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Informed Technologies India Ltd.

BSE: 504810 Sector: IT
NSE: N.A. ISIN Code: INE123E01014
BSE 00:00 | 08 Aug 42.65 -0.30
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NSE 05:30 | 01 Jan Informed Technologies India Ltd
OPEN 39.00
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VOLUME 107
52-Week high 74.40
52-Week low 28.65
P/E 12.15
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.00
CLOSE 42.95
VOLUME 107
52-Week high 74.40
52-Week low 28.65
P/E 12.15
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Informed Technologies India Ltd. (INFORMEDTECHN) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting their Sixty Third Annual Report togetherwith the Audited Financial Statements of your Company for the Financial Year ended March312021. The Management Discussion and Analysis are also included in this Report.

Financial Highlights

The performance of your Company for the financial year under review is summarizedbelow: (Rs. in Lakhs)

Particulars 2020-2021 2019-2020
Revenue from Operations and Other Income 496.55 180.36
Profit/(Loss) before Interest Depreciation & Tax 179.76 (152.52)
Less: Interest 4.15 7.54
Profit before Depreciation & Tax 183.91 (160.06)
Less: Depreciation 28.68 28.04
Profit/ (Loss) before Taxation 212.59 (188.10)
Less: Provision for Current Tax / (MAT) 16.32 -
Minimum Alternate tax credit - -
Deferred Tax 14.41 (60.80)
Profit/ (Loss) after tax for the year 181.85 (127.31)
Total other comprehensive income (net of tax) 1.36 29.40
Total comprehensive income for the year 183.22 (156.71)

* Figures as per Ind AS for both the years.

Dividend and Reserves

In order to conserve capital for future investment plan the Board did not recommendany dividend for the year ended March 31 2021. During the year under review no amountwas required to be transferred to General Reserve.

Share Capital

During the year the Company has not issued shares with differential voting rights norhas granted any stock options or sweat equity no bonus shares were issued by the Company.There was no provision made by the Company for purchase of its own shares by employee orby the trustee. As on March 312021 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company. During the year there was no change in theShare Capital of the Company. As on March 31 2021 the issued subscribed and paid upshare capital of your Company stood at Rs. 41691000/- comprising 4169100 Equity sharesof Rs. 10/- each.

Directors and Key Managerial Personnel

The Company is well supported by the knowledge and experience of its Directors and KeyManagerial Personnel. Pursuant to provisions of the Companies Act 2013 Mr. GautamKhandelwal Director of the Company is liable to retire by rotation and being eligiblehas offered himself for re-appointment. The Board recommends his reappointment.

During the year Mrs. Suelve Gautam Khandelwal (DIN 00270811) was re-appointed as anExecutive Director and Key Managerial Personnel of the Company with effect from April 012021. Mrs. Suelve Gautam Khandelwal is responsible for business diversification businessprocess re-engineering organizational development in the Company and had significantlycontributed in past to the overall performance and growth of the Company. In recognitionof her valuable contribution the nomination and remuneration committee and the Board ofDirectors at its meeting held on March 30 2021 had recommended her re-appointment as anExecutive Director for 3 years subject to approval of the shareholders. Further at theboard meeting held on August 13 2021 Mrs. Suelve Gautam Khandelwal has placed herresignation from October 01 2021. Thus the board has recommended the appointment of Mrs.Suelve Gautam Khandelwal as "Executive Director" of the Company for a periodfrom April 01 2021 to October 01 2021. She is spouse of Mr. Gautam Khandelwal Chairmanof the Company. The board recommends her re-appointment for the consideration of theMembers of the Company at the ensuing AGM.

Further Ms. Sia Gautam Khandelwal (DIN 09281195) has been appointed as an AdditionalDirector of the Company with effect from August 16 2021. In accordance with theprovisions of the Companies Act 2013 Ms. Sia Gautam Khandelwal holds office up- to thedate of the ensuing Annual General Meeting of the Company. Appropriate resolutions seekingthe consent of the Members of the Company for appointment of Ms. Sia Gautam Khandelwal asWhole Time Director designated as "Executive Director" forms part of the Noticeconvening the 63rd Annual General Meeting. Ms. Sia Gautam Khandelwal isdaughter of Mr. Gautam Khandelwal Chairman and Mrs. Suelve Gautam Khandelwal ExecutiveDirector of the Company. The board recommends her re-appointment for the consideration ofthe Members of the Company at the ensuing AGM.

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164 of the Companies Act 2013 and notdebarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutoryauthority from being appointed or continuing as Director of the Company or any otherCompany where such Director holds such position in terms of Regulation (10)(i) of Part Cof Schedule V of Listing Regulations.

The Company has following persons as Key Managerial personnel:

Sr. No. Name of the person Designation Date of Appointment
1. Mrs. Suelve Gautam Khandelwal Executive Director 01.04.2015
2. Mrs. Roshan D'Souza Chief Financial Officer 30.09.2014
3. Ms. Reena Yadav Company Secretary and Compliance Officer 13.08.2014

Details of Board meetings

During the year the Board of Directors met 6 (Six) times details of which are asfollows:

Date of Meetings No. of Directors attended the Meeting
July 312020 3
September 02 2020 3
September 15 2020 3
November 07 2020 3
February 02 2021 3
March 30 2021 2

Notes:

• Mr. Virat Mehta and Mr. Nimis Sheth have attended all the meetings during theyear;

• Mr. Gautam Khandelwal has attended 4 Meetings out of 6 Meetings during the year;and

• Mrs. Suelve Khandelwal has attended 1 Meeting out of 6 Meetings during the year.

Committees of the Board and attendance at last AGM

The details of the various committees of the board and their composition and number ofmeetings attended as on March 312021 are as under:

Name of Director(s)

Audit Committee

Stakeholders Relationship Committee

Nomination And Remuneration Committee

Attendance at last AGM

Chairman/ Member No. of Meeting attended/ Out of Chairman/ Member No. of Meeting attended/ Out of Chairman/ Member No. of Meeting attended/ Out of
Mr. Nimis Seth Chairman 4/4 Chairman 4/4 Chairman 2/2 Yes
Mr. Gautam Khandelwal Member 3/4 Member 3/4 Member 1/2 Yes
Mrs. Suelve Gautam Khandelwal - - Member 1/4 - - No
Mr. Virat Mehta Member 4/4 Member 4/4 Member 2/2 Yes

Notes:

• The Audit Committee met 4 (Four) times during the year i.e. on July 312020September 15 2020 November 07 2020 and February 02 2021.

• The Stakeholders Relationship Committee met 4 (Four) times during the year i.e.on July 31 2020 September 15 2020 November 07 2020 and February 02 2021.

• Nomination and Remuneration Committee met 2 (Two) times during the year i.e. onFebruary 02 2021 and March 30 2021.

The Company has received necessary declarations from its Independent Directorsconfirming that they meet the criteria of independence as prescribed under Section 149 (6)of the Companies Act 2013 and there has been no change in the circumstances which mayaffect their status as Independent Director during the year. Independent Directors havealso submitted declaration that they have registered themselves on the online data bank ofIndian Institute of Corporate Affairs (IICA) in accordance with the Companies (Appointmentand Qualification of Directors) Fifth Amendment Rules 2019.

During the year the Independent Director meeting was held on February 02 2021.

Nomination and Remuneration Policy

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes and independence of adirector and other matters provided under sub-section (3) of Section 178 of the CompaniesAct 2013 is adopted by the Board and may be accessed on Companies website at the link:http://informed-tech.com/investors/ corporate-governance/. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company. Further the Nomination and Remuneration Committee devises thepolicy on Board diversity to provide for having a broad experience and diversity on theBoard.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and applicable provision of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared as per the requirement of the act which included variousaspects of Boards and Committees functioning Composition of the Board and its Committeesfunctioning of the Individual directors board diversity. The aspects covered in theevaluation included the contribution to and monitoring of corporate governance practicesand the fulfillment of Directors obligations and fiduciary responsibilities including butnot limited to active participation at the Board and Committee meetings.

The evaluation of all directors committee's chairman of the board and the board aswhole was conducted based on the criteria and framework and the board expressed theirsatisfaction with the evaluation process.

Familiarization Program

Your Company has been regularly familiarizing the Independent Directors on its Board onthe Company operations strategic business plans. Apart from above Independent Directorsare also familiarized through various regulatory developments change in laws.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There were no significant material orders passed by the regulators or courts ortribunals which may impact the going Concern status and Companies operations.

Internal Financial Controls

The details in respect of internal financial control and their advocacy are included inthe management discussion and analysis which forms part of this Annual Report.

IEPF Share Transfer and Nodal Officer

As per Companies act 2013 the Company has transferred 20592 Equity shares to InvestorEducation and Protection fund. Further Ms. Reena Yadav Company Secretary and complianceofficer is the Nodal Officer for IEPF.

Deposits

During the year your Company has not accepted any deposits under the provisions ofChapter V of the Companies Act 2013 and the rules made there under.

Subsidiary/Joint Ventures/Associate Companies

The Company does not have Subsidiary Companies /Joint Ventures. The Company has OneAssociate Company "Entecres Labs Private Limited".

Loans Guarantees or Investments

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

Management Discussion and Analysis

a) Industry Review and future outlook:

The Indian IT industry has now matured and is internationally recognized for itstechnical skills & trained manpower. The need for greater transparency in governanceof companies in international financial markets is continuing to drive businesses in whichthe Company is associated as a service provider. The Indian companies are now emphasizingon improving technology and offering higher value added services. The digitaltransformation of businesses provides opportunities for IT Services industry in providinga range of new services.

The Company is principally engaged in the business of Business Process Outsourcingwhich is the only reportable segment.

The Company is actively looking for expansion opportunities in various sectors whichare technology enabled in order to drive growth for the Company.

b) Business Review & Development and Overview of Financial Performance &Operations:

Your Company is operating as IT enabled service provider and is a content provider tothe securities and financial research industry. Companies Data Management techniquesenable organizations to leverage their operations and help them reduce costs andturnaround time.

Your Company has also developed insight into the market segment of financial contentand has developed relationships with its customers which are well known and respectedAmerican Corporations. During the year the total operational revenue was Rs. 256.15 Lakhsas compared to Rs. 189.41 Lakhs in previous year. Your Company is also exploring newbusiness opportunities in other areas in information technology services and is in theprocess of developing software application solutions for proprietary products. During theyear the total income of the Company was Rs. 496.55 Lakhs compared to Rs. 180.36 Lakhs inprevious year.

c) Internal Control Systems:

The Company has adequate internal control systems in place with reference to thefinancial statements. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management Internal Auditors and Statutory Auditors and theadequacy of internal audit function significant internal audit findings and follow-upsthereon. There are no adverse observations having material impact on financialscommercial implications or material non-compliance which have not been acted upon.

The Company has also implemented Quality Management System (QMS) and has got itselfregistered under ISO 9001:2015 Standard.

d) Risks Concerns Threats and Impact of COVID - 19 on business:

The lockdowns and restrictions imposed by Central/ State Governments and various localgovernments in the countries where the Company's operates due to COVID-19 Pandemic haveposed many challenges to the operations of the Company. However the Company has beensuccessful in enabling and facilitating most of its employees to work from home tocontinue servicing its clients. Hence COVID-19 pandemic has had a minimum impact on theoperations of the company but the total revenue of the company will be impacted due to theimpact on non - operational income (other income) of the company.

The Company's nature of operations is Business Process Outsourcing; the Company hassuccessfully ensured that most of the employees service our clients by working from home.The Company has managed to secure the consent of its clients to service them through workfrom home model by Company's employees. The Company continues to encourage its employeesto work from home till the resumption of complete normalcy. Further the Company isadvising its employees to take requisite precautionary measures as regards to their healthand safety announced by the Government.

The Company has taken all necessary steps to adhere to the guideline for socialdistancing with various directives issued by the Central/State Government and has putsafety measures which include: - Sanitization of Premises Enforcing wearing of masks andHand sanitizer at entry point etc. Thus any employees who need to come to office theyhave to follow all the rules and regulations. The company is providing transportfacilities and employees have to follow social distancing and all other safety measures atall times.

Due to the unpredictable nature of the situation it is very early & difficult toassess the future impact of COVID-19 with reasonable certainty. With the opening ofdomestic markets post lockdown we expect business to improve gradually in the comingmonths.

This section lists forward-looking statements that involve risks and uncertainties. Ouractual results could differ materially from those anticipated in these statements as aresult of certain factors. Our Risks Concerns & Threats are as follows:

• We may not be able to sustain our previous profit margins or levels ofprofitability.

• Our revenues are dependent on clients primarily located in the United States ofAmerica as well as on clients concentrated in specific sectors. An economic slowdown orother factors that affect the economic health of these countries or those sectors or anyother impact on the growth of such sectors may affect our business.

• Currency fluctuations may affect the revenue generation from our operations.

• Intense competition in the market could affect our pricing which could reduceour share of business from clients and decrease our revenues.

• A large part of our revenues is dependent on our top clients and the loss of anyone of our major clients could significantly impact our business.

• Our client contracts can typically be terminated without cause and with littleor no notice or penalty which could negatively impact our revenues and profitability.

• We may be liable to our clients for damages caused by the disclosure ofconfidential information system failures errors or unsatisfactory performance ofservices.

• We may engage in acquisitions strategic investments strategic partnerships oralliances or other ventures that may or may not be successful.

• Anti-outsourcing legislation in certain countries in which we operate mayrestrict companies in those countries from outsourcing work to us or may limit ourability to send our employees to certain client sites.

• In the event that the Government of India or the government of another countrychanges its tax policies in a manner that is adverse to us our tax expense may materiallyincrease reducing our profitability.

• If the Government of India modifies dividend distribution tax rates orintroduces new forms of taxes on the distribution of profits or changes the basis ofapplication of these taxes the same could materially affect the returns to ourshareholders.

e) Associate Company and Consolidated Statements:

Your Company has one associate company i.e. "Entecres Labs Private Limited"(ELPL). During the year total revenue of the ELPL has decreased to Rs. 491.25 Lakhs fromRs.624.81 Lakhs the previous year and its net profit after tax has reduced to Rs. 14.55Lakhs from Rs. 37.04 Lakhs in the previous year.

The Consolidated Financial Statement of your Company for the financial year 2020-21 isprepared in compliance with applicable provisions of the Companies Act 2013 IndianAccounting Standard and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Consolidated Financial Statements have been prepared on the basisof audited financial statements of the Company its associates as approved by theirrespective Board of Directors.

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of Company's associate is given as AOC -1.Brief particulars about the business of the Associate Company are as follows:-

Entecres Labs Private Limited (ELPL) is the brainchild of a group of research engineersalong with some professors and educationalists. The Company core business is to promoteSTEM education (STEM stand for Science Technology Engineering and Mathematics) amongstudents at an earlier age. Apart from India It also has presence in various countriesincluding Japan UAE Singapore Maldives Sri Lanka Bangladesh Nepal and Malaysia. Theinvestment has allowed your Company to enter the education sector and explore newopportunities for growth in education and technology sector.

f) Material Developments in Human Resources / industrial Relations including Number ofPeople Employed:

The human resource plays a vital role in the growth and success of an organization. TheCompany has maintained cordial and harmonious relations with employees.

During the year under review various training and development workshops were conductedto improve the competency level of employees with an objective to improve the operationalperformance of individuals. The Company has built a competent team to handle challengingassignments and projects.

The Company has 25 permanent employees as on March 312021.

g) Details of Significant Changes:

Ratios 2021 2020
Debtors Turnover ratio 10.30 6.72
Interest coverage ratio 64.59 (27.69)
Current ratio 22.03 9.01
Debt equity ratio 0.02 0.04
Operating Profit Margin 0.84 (0.96)
Net Profit Margin % 70.99% (67.21)%
Return on Net worth % 13.26% (10.71)%
EPS 4.36 (3.05)
PE Ratio 5.50 (2.71)

Reason for significant change:

• Revenue from Operations & other Income: The Revenue has increased during theyear. Other Income has also increased due to notional gain in current investments and goodperformance of the Financial Markets.

• Debtors Turnover ratio: The Debtors Turnover Ratio has changed but it isrealized within the credit permissible policy of the company.

• The Interest coverage ratio has increased due to profit gained by the companyduring the year.

• The net operating margin has increased due to increase in sales in the currentyear as compared to the last year.

• The net profit margin has increased to 70.99% as compared to net loss margin of(67.21%) in the previous year. However the management's contention is that it is due toInd AS effect wherein the notional gains of current investments have been factored in.

• The earnings per share have increased from Rs. (3.05) to Rs. 4.36 per share i.ethere is an increase of 242.95% due to the increased profit by the company in the currentyear. The positive EPS is mainly on account of notional gains of current investments andas such is of transitional nature.

h) Details of any Change in Return on Net Worth as Compared to the immediately PreviousFinancial Year:

The return on net worth i.e. the return on shareholders' equity has gone up to 13.26%.

BSE Adjudication Order

The company has received an Adjudication order dated April 212020 (Ref No.:Order/AP/AS/2020-21/7504) under section 15-I of SEBI Act 1992 read with rule 5 of SEBI(Procedure for holding inquiry and imposing penalties) Rules 1995 for failing to makedisclosure under regulation 13(4A) read with regulation 13 (5) of the PIT regulations1992 for the period 2012-2013 for 5 instances. As per the order received the penalty ofRs. 500000/- (Rupees Five Lakh Only) has been imposed on the Company under section 15A(b) of the SEBI Act. The Company has paid the required penalty within due date.

The complete order is available on the company website athttp://informed-tech.com/investors/material-events/

Risk Management

The Company is aware of the risks associated with the business. The Senior Managementsregularly analyses and takes corrective actions for managing / mitigating the same. Interms of the requirement of the Act the Company has authorized Senior Management tomanage monitor and report on the principal risks and uncertainties that can impact theability to achieve the Companies strategic objectives. The Senior Management periodicallyinforms the board on various issues along with its recommendations and comments for Boardsreview and necessary action.

Statutory Auditors their Report and Notes to Financial Statements

M/s. Parekh Sharma and Associates Chartered Accountants (Firm Registration No.129301W) were appointed as the Statutory Auditors of the Company as per the provisions ofSection 139 of the Companies Act 2013 to hold office from the conclusion of the 59thAnnual General Meeting (AGM) held on September 28 2017 until the conclusion of the Fifthconsecutive AGM of the Company to be held in the year 2022 (subject to ratification oftheir appointment by the Members at every AGM held after the AGM held on September 282017).

Further in accordance with the Companies Amendment Act 2017 enforced on May 07 2018by the Ministry of Corporate Affair the appointment of Statutory Auditors is not requiredto be ratified at every Annual General Meeting. Therefore it is not proposed to ratifythe appointment of auditors at the ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Total fees for all services paid by the Company and its subsidiaries on a consolidatedbasis to the statutory auditor and all entities in the network firm/network entity ofwhich the statutory auditor is a part is given below:

Particular As at March 31 2021
Audit Fees 275000
Tax Audit Fees -
Other Service 150000
Total 425000

Details in respect of Frauds Reported by Auditors

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by it or its Employees to theAudit Committee under section 143(12) of the Companies Act 2013 details of which needsto be mentioned in this Report.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under M/s. DSM &Associates Practicing Company Secretary (COP No. : 9394) have been appointed asSecretarial Auditors of the Company. The secretarial audit report does not contain anyadverse remarks or disclaimers it is enclosed as Annexure I to this report. The report isself-explanatory and do not call for any further comments.

Secretarial Standards

The Company is in compliance with the applicable secretarial standards.

Internal Auditors

In terms of Section 138 of the Companies Act 2013 and the rules made there under M/sM. V. Ghelani & Co. Chartered Accountants (ICAI Registration No. 119077W) areInternal Auditors of the Company. The audit Committee of the Board of Directors inconsultation with the Internal Auditors formulate the scope functioning periodicity andmethodology for conducting the internal audit.

Related Party Transactions

There have been no materially significant related party transactions between theCompany and the Directors the management the key managerial personnel or their relativesexcept for those disclosed in the financial statements.

Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany website and can be accessed at the Web link:http://informed-tech.com/investors/corporate-governance/.

Extract of the Annual Return

As required under Section 92(3) and 134(3) (a) of the Act and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 (as amended) Annual Return in FormMGT - 7 is available on Company's website on the link https://informed-tech.com/investors/corporate-governance/

Disclosures pursuant to the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

Sr. Name of Director/KMP No. and Designation Remuneration of Director/KMP for financial year 202021 (Rs. in Lacs) % increase in Remuneration in the financial year 2020-21 Ratio of remuneration of each Director/to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1. Mr. Gautam Khandelwal Non Executive Chairman NIL Not Applicable Not Applicable Not Applicable
2. Mr. Nimis Sheth# Independent Director NIL Not Applicable Not Applicable Not Applicable
3. Mr. Virat Mehta# Independent Director NIL Not Applicable Not Applicable Not Applicable
4. Mrs. Suelve Khandelwal Executive Director 22.00 - 6.34:1

Company made a profit of Rs. 1.82 cr as compared to loss last year.

5. Mrs. Roshan Dsouza Chief Financial Officer 8.58 - -
6. Ms. Reena Yadav Company Secretary and Compliance Officer 8.96

# The Company has paid sitting fees of Rs. 25000 per board meeting and Rs.1000 percommittee meeting to the Independent Directors during the year.

Notes

i) The Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2020-21: As per table given above.

ii) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2020-21: As per table given above.

iii) The percentage increase in the median remuneration of employees in the financialyear 2020-21: -17.26%

iv) There were 25 confirmed employees on the rolls of the Company as on March 312021.

v) Average percentage increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentageincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: As pertable given above.

vi) Affirmation that the remuneration is as per remuneration policy of the Company- Yes

B) Particulars of employees remuneration as required under section 197(12) of theCompanies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016:

During the year under consideration none of the employees of the Company were inreceipt of remuneration in excess of limits prescribed under section 197(12) of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 hence particulars as requiredunder section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 arenot given.

Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo

Disclosures pertaining to conservation of energy technology absorption are notapplicable to your company during the year under Review. The Company has not undertakenany R&D activity in the current year. The Company has not imported any technologyduring the year.

During the year the foreign Exchange outgo was Rs. NIL (Previous year - Nil). TheForeign Exchange earning was Rs.256.15 Lakhs (Previous year Rs. 189.41 Lakhs).

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company hence the disclosures as perRule 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 is notrequired to be made.

Cost Record

Maintenance of cost records as specified under Section 148(1) of the Act is notapplicable to your Company.

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to provide amechanism for the directors and employees to report genuine concerns about any unethicalbehavior actual or suspected fraud or violations of the Company's code of conduct. Theprovisions of this policy are in line with the provisions of Section 177 (9) of the Act.The policy can be accessed on the company's website at following linkhttp://informed-tech.com/investors/corporate-governance/.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in linewith the requirements of the Sexual Harassment of Women in the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontract temporary trainees) are covered under this policy.

The following is a summary of Sexual Harassment Complaints received and disposed offduring the year 2020-2021.

No. of Complaint received No. of Complaints disposed off No. of Complaints pending
Nil N.A. N.A.

Material Changes

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthis report relates and the date of the report except as otherwise mentioned in thisdirector report if any.

There had been no changes in the nature of Companies business. To the best ofinformation and assessment there has been no material changes occurred during thefinancial year generally in the classes of business in which the Company has an interestexcept as otherwise mentioned in this director report if any.

Directors Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that year;

iii) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Dematerialization of Shares

95.18% of the Company's paid up equity share capital is in dematerilised form as onMarch 312021 and balance 4.82% is in physical form. The Company's Registrar and ShareTransfer Agents is M/s. Link Intime India Pvt. Ltd. having office at C-101247 Park LBSMarg Vikhroli - (W) Mumbai - 400083.

Corporate Governance

As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 provisions as specified in regulation 27 shall not apply to yourCompany. As such there is no requirement to attach the corporate governance report.

Acknowledgements

Your Board of Directors wishes to place on record their appreciation for thewhole-hearted cooperation received by the Company from the Shareholders variousGovernment departments Business Associates Company/s Bankers and all the employeesduring the year.

For and on behalf of the Board
Gautam Khandelwal
Place: Mumbai Chairman
Date: August 13 2021 DIN 00270717

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