Your Directors are pleased to present the 27th Annual Report together with the AuditedFinancial Statements for the Financial Year ended March 31 2022.
Consolidated financial statements of accounts for the year ended 31st March 2022.
| || ||Rs. in lakhs |
|Particulars ||2021-22 ||2020-21 |
|Revenue from Operations ||13243.12 ||11614.31 |
|Other Income ||550.23 ||2279.81 |
|Total Revenue ||13793.35 ||13894.12 |
|Direct cost of operations ||81.40 ||218.74 |
|(Increase)/Decrease in Stocks/WIP ||-- ||-- |
|Employee Benefit Expenses ||5653.98 ||4675.94 |
|Financial Expenses ||46.82 ||87.22 |
|Depreciation ||1247.78 ||2206.11 |
|Other Expenses ||5145.23 ||4022.30 |
|Total Expenses ||12175.21 ||11210.31 |
|Profit/ (Loss) before Tax & Exceptional Item ||1618.14 ||2683.81 |
|Exceptional or Extraordinary Items ||-- ||-- |
|Profit/ (Loss) before Tax ||1618.14 ||2683.81 |
|Provision for Taxation ||(33.40) ||(3.65) |
|MAT Credit/Taxes of earlier years ||3.17 ||(4.60) |
|Deferred Tax ||15.87 ||(9.70) |
|Profit / (Loss) after Tax ||1603.78 ||2665.86 |
|Other Comprehensive Income ||(3.38) ||(2.51) |
|Total Comprehensive Income for the year ||1600.40 ||2663.35 |
Performance on a Consolidated Basis
The Company's performance in FY21-22 has shown a significant improvement over theprevious year. On a consolidated basis the revenue from operations has increased bynearly 15% whereas operating profit has also crossed Rs. 11 crores. The Company hasachieved higher sales in all the geographical regions is operates in. This trend is likelyto continue in the current year as well.
Other income has been lower than the previous year as recovery from legal suits droppedin FY 21-22 as compared to the previous year. We expect this revenue stream to continue inthe current year as legal suits have been filed against several large corporations forviolation of the company's copyright on its images.
The Data Analytics division FrogData is growing very rapidly. The division is growingat the rate of more than 150% yoy. It's Artificial Intelligence (AI) driven product suitehas delivered strong ROIs to its customers. FrogData has one of the most powerful AIengines built inside its product.
The Company's CGI division is being expanded at a rapid pace as the company receivessignificantly larger orders from its gaming customers. The company has added nearly 30people to its CGI team taking the total strength to 45. This division is expected tobecome a major revenue and profit generator in the years to come.
The Company has launched izmoEmporio in the NADA 2022 Auto Show held in February 2022.This is a unique product offering in the market and is expected to significantly enhancethe customer base of the company in all geographies.
Total expenses have increased as compared to the previous year as the company has givensizeable pay hikes to its employees to retain good talent. The overall number of employeeshas also increased substantially.
The company's Indian entity has become debt free as of March 31st 2022 in India. Theentire debt has been paid from internal accruals.
The company's other expenses have increased as a result of legal expenses incurred forfighting lawsuits for trademark infringement resulting in large amounts being recoveredfrom defaulting companies.
Stand Alone Financials
| || ||Rs. in lakhs |
|Particulars ||2021-22 ||2020-21 |
|Revenue from Operations ||2979.31 ||2730.72 |
|Other Income ||116.32 ||123.06 |
|Total Revenue ||3095.63 ||2853.78 |
|Direct cost of operations ||81.40 ||218.74 |
|(Increase)/Decrease in Stocks/WIP ||-- ||-- |
|Employee Benefit Expenses ||2339.89 ||1859.11 |
|Financial Expenses ||33.10 ||81.30 |
|Depreciation ||109.26 ||101.95 |
|Other Expenses ||516.19 ||566.80 |
|Total Expenses ||3079.84 ||2827.90 |
|Profit/ (Loss) before Tax & Exceptional Item ||15.79 ||25.88 |
|Exceptional or Extraordinary Items ||-- ||-- |
|Profit/ (Loss) before Tax ||15.79 ||25.88 |
|Provision for Taxation ||(24.72) ||(3.65) |
|MAT Credit/ Taxes of earlier years ||3.17 ||(4.60) |
|Deferred Tax ||15.87 ||(9.70) |
|Profit / (Loss) after Tax ||10.11 ||7.93 |
|Total Other Comprehensive Income ||(3.38) ||(2.51) |
|Total Comprehensive Income for the period ||6.73 ||5.42 |
The Company's sales on a standalone basis has shown an increase of nearly 10% over theprevious year. This has been achieved despite the entire staff working from home duringthe year.
Analysis of Expenses
Employee benefit expenses have shown a sizeable increase over the previous year. Thisis primarily due to the annual salary hike given to the employees as well as addition ofnew employees. Attrition in the IT industry has increased significantly in the last year.However due to our employee friendly policies we are still able to maintain it at around13-14% much less than the industry average.
Financial expenses have reduced significantly as the company has steadily reduced itsdebt. The company's high cost debt in India has been totally paid of in FY 21 -22.
The company's other expenses have decreased slightly as compared to the previous year.
The company's profitability has improved slightly due to an improvement in revenuessharp reduction in Direct cost of operations and a slight decrease in other expenses. Thishas partially offset the sharp increase in employee costs.
In order to augment the ongoing expansion programmes the Directors have decided toplough back the profits into the system and regret inability to recommend dividend.
DETAILS OF SIGNIFICANT CHANGES
Key Financial Ratios
As per Listing Regulations the Company is required to give details of significantchanges (Change of 25% or more as compared to the immediately previous Financial Year) inkey sector - specific financial ratio.
|S.No. ||Particulars ||FY 2021-22 ||FY 2020-21 ||% Change ||Detailed Explanation for change (Where the change is 25% or more as compared to the immediately previous financial year) |
|1 ||Revenue (Rs. In Lakhs) ||2979.31 ||2730.72 ||9% ||Not Applicable |
|2 ||Net Profit ||10.11 ||7.93 ||27% ||The increase in net profit is due to increase in revenue and reduction in tax expenses during the year. |
|3 ||EBITDA ||158.15 ||209.13 ||-24% ||Not Applicable |
|4 ||Return on Net worth ||0.06% ||0.05% ||27% ||The increase is due to increase in revenue and reduction in tax expenses during the year. |
|5 ||EPS (Basic) ||0.08 ||0.06 ||33% ||The increase is due to increase in net profit in current FY 2021-22 |
|6 ||EPS (Diluted) ||0.08 ||0.06 ||33% ||The increase is due to increase in net profit in current FY 2021-22 |
|7 ||Debtor Turnover Ratio ||5.98 ||1.86 ||221% ||Increased due to significant reduction in Trade receivables on account of customer collection during Previous FY ( 2020-21). |
|8 ||Interest Coverage Ratio ||4.78 ||2.57 ||86% ||The increase is due to reduction in Interest on account of repayment of term loan in full during the year. |
|9 ||Current Ratio ||1.28 ||1.15 ||11% ||Not Applicable |
|10 ||Debt Equity Ratio ||0.004 ||0.035 ||-87% ||The reduction is mainly due to repayment of term loan in full during the year. |
|11 ||Operating Profit Margin (%) ||5.31% ||7.66% ||-31% ||The Reduction is due to increase in employee benefit cost during the year. |
|12 ||Net Profit Margin (%) ||0.34% ||0.29% ||17% ||Not Applicable |
Note: "Not applicable" mentioned wherever changes is not 25% or moreunder "Detailed Explanation for Change" column.
The Authorized Share Capital of your Company as on March 312022 stood at Rs. 180000000 divided into 18000000 equity shares of Rs.10/- each. The Issued Share Capital ofyour Company is Rs. 133588730 divided into 13358873 equity shares of Rs.10/- each andthe Subscribed and Paid-up Share Capital is Rs. 133588730 divided into 13358873 equityshares of Rs.10/- each fully paid up.
In order to augment the ongoing expansion programs the Directors have decided toplough back the profits into the system and regret inability to recommend dividend.
TRANSFER TO RESERVE
Your Directors does not propose to carry any amount to reserves during the financialyear ended March 31 2022.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Act read with the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") dividend if not claimed for a period of 7 years from the date of transferto Unpaid Dividend Account of the Company are liable to be transferred to the InvestorEducation and Protection Fund ("IePf").
Further all the shares in respect of which dividend has remained unclaimed for sevenconsecutive years or more from the date of transfer to unpaid dividend account shall alsobe transferred to IEPF Authority. The said requirement does not apply to shares in respectof which there is a specific order of Court Tribunal or Statutory Authority restrainingany transfer of the shares.
In the interest of the shareholders the Company sends periodical reminders to theshareholders to claim their dividends in order to avoid transfer of dividends / shares toIEPF Authority. Notices in this regard are also published in the newspapers and thedetails of unclaimed dividends and shareholders whose shares are liable to be transferredto the IEPF Authority are uploaded on the Company's website.
In light of the aforesaid provisions the Company did not have any funds lying unpaidor unclaimed for a period of seven years. Therefore there were no funds which wererequired to be transferred to Investor Education and Protection Fund (IEPF).
EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) read with Section 134(3)(a) of the CompaniesAct 2013 the annual return as on March 31 2022 is available on the Company's website athttps://www.izmoltd.com/shareholding-pattern-en-in.htm
NUMBER OF MEETINGS OF THE BOARD
During the year under review 4 (Four) meetings of the Board of Directors were helddetails of which are set out in the Corporate Governance Report which forms part of thisReport.
Detailed composition of the Board committees namely Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee number of meetings heldduring the year under review and other related details are set out in the CorporateGovernance Report which forms part of this Report.
There have been no instances where the Board has not accepted any recommendation of anyof the Committees of the Board.
STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS
The Board of Directors of the Company comprises of optimum number of IndependentDirectors. Based on the confirmation / disclosures received from the Directors thefollowing Non-Executive Directors are Independent in terms of the Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) and 25(8) of the SEBI (LODR) Regulations 2015as on March 31 2022:
1. Mr. Ramanujam Krishnamurthy
2. Mr. Vijay Gupta
3. Mr. Vasanth Kumar
The Company has received Certificate of Independence from the Independent Directorsinter- alia pursuant to Section 149 of the Companies Act 2013 and under ListingRegulations confirming and certifying that they have complied with all the requirements ofbeing an Independent Director of the Company. The said Certificate(s) were taken on recordby the Board at its meeting held on May 28 2022.
The Board of Directors of the Company has constituted a qualified and independent AuditCommittee that acts as a link between the management the Statutory and Internal Auditorsand the Board. The composition powers role and terms of reference of the Committee arein accordance with the requirements mandated under Section 177 of the Companies Act 2013read with the rules made there under and Regulation 18 read with Part C of Schedule II ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as SEBI Listing Regulations 2015). Apart from the above the Committee alsocarries out such functions/responsibilities entrusted on it by the Board of Directors fromtime to time.
The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Board of Directors of your Company has adopted Nomination and Remuneration Policy(Policy) for identification selection and appointment of Directors Key ManagerialPersonnel ("KMP") Senior Management Personnel (SMP) and other employees interms of provisions of the Companies Act 2013 and Listing Regulations as amended fromtime to time. The Policy enumerates the powers roles and responsibilities of theNomination and Remuneration Committee. The composition powers role and terms ofreference of the Committee are in accordance with the requirements mandated under Section178 of the Companies Act 2013 and Regulation 19 read with Part D of Schedule II of theSEBI Listing Regulations 2015.
You're Board on the recommendations of the Nomination and Remuneration Committeeappoints Director(s) of the Company based on his / her eligibility experience andqualifications and such appointment is approved by the Members of the Company at GeneralMeetings. Generally the Managing Director and Whole-time Directors (Executive Directors)are appointed for a period of three years. Independent Directors of the Company areappointed to hold their office for a term of upto five consecutive years on the Board ofyour Company. Based on their eligibility for re-appointment the outcome of theirperformance evaluation and the recommendation of the Nomination and RemunerationCommittee the Independent Directors may be re-appointed by the Board for another term ofupto five consecutive years subject to the approval of the Members of the Company. Thesame is available on the Company's website on https://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm
DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY
Details as required under Section 197(12) of the Act read with Rules 5(1) 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(as amended) are annexed to this Board's Report and marked as Annexure-C and Annexure-D.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT2013
The Directors confirm that -
a) In the preparation of the annual accounts for the financial year ended March 312022 the applicable accounting standards had been followed and there were no materialdepartures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year as atMarch 31 2022 and of the profit and loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively;
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2022.
EXPLANATION AND COMMENTS BY THE BOARD ON EVERY QUALIFICATION/ RESERVATION/ADVERSEREMARK/DISCLAIMER BY THE AUDITORS IN THEIR REPORTS
The statutory Auditor's Report and Secretarial Audit Report do not contain anyqualification disclaimer reservation or adverse remark or disclaimer.
Secretarial Audit Report as issued by the Secretarial Auditor is annexed to this Reportand marked as Annexure - E.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of the loan granted are mentioned in the Note No. 35 of Notes to theStandalone financial statement pursuant to Section 186 (4) read with Companies (Meetingsof Board and its Powers) Rules 2014. The details of guarantee given and security providedby the Company are stated in Note. No.42 of Notes to the Standalone financial statement.Full particulars of investments made are stated in Note No.7 to the standalone financialstatement.
RELATED PARTY TRANSACTIONS
All related party transactions as referred in Section 188(1) of the Companies Act 2013read with the rules made there under that were entered into during the financial year wereon an arm's length basis and were in the ordinary course of business.
All Related Party Transactions are placed before the Audit Committee. Requisiteapproval of the Audit Committee is obtained on periodic basis for the transactions whichare repetitive in nature or otherwise. The actual transactions entered into pursuant tothe approval so granted are placed at quarterly meetings of the Audit Committee.
Your directors draw attention of the members to Note. No. 35 of notes to the financialstatement which sets out related party disclosures.
The Company has formulated a Policy on related party transactions. This policy approvedby the Board is uploaded on the Company's website on the below link:https://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm
MATERIAL TRANSACTIONS WITH RELATED PARTIES
The Company has not entered any material transaction with related parties during theyear under review which requires reporting in Form AOC 2 in terms of Companies Act 2013read with Companies (Accounts) Rules 2014. However the requisite disclosure in thisregard is given in this report as Annexure-A.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year on March 31 2022 towhich the financial statements relate and the date of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with the provisions of Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 (as amended) information on conservation of energytechnology absorption foreign exchange earnings and outgo of the Company during the yearunder review are mentioned below.
A. CONSERVATION OF ENERGY
The operations of the Company are not energy intensive. The provisions relating todisclosure of details regarding energy consumption both total and per unit of productionare not applicable as the Company is engaged in the service sector and provides IT and ITrelated services.
Efforts has been made to ensure optimal usage of energy avoid wastage and conserveenergy. As an ongoing process the Company continues to undertake the energy conservationmeasures to minimize the usage of energy. Below are some of our conscious efforts inenergy conservation:
Installing LED lights which reduces electricity consumption.
Continuous monitoring of floor areas after normal working hours and switchingoff lights.
Periodic UPS and AC maintenance to ensure efficient working of equipment.
Replacing old monitors with energy efficient Laptop's which lead to significantreductionin energy consumption.
Migrating from in-house computing infrastructure to cloud leading to significantenergy and cost savings.
Efforts in removing dead loads during weekends. (Turn Off/Plug out Heatingelements ofvending machines turn off Lighting circuits ensure all manual operating loadsare cut off etc).
B. TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT (R&D)
The Company uses the latest technology available in modern technology applications.Indigenous technology available is continuously being upgraded to improve overallperformance. The Company has a dedicated team of technically competent personnel whorelentlessly work on technology up gradation and development related fields.
Research and Development continues to be given very high priority in SoftwareTechnology in the area of telecommunications and hardware technology in the area ofembedded systems.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
During the year the details of Foreign Exchange transactions were:
| || || ||(Amount in Rs.) |
| ||Foreign exchange earnings and outgo ||FY 2021-22 ||FY 2020-21 |
|a. ||Foreign exchange earnings ||277883589 ||239620246 |
|b. ||CIF Value of Imports ||189700 ||437823 |
|c. ||Expenditure in foreign currency ||1130080 ||906475 |
A detailed report on Risk Management is included in Management Discussion and Analysiswhich forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
It is not mandatory for your company to constitute a CSR Committee as it does not fallunder the criteria mentioned in Section 135 of Companies Act 2013.
EVALUATION OF BOARD AND ITS COMMITTEES
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the Board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
In a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
At the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the Board its Committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire Board excluding the independent director beingevaluated.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there is no change in the nature of the business.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31 2022 the Board of Directors of your Company comprised of sixDirectors viz. three Executive Directors and three Independent Directors including twowomen Directors. Pursuant to the provision of Section 152(6) of the Companies Act 2013and the Articles of Association of the Company Mr. Sanjay Soni (DIN: 00609097) retires byrotation and being eligible offers himself for re-appointment. A resolution seekingshareholders' approval for his re-appointment along with other required details forms partof the Notice.
The Board of Directors at its meeting held on February 14 2022 subject to approval ofthe shareholders approved the re-appointment of Mr. Sanjay Soni (DIN-00609097) as theManaging Director of the Company for a further period of three years with effect fromApril 01 2022 and appointment of Mr. Vasanth Kumar (DIN: 03570216) as AdditionalDirector (Non-Executive Independent) of the Company further to be appointed asIndependent Director for a period of five years with effect from February 14 2022 subjectto the approval of shareholders and on such terms and condition as decided by the board.
Mr. Perur Phaneendra ceased to be Independent Director of the Company with effect fromJanuary 31 2022 due to his sudden demise. The Board places on record its appreciationfor his invaluable contribution and guidance during his tenure as Independent Director ofthe Company.
Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meets the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations. There has been no change in the circumstances affectingtheir status as independent directors of the Company.
Pursuant to the provisions of Section 203 of the Act Mr. Sanjay Soni ManagingDirectors Mrs. Kiran Soni Whole Time Director & Chief Financial Officer and Mr.Danish Reza Company Secretary & Compliance Officer are the Key Managerial Personnelof the Company as on March 31 2022.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on March 31 2022.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURESON THE REMUNERATION OF THE DIRECTORS
All pecuniary relationship or transactions of the non-executive Directors vis-a-vis theCompany containing requisite information for such payments and disclosures on theremuneration of the Directors along with their shareholding are disclosed in CorporateGovernance Report which forms part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review the Company has duly complied with the applicableprovisions of the Revised Secretarial Standards on Meetings of the Board of Directors(SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India(ICSI).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS
There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
MAINTENANCE OF COST RECORDS
The maintenance of Cost Record has not been specified by the Central Government undersection 148(1) of the Companies Act 2013 for the business activities carried out by theCompany.
INTERNAL FINANCIAL CONTROL
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis which forms part ofthis Report.
Your Company along with subsidiaries provides software solutions and services globally.Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 (as amended) a statement containing the salient features ofFinancial Statements of the aforesaid Subsidiaries (including highlights of theirperformance and contribution to the overall performance of the Company) has been providedin Form AOC-1 annexed as Annexure-B which forms part of this Annual Report.
The Company has framed policy for determining material subsidiaries as per requirementof explanation to Regulation 16 (1) (c) in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has uploaded the same on company's website:https://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm
The Audited Consolidated Financial Statements (CFS) of your Company for the financialyear ended March 31 2022 prepared in compliance with the provisions of Ind-AS issued bythe Institute of Chartered Accountants of India (ICAI) and notified by the Ministry ofCorporate Affairs (MCA) Government of India also form part of this Annual Report.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The Statement showing ratio of the remuneration of each director to the medianemployee's remuneration pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed with thisreport as Annexure-C
The statement showing the names of the top ten employees in terms of remuneration drawnfor the year ended March 312022 pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as annexed with this report as Annexure-D.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 of the Act and Rules framed there under readwith Regulation 22 of the Listing Regulations your Company has established a vigilmechanism to report genuine concerns. The Policy provides for Directors and employees toreport concerns about unethical behaviour actual or suspected fraud or violation ofCompany's Code of Governance and Ethics. The policy is uploaded on the website of theCompany at www.izmoltd.com and is available at the linkhttps://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report is given as a separate section inthis Annual Report and is annexed to this Report.
AUDIT AND AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theprovision of Companies (Audit and Auditors) Rules 2014 Mr. Guru Prakash V CharteredAccountant (Membership Number 228938) was appointed as the Statutory Auditors of theCompany for a consecutive period of 5 (five) years from conclusion of the 22nd AGM held inthe year 2017 until conclusion of the 27th AGM of the Company scheduled to be held in theyear 2022. His term cases to exsit in the ensuing AGM. The reports given by the Auditorson the Standalone and Consolidated Financial Statements of the Company for the financialyear ended March 31 2022 form part of this Annual Report and there is no qualificationreservation adverse remark or disclaimer given by the Auditors in their Reports.
Reporting of frauds by Auditors
During the year under review there have been no instances of fraud reported by theAuditors to the Audit Committee of the Board pursuant to Section 143(12) of the Act andthe Rules made thereunder.
The Board has placed on record its sincere appreciation for the services rendered byMr. Guru Prakash V Chartered Accountant (Membership Number 228938) as Statutory Auditorsof the Company.
Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended) yourBoard at its meeting held on February 14 2022 appointed Mr. Syed Shahabuddin (ICSIMembership No.ACS 4121 and C.P. No. 11932) Company Secretaries having office at 85/2Muniswamappa Road 01st Cross Road J C Nagar Bangalore-560006 as the Secretarial Auditorof the Company to conduct the Secretarial Audit for financial year ended March 312022.
The report of the Secretarial Audit as received from Mr. Syed Shahabuddin in theprescribed Form MR-3 is annexed herewith to the Board Report and marked as Annexure-E anddoes not contain any qualification reservation adverse remark or disclaimer given by theAuditors in their Reports.
The Secretarial Compliance Report as received from Mr. Syed Shahabuddin theSecretarial Auditor of the Company as per the requirement of SEBI (LODR) 2015 is annexedherewith to the Board Report and marked as Annexure-F.
The Board had appointed Mr. M. Venkatesha Chartered Accountant having Membership No.:232131 as Internal Auditors of the Company pursuant to Section 138 of the Companies Act2013 for the F.Y. 2021-22 and he has completed the internal audit as per scope given bythe Audit Committee for the financial year 2021-22.
The Company continues to benchmark itself with the best-of-the-class practices as faras corporate governance standards are concerned. The Company has complied with therequirements provided in Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The compliance report on the variousrequirements under the said clause along with the Practicing Company Secretarycertification thereof is provided in the corporate governance section of this report at AnnexureG.
SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS
During the year under review there were no significant material orders passed by theRegulators / Courts and no litigation was outstanding as on March 312022 which wouldimpact the going concern status and future operations of your Company. The details oflitigation on tax matters are disclosed in the Auditor's Report and Financial Statementswhich form part of this Annual Report.
EMPLOYEES STOCK OPTION PLAN
Currently the Company has two Employees Stock Option Schemes namely 'Employee StockOption Plan 2013' and 'Employee Stock Option Plan 2016'.
1. Employee Stock Option Plan 2016
With regards to Employee Stock Option Plan 2016 we have obtained only the approvalfrom the shareholders of the company by passing the special resolution on the AGM held on10th September 2016 and further course of action and approval from the various regulatorywill be obtained with due course of time with the direction/approval from the Board ofdirector/committee. Hence further disclosure with regards Section 62 read with Rule 12 ofthe Companies (Share Capital and Debenture) Rules 2014 & other disclosure with regardto clause 14 of SEBI (Share Based Employee Benefits) Regulation 2014 does not arise as onthis report date.
2. Employee Stock Option Plan 2013
Disclosures for the financial year ended March 31 2022 regarding Employee Stock OptionPlan 2013 in terms of Companies (Share Capital and Debenture) Rules 2014 are as below:
| || |
Employee Stock Option Plan 2013
|Particulars ||(F.Y 2021-22) ||(F.Y 2020-21) ||(F.Y 2019-20) ||(F.Y 2018-19) |
| || || || || |
|Option granted ||NIL ||225000 ||NIL ||NIL |
|Option vested ||274400 ||205800 ||NIL ||320600 |
|Option exercised ||167200 ||124500 ||NIL ||245500 |
|The total no. of shares arising as a result of exercise of option ||167200 ||124500 ||NIL ||245500 |
|Options lapsed/cancelled during the year ||107200 ||81300 ||NIL ||75100 |
|The exercise price ||Rs. 10 /- ||Rs. 10 /- ||Rs. 10 /- ||Rs. 10 /- |
|Variation of terms of options ||No variation in the terms of options during the year under review. ||No variation in the terms of options during the year under review. ||No variation in the terms of options during the year under review. ||No variation in the terms of options during the year under review. |
|Money realized by exercise of options ||Rs. 1672000 ||Rs. 1245000 ||NIL ||Rs. 2455000 |
|Total no. of options in force ||499400 ||499400 ||480200 ||480200 |
|EMPLOYEES WISE DETAILS OF OPTION GRANTED || || || || |
|Key Managerial Personnel (KMP) ||No options were granted to KMPs during the year under review ||No options were granted to KMPs during the year under review ||No options were granted to KMPs during the year under review. ||No options were granted to KMPs during the year under review. |
|Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year ||NIL ||NIL ||NIL ||NIL |
|Identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. ||NIL ||NIL ||NIL ||NIL |
Disclosure on ESOPs details of options granted shares allotted on exercise etc. asrequired under Employee Benefits Regulations read with SEBI circular no.CIR/CFD/POLICYCELL/2/2015 dated June 16 2015 are available on the Company's website:http://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Internal Complaints Committee (ICC)
Your Company is committed to provide a safe and secure environment to its womenemployees across its functions and other women stakeholders as they are considered asintegral and important part of the organization.
The Company has in place an Anti-Sexual Harassment Policy inter-alia in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013 and has also complied with the provision relating to theconstitution of Internal Complaints Committee (ICC) to redress complaints. The followingis the summary of complaints received and disposed off during the year under review: ThePolicy is also available in the website of the Company athttps://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm
Number of complaints received and disposed off - Nil
The Board places on record its appreciation of the contribution of Associates at alllevels customers Business and technology partners vendors investors GovernmentAuthorities and all other stakeholders towards the performance of the Company during theyear under review.
|Place: Bangalore || ||By order of the Board |
|Date: August 11 2022 || ||for IZMO Limited |
| ||Sd/- ||Sd/- |
| ||Sanjay Soni ||Shashi Soni |
| ||Managing Director ||Chairperson and Wholetime Director |
| ||DIN:00609097 ||DIN:00609217 |
| ||Address: Flat No. 9 Prestige Casablan ||Address: Flat No. 9 Prestige Casablanca |
| ||Apartments 12/1 ||Apartments 12/1 Airport Road |
| ||Airport Road Bangalore-560017 ||Bangalore-560017 |