DEV INFORMATION TECHNOLOGY LIMITED
Your directors are pleased to present the Twenty Fourth Annual Report of your companytogether with the Audited Financial Statement of your company for the financial yearended 31st March 2021.
The summarized financial results for the year ended on 31st March 2021 isas under:
The key highlights for the Financial Year 2020-21 are:
The company have recommended final dividend @5% (i.e. Rs. 0.50 per equityshares) of Rs. 10/- each on the equity shares out of the profit of the company for thefinancial year 2020-21.
CRN Excellence Award - DEVIT was felicitated with CRN Excellence Awards 2020under INTERNET OF THINGS category.
VIRTUAL 11th Partner Summit & Awards 2020 by Techplus Media -DEVIT was awarded at Virtual 11th Partner Summit & Awards 2020 by TechplusMedia for building extraordinary solution implementation to power businesses throughinnovation and unique IT strategies thereby enhancing operational efficiency and businesscontinuity.
Skoch Awards 2020 - DEVIT has qualified the semi-finals of Skoch Awards 2020.
2. FINANCIAL RESULTS:
Summary of the financial results of the Company for the year under review is as under:
| || |
|Particulars || |
|2020-21 ||2019-20 |
|Net Total Income || |
|855687345 ||693984665 |
|Less: Operation and Admin Expenses || |
|812010628 ||637599656 |
|Profit before depreciation and Taxes || |
|43676718 ||56385009 |
|Less: Depreciation || |
|20799425 ||20350278 |
|Add: Extraordinary/ Exceptional Items || |
|- ||15787873 |
|Profit before interest and tax (PBIT) || |
|47350823 ||22877293 ||51822604 |
|Less: Interest || |
|13269386 ||10611775 ||14083117 |
|Profit before Tax (PBT) || |
|34081437 ||12265518 ||37739487 |
|Less: Taxes (including deferred tax and fringe benefit tax) || |
|-193757 ||-4653892 ||-193757 |
|Profit after Tax (PAT) || |
|34275194 ||7611626 ||37933244 |
|Balance brought forward from previous period || |
|- || ||0 |
|Less: Adjustment of opening liability in respect of employees benefits in accordance with AS-15 || || || ||0 |
|Net profit carried to Balance Sheet || |
|34275194 ||7611626 ||37933244 |
3. PERFORMANCE OF YOUR COMPANY:
The Gross Revenue from the business during the current year is Rs. 848498511 lakh asagainst Rs. 670564274 lakh lakh in the previous year.
The EBITDA for the current year is Rs. 45124227 lakh as against Rs. 51886527 lakhin the previous year. The performance during the year is affected mainly on account ofsteep increase in employee cost which could not be passed on to the customers. TheCompany's Topline has improved due to increased focus on products sale on account ofbetter opportunity from few Customers including Government.
The demand for IT professionals have suddenly increased due to change in businessdynamics on account of Covid-19 pandemic. More and more businesses have increased theirfocus on IT and Digitalization and have started recruiting IT staff in theirorganisations. A sudden jump for demand of IT people has increased manpower cost and hasimpacted significantly the current year's performance.
On consolidation basis the total revenues during the current year are 855687345lakh as against Rs. 693984665 lakh and EBIDTA for the current year is Rs. 43676718lakh as against Rs 56385008 lakh.
Consolidated Financial Highlights :
The audited consolidated financial statement of your company as on 31stMarch 2021 prepared in accordance with the Generally Accepted Accounting Principles inIndia relevant applicable regulation of SEBI (LODR) Regulation 2015 and provision ofCompanies Act 2013 Forms part of this Annual report.
The Key Aspect of your company's consolidated financial performance during thefinancial year 2020-21 are as follows:
Operational Highlights: The consolidated revenue of the company from Sales is Rs.846376623/-as compared to Rs. 685422443/- in the previous year.
Financial highlights: The consolidated profit of the company is Rs. 7611626/- ascompared to Rs. 37933244/- in the previous year.
Standalone Financial Highlights:
Operational Highlights: The standalone revenue of the company from Sales is Rs.843253211 /- as compared to Rs. 661327218 /- in the previous year.
Financial highlights: The standalone profit of the company is Rs. 9845553/- ascompared to Rs. 34275194/- in the previous year.
Your company have recommended final dividend @5% (i.e. Rs. 0.50 per equity shares) ofRs. 10/- each on the equity shares out of the profit of the company for the financial year2020-21. The said dividend if approved by the shareholders would involve a cash outflowof Rs. 2760250/- including Tax there on.
During the year under review your company has not accepted any deposits pursuant to theprovisions of Section 73 to 76 of the Companies Act 2013.
6. CHANGES IN NATURE OF BUSINESS:
There is no significant change made in the nature of the company during the financialyear.
7. NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES:
The Company has an Associate Company M/s Dev Accelerator Pvt.Ltd. which got convertedfrom LLP in August 2020. The said company is predominantly engaged in Renting ofco-working space. Covid-19 pandemic has significantly affected the said businessresulting to net loss in the accounts of LLP upto the date of conversion the company'sshare in loss of the said LLP of Rs. 3464173 lakh is included in the profit and lossaccount which also affected the profitability performance.
8. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
The Board reviews the affairs of the Company's subsidiaries and associates at regularintervals. In accordance with section 129(3) of the Companies Act 2013 the Company hasprepared Consolidated Financial Statements of the Company which form part of this AnnualReport. Further a statement containing salient features of the Financial Statements ofthe Company's subsidiaries and associates is given in prescribed form AOC-1 which formspart of this Annual report. The said Form also highlights the financial performance ofeach of the subsidiaries and associate companies included in the Consolidated FinancialStatements.
In accordance with section 136(1) of the Companies Act 2013 the Financial Statementsof the subsidiary and associate companies are available for inspection by the members atthe Registered Office of the Company during business hours on all days except SaturdaySunday and Public Holiday. Any person desirous of obtaining said financial statement maywrite at email@example.com . The Annual Report of the Company and Audited FinancialStatements of each of the subsidiary companies have been placed on the website of theCompany www.devitpl.com.
9. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:
As a global enterprise the company is exposed to a range of external as well asinternal risks that have a significant impact on its performance. In order to efficientlymanage such risk the Company has established a well-defined process of risk managementwherein the identification analysis and assessment of the various risks measuring of theprobable impact of such risks formulation of risk mitigation strategy and implementationof the same takes place in a structured manner. Though the various risks associated withthe business cannot be eliminated completely all efforts are made to minimize the impactof such risks on the operations of the Company. Our robust internal control system forminimizing the risk propels our culture of informed and responsible risk handling forattaining the organizational objectives with optimum utilization of resources.
10. RELATED PARTY TRANSACTIONS:
All contracts/transactions entered into by the Company during the financial year withrelated parties were in the ordinary course of business and on an arm's length basis.
No material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions fortransactions which are of repetitive nature and entered in the ordinary course of businessand are at arm's length. All Related Party Transactions are subjected to independentreview by a reputed accounting firm to establish compliance with the requirements ofRelated Party Transactions under the Act and SEBI LODR Regulations.
11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Disclosure on details of loans guarantees and investments pursuant to the provisionsof Section 186 of the Companies Act 2013 and LODR Regulations are provided in thefinancial statements.
13. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board of the Company comprises of Eight(08) directors; one Executive Chairman oneManaging Director two Whole-time Directors and remaining four being IndependentDirectors. As on the date of this report the Board of the company constitutes of thefollowing directors:
|Name of Directors ||DIN ||Designation |
|Mr. Pranav Niranjanbhai Pandya ||00021744 ||Chairman and Whole-time Director |
|Mr Jaimin Jagdishbhai Shah ||00021880 ||Managing Director |
|Mr. Vishal Nagendra Vasu ||02460597 ||Whole-time Director |
|Mr. Prerak Pradyumna Shah ||02805369 ||Whole-time Director |
|Dr. Venkata Rama Subba Rao Velamuri ||06502798 ||Non-Executive Independent Director |
|Mr. Anand Anilbhai Patel ||00002277 ||Non-Executive Independent Director |
|Dr. Rama Moondra ||01764539 ||Non-Executive Woman Independent |
|Mr. Jatin Yagneshbhai Trivedi ||01618245 ||Non-Exe cutive Independent Director |
I. Retire by Rotation- Mr. Pranav N. Pandya (DIN: 00021744)
Pursuant to Sections 149 152 and other applicable provisions of the Companies Act2013 one-third of the directors of the company are liable to retire by rotation and ifeligible they can offer themselves for the re-appointment. In this Annual General MeetingMr. Pranav N. Pandya (DIN: 00021744) Chairman and Whole-time Director of the Company isliable to retire by rotation and being eligible offers himself for re-appointment.
II. Board Evaluation:
The board of directors has carried out an evaluation of its own performance BoardCommittees and individual directors pursuant to the provisions of Companies Act andListing Regulations.
The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.
III. Nomination and Remuneration Policy:
The policy on nomination and remuneration of Directors Key Managerial Personnel andother employees has been formulated in terms of the provision of The Companies act 2013and SEBI (LODR) Regulation 2015 in order to pay equitable remuneration to the DirectorsKey Managerial Personnel and employees of the Company and to harmonise the aspiration ofhuman resources consistent with the goals of the Company.
The Remuneration Policy has been updated on the website of the Company at: https://www.devitpl.com/investor-relations/.
The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate Annexure-C forming part of thisreport. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of your Company. Any member interested in obtaining a copy of thesame may write to the Company Secretary.
IV. Details of Director's Remuneration:
The information relating to remuneration paid to directors as required under Section197(12) of Companies Act is given under Corporate Governance Report under Annexure-E.
V. Certificate of Practicing Company Secretary:
The Company has obtained a certificate from M/s. Murtuza Mandorwala & AssociatesPracticing Company Secretary Ahmedabad stating that none of the Directors on the Board ofthe Company have been debarred/ disqualified from being appointed / continuing asDirectors of any company by the SEBI and Ministry of Corporate Affairs or any suchStatutory authority under Annexure- F.
14. DECLARATION BY INDEPENDENT DIRECTORS:
The company has received necessary declaration from the Independent Directors asrequired under Section 149(7) of the Companies Act and LODR Regulations confirming thatthey meet the criteria of independence as laid down in Section 149(6) of the Act and thatof LODR Regulations.
Independent Directors are in compliance with the Code of Conduct prescribed underSchedule IV of the Companies Act 2013.
In the opinion of Board the Independent Directors of the company possess theintegrity requisite experience and expertise relevant for the industry in which thecompany operates. Further all the Independent Directors of the Company have successfullyregistered with the Independent Director's Databank of the Indian Institute of CorporateAffairs. The online proficiency self- assessment test conduct by the said institute is yetto be passed by them.
15. MEETING OF BOARD OF DIRECTORS AND COMPLIANCE TO SECRETARIAL STANDARD:
I. Number of Board Meetings in the year:
The Board of Directors of the Company met Five (05) times during the year. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 along with the respective extension circulars during the course of Covid-19as permitted by Ministry of Corporate Affairs and Securities Exchange Board of India(SEBI).
The Company has complied with the provisions of Secretarial Standard 1 (relating tomeetings of the Board of Directors) and Secretarial Standard 2 (relating to Generalmeetings) during the year.
16. BOARD COMMITTEES:
The company has 5 (Five) Board Committees as on March 31 2021.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Executive Committee
The composition of each of the above Committees their respective roles andresponsibilities arprovided in detail in the Corporate Governance Report. The details ofall the committees along with their main terms composition and meetings held during theyear under review are provided in the Report on Corporate Governance a part of thisAnnual Report.
17. EXTRACT OF ANNUAL RETURN:
As per the requirements of Section 92(3) of the Act and the Companies (Amendment)Act2017 Effective from 28th August 2020 and rules framed thereunder a copyof the annual return is uploaded on the website of the company i.e. www.devitpl.com.(https://www.devitpl.com/wp-content/uploads/DEVMGT-7 REVIEW DRAFT DEVIT.pdf)
18. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Company's Directors make following statement in terms of sub-section (5) ofSection 134 of the Act which is to the best of their knowledge and belief and accordingto the information and explanations obtained by them:
i. That in the preparation of the annual financial statements for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
ii. That such accounting policies as mentioned in the Financial Statements as'Significant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2021 and of theprofit of the Company for the year ended on that date;
iii. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. That the annual financial statements have been prepared on a going concern basis;
v. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
vi. That proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
I. Statutory Auditors: The members at the 23rd Annual General Meetingheld on 30th December 2020 appointed M/s Rinkesh Shah & Co. CharteredAccountant (Firm Registration No. 129690W) Ahmedabad as Statutory Auditors of theCompany until the Conclusion of 28thAnnual General Meeting of the Company.
II. Auditors Report: The report of the Statutory Auditors along with Notes toAccounts is enclosed to this report. The observations made in the Auditors Report areself-explanatory and therefore do not call for any further comments.
III. Secretarial Auditor: Pursuant to the provisions of Section 204 of the Act andthe Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 thecompany has appointed M/s. Murtuza Mandorwala & Associates Practising CompanySecretary Ahmedabad to carry out the Secretarial Audit of the company. The Report of theSecretarial Audit for F.Y. 2020-21 is attached herewith as Annexure-B. There are noqualifications observations or adverse remark or disclaimer in the said report.
IV. Internal Auditor: In terms of Section 138 of the Companies Act 2013 and Rulesmade there under M/s. Nisarg J. Shah & Co. Chartered Accountants Ahmedabad havebeen appointed as an Internal Auditors of the Company for Financial Year 2020-21. Duringthe year the Company continued to implement their suggestions and recommendations toimprove the control environment. Their scope of works includes Review of the accuracy andreliability of the Corporation accounting records and financial reports review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths opportunities for cost saving and recommending company for improvingcost efficiencies.
20. CORPORATE GOVERNANCE:
Your company provides utmost importance at best Governance Practices and are designatedto act in the best interest of its stakeholders. Better governance practice enables thecompany to introduce more effective internal controls suitable to the changing nature ofbusiness operations improve performance and also provide an opportunity to increasestakeholders understanding of the key activities and policies of the organization.
Your Company has incorporated the appropriate standards for corporate governance.Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is not required to mandatorily comply with the provisionsof certain regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Hence company is not filing Corporate Governance Report to stockexchange quarterly. However as per Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 company is giving report oncorporate governance report in annual report of the company. Details regarding CorporateGovernance Report of the Company regarding Compliance of the Conditions of CorporateGovernance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are annexed herewith as "Annexure-E".
A certificate from M/s Murtuza Mandorwala & Associates Practicing CompanySecretary Ahmedabad confirming compliance to the conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed to Corporate Governance Report.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review is presented ina separate section forming part of the Annual Report and is annexed herewith as "AnnexureD".
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has constituted an audit committee therefore it is also mandatory for suchCommittee to operate the vigil mechanism and if any of the members of the committee havea conflict of interest in a given case they should rescue themselves and the others onthe committee would deal with the matter on hand to whom other directors and employeesmay report their concerns. It provides adequate safeguard against victimization ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the chairperson of the Audit committee or the director nominated to play therole of audit committee as the case may be in exceptional cases. The existence of themechanism may be appropriately communicated within the organization. The detailed WhistleBlower Policy/Vigil Mechanism available on below link: https://www.devitpl.com/wp-content/uploads/Vigil-Mechanism-for-Directors-and-Employees.pdf
23. BUSINESS RESPONSIBILITY REPORT
As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Business Responsibility Report describing the initiatives taken bythe Company from an environmental social and governance perspective is not applicable toyour company being SME listed company as per the exemptions provided under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
24. EQUAL EMPLOYMENT OPPRTUNITIES:
Being an equal opportunity employer the company will do its utmost to ensure that allof its employees are treated fairly during the period of their employment irrespective oftheir race religion sex (including pregnancy) color creed age national originphysical or mental disability citizenship status ancestry marital status veteranstatus political affiliation or any other factor protected by law. All decisionsregarding employment will be taken based on merit and business needs only.
25. POLICY ON CODE OF CONDUCT AND ETHICS:
Being a SME listed Company exemption has been provided to the Company from formulatingof Code of Conduct for Board of Directors and Senior Management Personnel. However Boardof Directors has formulated and adopted Code of Business Conduct Ethics for Director &Senior Management Executive policy. As an organization your Company places a greatimportance in the way business is conducted and the way each employee performs his/herduties. Your Company encourages transparency in all its operations responsibility fordelivery of results accountability for the outcomes of our actions participation inethical business practices and being responsive to the needs of our people and society.Towards this end your Company has laid down a Code of conduct applicable to all theemployees of your Company and conducted various awareness sessions across the Company. TheCode provides for the matters related to governance compliance ethics and other matters.In this regard certificate from the managing director as required under Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 has been received bythe Board and the same is attached herewith as per Annexure - G.
The detailed Code of Business Conduct Ethics for Director & Senior ManagementExecutive policy available on below link: https://www.devitpl.com/wp-content/uploads/Code-of-Business-Conduct-Ethics-for-Directors-Senior-Management-Executive.pdf
COVID-19 IMPACT ON BUSINESS:
The COVID-19 pandemic has emerged as a global challenge and creating disruption acrossthe world. Like any other company when we found ourselves in these unprecedentedsituation we took all possible measures to mitigate potential impact to every stakeholder- customers employees investors and society at large.
Keeping the Health aspects of our personnel in centre the work from home or to thatmatter work from anywhere is a mandated approach that DEV IT has adopted. As we were ableto spell success in the afore stated backdrop of work from home or anywhere scenario thistranslated as showcasing of our ability to recreate the same for other businesses too. Wehad the internal software system in place capturing the health-related aspects ofvirtually everyone on daily basis and reaching out to anyone on the spot with all kinds ofpossible help in case of any medical needs. This brought in a sense of collectiveconscious working towards the wellbeing of one and all in the company which turn alsorealised into similar approach of all personnel towards every client of DEV IT. SocialDistancing implemented across the DEVIT campus after the unlock phase. In addition pedaloperated sanitization of high touch points disinfectant treatment and fumigation was alsoundertaken.
In view of the unprecedented COVID-19 pandemic the management has made a detailedassessment of its liquidity position for the next one year and recoverability of PropertyPlant and Equipment Investments Trade Receivables and Inventories as at the balancesheet date. In assessing the recoverability the Company has considered internal andexternal information up to the date of approval of these financial results and hasconcluded that there is no material impact on the operations and the financial position ofthe Company. However the impact of the global health pandemic may be different from thatestimated at the date of approval of these financial results and the Company will continueto closely monitor any material changes to future economic conditions.
26. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY:
There are no material changes and commitments affecting the financial position of yourCompany which has occurred between end of financial year of the Company i.e. March 312021 and the date of Directors' Report i.e. 04th August 2021.
27. FOREIGN EXCHANGE EARNINGS AND OUTFLOW:
During the year the total foreign exchange used was Rs. 00.00/- and the total foreignexchange earned was Rs. 217002182.48 /-.
28. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The details of conservation of energy and technology absorption are not applicable tothe company hence not furnished.
29. MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the company havingregards to the nature of the Company's business/ activities.
30. CORPORATE SOCIAL RESPONSIBILITY:
During year under review the Company incurred CSR expenditure of Rs. 1021000.00/-which was higher than the obligation to spend 2% of average net profit for the past threefinancial years. The CSR activities by the Company were under the thrust areas of HealthEducation Water Livelihood Environment and Disaster Relief. The brief outline of theCSR policy of the Company and the details of key CSR activities are provided in the Reporton CSR Activities annexed herewith ? Annexure -A.
31. CEO/ CFO CERTIFICATION:
In terms of Regulation 17(8) of the Listing Regulations the CFO has certified to theBoard of Directors of the Company with regard to the financial statements and othermatters specified in the said regulation for the financial year 2020-21. The certificatereceived from CFO is attached herewith as per Annexure - H.
32. LISTING FEES:
The Company affirms that the annual listing fees for the year 2020-21 to The NationalStock Exchange of India Limited (NSE) has been duly paid.
33. APPRECIATION AND ACKNOWLEDGEMENT:
The Board wishes to place on record their sincere appreciation to all the DEVITiansand acknowledge with gratitude for the efforts made by them in for adopting the VisionMission and values of the Company. The board immensely thank all the Departments ofCentral and State Governments Tax Authorities Reserve Bank of India Ministry ofCorporate Affairs Securities and Exchange Board of India The National Stock Exchange ofIndia Limited (NSE) and other governmental bodies and look forward to their continuedsupport in near future. The board also places on record deep sense of appreciation andco-operation extended by bankers shareholders investors and all other stakeholdersother bodies or agencies for their continued and consistent support to the company duringthe year.
|Place: - Ahmedabad ||FOR AND ON BEHALF OF BOARD OF DIRECTORS |
|Date: - 04th August 2021 || |
| ||PRANAV N. PANDYA |
| ||(Chairman) |
| ||(DIN:00021744) |