CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED
Your Directors have pleasure in presenting the 36th (Thirty Sixth) Annual Report ofyour Company together with the Audited Accounts for the financial year ended 31st March2021 and the report of the Auditors thereon.
The summarized results of your Company are given in the table below:
(Figures in Rs.)
|Particulars ||31-03-2021 ||31-03-2020 |
|Revenue from Operations ||13205808 ||19931375 |
|Total Income ||13205808 ||19931375 |
|Employee Benefit Expense ||10227603 ||15564460 |
|Depreciation and Amortization Expense ||152366 ||127266 |
|Other Expenses ||7268496 ||3776507 |
|Total Expenditure ||17648465 ||19468233 |
|Profit from operations before other income ||(4442657) ||463412 |
|Other Income ||95973 ||44398 |
|Profit / (Loss) Before Tax ||(4346684) ||507540 |
|Less : Tax Expense ||22686 ||233041 |
|Profit / (Loss) for the year after Tax ||4369370 ||274499 |
|Add : Other Comprehensive Income ||(231390) ||(945863) |
|Total Comprehensive Income ||4600760 ||671364 |
THE STATE OF THE COMPANY AFFAIRS
The operations of the company affairs are impacted by non renewal of the contracts bysome of the long standing customers.whom the company has been servicing over many years.The same has resulted in the turnover of the company reducing by 46% compared to theprevious financial year.
The company is planning to expand its market reach by exploring new works. Company withthe committed and long standing work force with the lowest employee turnover is working ondevelopment of delivering new technologies
REVIEW OF OPERATIONS:
Turnover for the year ended 31st March 2021 was Rs. 13205808/- as against Rs.19931375/- in the previous year. The Company registered a loss of Rs. 4600760 asagainst loss of Rs 671364/- in the previous year.
MATERIAL CHANGES :
The Economic environment in general and more specifically the markets where the companyoperates are impacted severally by COVID19 pandemic which has resulted in large scaledisruptions of the business across the globe and your company has also been effected ingeneral. The operations of the company for were effect the financial year 2020-21. Howeverthe company expects that there would not be material impact of the Pandemic on the companyas operations are stabilized now. There Changes and Commitments which occurred between theend of the financial year to which the financial statements relate and the date of thisReport materially does not effect the financial position of the Company.
INDUSTRY STRUCTURE AND DEVELOPMENT:
The company is engaged in the business of software development providing softwaredevelopment and consultancy services in the fields of software and allied services. Theindustry is not expected to grow at the moderate rate compared to the earlier period andthe company is expecting to expand its business areas to capitalize on the its longstanding track record for its growth.
LISTING OF EQUITY SHARES:
The Company's Equity shares are presently listed on BSE Limited and the Company haspaid the Annual Listing Fees to the said Stock Exchanges for the financial year 2020-2021
To conserve the resources in the Expansion of the business operations your directorsdid not recommend any dividend during the year.
TRANSFER TO RESERVES
There was no transfer to Reserves during the financial year under report as the companyhas incurred loss during the year the same is adjusted against the opening balance ofreserves.
The Authorized Share Capital of the Company remains unchanged during the financial year2020-21
CHANGE IN NAUTURE OF BUSINESS IF ANY:
During the year under review there has been no change in the nature of business of theCompany.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:
The Company does not have any subsidiaries or associate companies. Hence the requiredinformation under this head is not being attached to the report.
The Corporate Governance Report and a certificate by the Statutory Auditors regardingcompliance of the conditions of corporate governance by your Company as stipulated inListing Regulations SEBI 2015 of the Listing Agreement with Stock Exchanges are annexed tothis Report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub- section (6) of Section 149 of the Companies Act 2013.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors duly met 4 times during the year viz 26.06.2020 02.09.202013.11.2020 13.02.2021. The intervening gap between any two Board Meetings was within theperiod prescribed under the provisions of the Companies Act 2013. All the recommendationsgiven by the Audit Committee are accepted by the Board.
CHANGE OF DIRECTORS AND MANAGEMENT
During the financial year under the review there is no change in the constitution ofthe Board of Company.
A Certificate from Practicing Company Secretary Mr Aakash Agarwal has been procuredthat none of the directors on the board of the company have been debarred or disqualifiedfrom being appointed or continuing as directors of companies by the board/ Ministry ofCorporate Affairs or any such statutory authority and forms part of this report.
Impact of Covid-19 to form part of the board's report which shall include the following:
World has witnessed covid-19 pandemic which has affected the whole economic systemdrastically however during this period your company has not been impacted on adversly asemployees were permitted to work from home.
PROVISIONS OF INDEPENDENT DIRECTORS
The performance of the Individual Directors on the Board and the Committees thereof isdone by the Board and the Independent Directors in their exclusive meeting done as per thepolicy formulated by the Board in this regard.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:
i. In the preparation of the annual accounts for the financial year 2020-21 theapplicable accounting standards have been followed and there are no material departures;
ii. selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year;
iii. and sufficient care to the best of their knowledge and ability for the maintenanceof adequate accounting records in accordance with the provisions of the Act. They confirmthat there are adequate systems and controls for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
iv. prepared the annual accounts on a going concern basis;
v laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and operating properly; and
vi. devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively
RISK AND RISK MITIGATION POLICY:
The operations of the company are dependent on the export to overseas markets Theinternational economic environment directly influences the spending patterns of theindustry on the Information Technology. Also with the growing demand for the skilledmanpower and ever growing business environment poses risk of availability of skilled manpower. With the employee friendly policies the company pursued the employee retention ratehas been very high in the company.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall under any of the criteria specified under the provisions ofCompanies Act 2013. Hence the Company has not constituted any committee and is notrequired to furnish information required under the provisions of the said Act.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
There have been no loans guarantees and investments under Section 186 of the Actduring the financial year 2020-2021.
TRANSACTIONS WITH RELATED PARTIES:
There are no related party transactions during the year except that are entered in theordinary course of business and on arm's length basis. There were no materiallysignificant related party transactions between your Company and the Directors promotersKey Managerial Personnel and other designated persons which may have a potential conflictwith the interest of company at large.
Form AOC 2 for disclosure of particulars of contracts / arrangements entered into byyour company with related parties is attached herewith as Annexure I.
TECHNOLOGY ABSORPTION ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with clause (m) of sub section (3) of Section 134 of theCompanies Act 2013 is annexed herewith as Annexure II.
Particulars of employees pursuant to Section 134 (3) (q) and Section 197 (12) of theCompanies Act 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forming part of the Directors' Report for the year ended31st March 2021 as Annexure III.
PARTICULARS OF EMPLOYEES:
There are no employees in the company whose names are required to be furnished as perthe information and statement containing particulars of employees required pursuant toSection 197 of the Companies Act 2013 read with Rule 5 (1) and Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Nomination and remuneration committee of the Company has affirmed that theremuneration is as per the Remuneration policy of the Company.
Your Directors take this opportunity to record their deep appreciation of thecontinuous support and contribution from all employees of the Company.
EXTRACT OF ANNUAL RETURN:
As required under Sub-Section (3) of Section 92 of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of AnnualReturn in Form MGT 9 forms part of this report as Annexure IV.
During the year under review your Company has not accepted any fixed deposits and assuch no amount of principal or interest was outstanding as of the Balance Sheet date.
AUDITORS AND THEIR REPORT :
M/s. CMT & Associates Chartered Accountants Hyderabad was appointed as Auditorsof the Company for a term of 5 (Five) consecutive years at 32nd Annual General Meetingheld on 30th September 2017. They have confirmed that they are not disqualified fromcontinuing as auditors of the company. The Auditors Report does not contain anyqualifications reservations adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s Aakash Agarwal Company Secretaries to undertake the Secretarial Auditof the Company for the financial year 2020-2021. The Secretarial Audit report is annexedherewith as Annexure V
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2020-2021 the Company has not received any complaints on sexual harassment.
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 year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOP referred to in this Report.
4. Cost Audit is not applicable for the financial year 2020-21.
5. 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.
Your Directors place on record their appreciation for the assistance and co-operationextended by the Bankers and various State and Central Government Agencies. Your Directorsalso thank all the Customers for their continuous support Employees for their continueddedicated services Members for their valuable support and confidence in the Company.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
|Place: HYDERABAD ||For and on behalf of the Board For Capricorn Systems Global Solutions Limited |
|Date : 03-09-2021 ||Sd/- |
| ||S. Man Mohan Rao Managing Director |
| ||DIN : 00109433 |