recorded a revenue of Rs 2264.91 lakhs against arevenue of Rs. 426.97 lakhs in the previous year EBITDA of Rs.314.61 lakhs as against Rs.147.60 Lakhs of previous year and PAT of Rs.198.69 lakhs as against PAT of Rs. 135.10Lakhs in the previous year.
Consolidated Financial Statements (CFS)
The Consolidated Financial Statements of your Company for the financial year 2016-17are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued thereunder applicable Accounting Standards and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as the "Listing Regulations"). The consolidated financial statements havebeen prepared on the basis of audited financial statements of your Company itssubsidiaries as approved by the respective Board of Directors.
The CFS should therefore be read in conjunction with the directors' report financialnotes cash flow statements and the individual auditor reports of the subsidiaries.
Pursuant to provisions of section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the Company's subsidiaries isattached to the financial statements of the Company.
Abridged Annual Accounts
Pursuant to the provisions of the first proviso to Section 136(1) of the Act and Rule10 of Companies (Accounts) Rules 2014 the abridged annual accounts are being sent to allshareholders whose e-mail id's are not registered with the Company. The full annual reportis available on the website of your Company at www.adroitinfotech.in and available forinspection at the registered office of the Company during working hours. Any memberinterested in obtaining the full annual report may write to the Company Secretary and thesame will be furnished on request.
Companies which have become or ceased to be its Subsidiaries joint ventures orassociate companies during the year: Nil
Material Changes and Commitments if any affecting the financial position of thecompany
Directors & Key Managerial Personnel (KMP)
In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs.Sunitha Kuchakulla Independent Director who retires by rotation and being eligible hasoffered himself for re-appointment.
Mr. Devender Reddy K resigned as Director w.e.f. 13.09.2017.
Ms. Akshita Surana resigned as Company Secretary and Compliance Officer w.e.f.15.06.2018. Ms. Nikita Chopra Appointed as Company Secretary and Compliance Officer w.e.f.02.08.2018 Mr. T.B.V.P Chandramouli resigned as CFO w.e.f 31.08.2018.
In compliance with Regulation 36(3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 brief resume of all theDirectors proposed to be appointed / reappointed are attached along with the Notice of theensuing Annual General Meeting.
Your directors place on record their sincere appreciation for the valuable contributionmade by by the resigning director and Company Secretary during their tenure.
Apart from the above there have been no changes in Directors and KMP.
Particulars of Employees and related disclosures
The remuneration paid to your Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015 (including any statutory modification(s) orre-enactment(s) for the time being in force). The salient aspects covered in theNomination and Remuneration Policy have been outlined in the Corporate Governance Reportwhich forms part of this report.
The information required under Section 197 (12) of the Act read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure A.
Declaration on Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 all the Independent Directors of your Company have givendeclaration that they have met the criteria of independence as required under the Act andthe regulations.
Your Directors have on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Senior ManagementPersonnel and their remuneration. The Remuneration Policy forms part of the CorporateGovernance Report.
Pursuant to the provisions of the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirements) Regulations 2015 theBoard of Directors has carried out an annual performance evaluation of their own thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and other Committees. The manner in which the evaluation has beencarried out has been explained hereunder.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofattendance engagement and contribution independence of judgement safeguarding theinterest of the Company and its minority shareholders etc. The performance evaluation ofthe Independent Directors was carried out by the entire Board excluding the directorbeing evaluated. The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.
Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility CommitteeStakeholders Relationship Committee number of meetings held during the year under reviewand other related details are set out in the Corporate Governance Report which forms apart of this Report.
Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers)Rules 2014forms part of the Financial Statements.
Meetings of the Board and Committees
Ten Meetings of the Board of Directors were held during the year. For further detailson the meetings and the attendance of directors/members please refer report on CorporateGovernance of this Annual Report.
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 andRegulation 22 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015 a Vigil Mechanism for directors and employeesto report genuine concerns about any instance of any irregularity unethical practiceand/or misconduct has been established. Further the details as aforesaid is available onthe website of your company at www.gati.com.
Familiarisation Programme for Independent Directors
Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 the Company shall familiarise the Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. throughvarious programmes.
Accordingly your Company arranged a technical session on 30.05.2018 to familiarize theIndependent Directors the details of which are disclosed on the website of the company athttp://adroitinfotech.com/policies.html
Employees Stock Option Scheme
The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulations 2014("SBEB Regulations") and there have been no material changes to the schemesduring the financial year 2017-18. The Company has received a certificate from theAuditors of the Company that the Schemes are implemented in accordance with the SBEBRegulations and the resolutions passed by the members. The certificate would be availableat the Annual General Meeting for inspection by members. The details as required to bedisclosed under the SBEB Regulations and certificate from Auditors are put on theCompany's website and may be accessed at: www.adroitinfotech.com
Directors' Responsibility Statement
Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement relating to the Company (Standalone)it is hereby confirmed:
1. That in the preparation of the Accounts for the financial year ended March 31 2018the applicable accounting standards and schedule III of the Companies Act 2013 (includingany statutory modification(s) or re-enactment(s) for the time being in force) have beenfollowed and there is no material departure;
2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2018 andof the profit and loss of the Company for the financial year ended March 31 2018;
3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 (includingany statutory modification(s) or re-enactment(s) for the time being in force) forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4. That the accounts have been prepared on 'going concern' basis for the financialyear ended March 31 2018;
5. That the Company had laid down internal financial controls and that such internalfinancial controls are adequate and were operating effectively;
6. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with Companies (Managementand Administration) Rules 2014 is annexed as Annexure B.
Development and Implementation of Risk Management Policy
Your Company has an elaborate risk Management process and has adopted systematicapproach to mitigate risk associated with accomplishment of objectives operations andrevenues etc. The details of Risk Management as practiced by your company is provided aspart of Management Discussion and Analysis Report which forms part of this Annual Report.
Internal Financial Controls
Your Company has established and maintained a framework of internal financial controlsand compliance systems. Based on the same and the work performed by the internal auditorsstatutory auditors and external agencies and the reviews performed by Top Management teamand the Audit Committee your Directors are of the opinion that your Company's InternalFinancial Controls were adequate and effective during the financial year 2017-18.
Further the statutory auditors of your company has also issued an attestation report oninternal control over financial reporting (as defined in section 143 of Companies Act2013) for the financial year ended March 31 2018 which forms part to the StatutoryAuditors Report.
a) Statutory Auditors
Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s. Niranjan and Narayan Chartered Accountants (Firm Registration No. 005899S) hassignified willingness to act as Statutory Auditors till the conclusion of their term. asper the Company Amendment Act'2017 ratification by member is not required and hence onlythe information with regard to continuity of Auditor is mention.
b) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Ms. Akshita Surana - Practising Company Secretaries to undertake theSecretarial Audit of your Company. The Report of the Secretarial Audit is annexed as Annexure C.
Further Practising Company Secretaries carries out Reconciliation of Share CapitalAudit every quarter and the report thereon is submitted to the Stock Exchanges.
Reply to Secretarial Audit Report:
The Company will ensure timely payment under various provisions of the law.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings & Outgo
The above information as required under the Companies Act 2013 is annexed as Annexure D.
Change in Capital Structure and Listing at Stock Exchanges
The equity shares of your Company continue to be listed and traded on the BSE Ltd.(BSE) and National Stock Exchange of India Ltd. (NSE). 198500 esops were issued toemployees the listing approval was obtained for the such issue of such shares underESOPs in May 2018.
Your Company is committed to maintain the high standards of corporate governance andadhere to the corporate governance requirements set out by Securities and Exchange Boardof India. The Report on corporate governance as stipulated under Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirement) Regulations 2015 formspart of the Annual Report and is annexed as Annexure - E. The requisite certificatefrom the Practicing Company Secretary confirming compliance with the conditions ofcorporate governance as stipulated under the aforesaid Regulations is part of this report.
Management Discussion and Analysis (MD&A)
MD & A Report for the financial year under review as stipulated under Regulation34 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 is presented in a separate section forming part of theAnnual Report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of your Company underany scheme save and except ESOS referred to in this Report.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
4. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
5. There were no material changes commitments affecting the financial position of yourCompany between the end of financial year (March 31 2018) and the date of the report(August 31 2018).
6. There was a Foreign Exchange earned in terms of actual inflows during the year andthe Foreign Exchange outgo during the year in terms of actual outflows.
7. During the year under review your Company did not accept any public deposits.
8. During the year under review your company has not declared any dividend neither hastransferred any amount to reserves.
9. Non-applicability of Corporate Social Responsibility under Section 135 of theCompanies Act 2013.
10. There is a Related Party Transaction entered during the financial year under reviewas mentioned in annual report.
11. There were no qualifications mentioned by the Auditors in their report.
12. The policies as framed by the company is available on the web link as providedhereunder: http://www.adroitinfotech.com/policies.html
Your Directors thank various departments of Central and State Government Organizationsand Agencies for the continued help and co-operation extended by them to your company.Your Directors also gratefully acknowledge all stakeholders of the Company viz. memberscustomers dealers vendors Financial Institutions banks and other business partners forthe excellent support received from them during the year. Your Directors place on recordtheir sincere appreciation to all employees of the Company for their unstinted commitmentand continued contribution to the Company.
For and on behalf of the Board
S Sudhakiran Reddy
Particulars of Employees information as per Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
I. The ratio of the remuneration of each director to the median remuneration of theemployees of the company.
ii. The median remuneration is Rs.600000 p.a. and the percentage increase in themedian remuneration of employees in the financial year is Nil%.
iii. The number of permanent employees on the rolls of company as on March 31 2018:128
iv. The explanation on the relationship between average increase in remuneration andcompany performance.
a. The Profit before Tax for the financial year ended March 31 2018 decreased by28.25% whereas the increase in median remuneration was nil. Net revenues of the Companyduring the financial year of Rs. 3804.74 Lakhs were less than previous year of Rs. 5302.78Lakhs. The total employee cost for the Year ended March 31 2018 was Rs. 1090.40 Lakhsagainst Rs. 911.19 Lakhs for the Year March 31 2017. The total employee cost as apercentage of net revenues was 28.66% (last year 17%). Average increase in remuneration isguided by factors like inflation normal salary increase industry trend future growthprospect etc.
v. It is hereby affirmed that the remuneration paid is as per the Remuneration Policyof the Company.
vi. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided as below:
Details of Employees who were in Receipt of Remuneration not less than 10200000 :NIL
Details of Employees for the part of financial yearwas in receipt of Remuneration forthe part not less than 8500000: NIL