You are here » Home » Companies » Company Overview » Kellton Tech Solutions Ltd

Kellton Tech Solutions Ltd.

BSE: 519602 Sector: IT
NSE: KELLTONTEC ISIN Code: INE164B01022
BSE 00:00 | 16 Aug 71.60 -1.85
(-2.52%)
OPEN

73.00

HIGH

73.20

LOW

70.00

NSE 00:00 | 16 Aug 71.45 -1.95
(-2.66%)
OPEN

71.85

HIGH

73.35

LOW

70.10

OPEN 73.00
PREVIOUS CLOSE 73.45
VOLUME 105736
52-Week high 134.95
52-Week low 39.25
P/E 59.67
Mkt Cap.(Rs cr) 691
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 73.00
CLOSE 73.45
VOLUME 105736
52-Week high 134.95
52-Week low 39.25
P/E 59.67
Mkt Cap.(Rs cr) 691
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kellton Tech Solutions Ltd. (KELLTONTEC) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 27th Annual Report coveringthe highlights of the finances business and operations of your Company. Also includedherein are the Audited Financial Statements of the Company (standalone and consolidated)prepared in compliance with Ind AS accounting standards for the financial year endedMarch 31 2021.

HIGHLIGHTS OF FINANCIAL PERFORMANCE:

During the year under review the Company has achieved Comprehensive income of Rs. 7075lakhs.

However your Directors look forward to improve the financial position of the Companyand are optimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended March 31 2021 areas follows:

STANDALONE

(Amt in Rs.)

Particulars 2020-21 2019-20
Revenue from operations 1192490679 1267992228
Other Income 30689081 37078911
Total Revenue 1223179760 1305071139
Total Expenditure 1070411376 1156700958
Profit/(Loss) before taxes 153005774 148370181
Tax Expense (42615597) (35755394)
Profit/(Loss) after Tax 110390177 112614788
Earnings per equity shares in Rs. 1.14 1.15
Total Comprehensive Income for the period 110002698 110859822

CONSOLIDATED

(Amt in Rs.)

Particulars 2020-21 2019-20
Revenue from operations 7756321107 7706793265
Other Income 46748556 39406996
Total Revenue 7803069663 7746200261
Total Expenditure 6936038184 6875450214
Profit/(Loss) before taxes 867268869 870750047
Tax Expense (156033792) (165436775)
Profit/(Loss) after Tax 711235077 705313272
Earnings per equity shares in Rs. 7.34 7.70
Total Comprehensive Income for the period 707573379 742466453

REVIEW OF PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS:

Your directors are pleased to report that in spite of severe impact on Country'seconomy and almost all the industries with de-growth to a great extent your Company hasbeen able to with stand the impact and registered performance at the same level of FY'21.

A detailed analysis of the financials and business performance of the Company duringthe year under review including the impact the in COVID 19 pandemic had on your Company'sbusiness is detailed below.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business of the Company or any of its subsidiariesor joint venture during the year under review.

DIVIDEND AND TRANSFER TO RESERVES:

Your Directors are pleased to recommend a final dividend of 5% i.e. 0.25 Paise perequity share of Rs. 5 Face value for the financial year ended March 31 2021 (previousfinancial year Nil). If the above recommendation is accepted by the Members of the Companyat the ensuing Annual General Meeting total outflow on this account will be Rs.24097284/-.

Your Directors do not propose to transfer any amounts to the general reserves of theCompany instead have recommended retaining the entire of profits for the financial yearended March 31 2021 in the profit and loss account.

Your Company did not have any amounts due or outstanding as at Balance Sheet date to becredited to the Investor Education and Protection Fund.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has formulated a Policy on Dividend Distribution which isdisseminated on the Company's website athttps://www.kelltontech.com/investors/company-policies.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 read with read with Rule 12 of theCompanies  (Management and Administration) Rules 2014 copy of the Annual Return ofthe Company for financial year 2020-21 prepared in accordance with Section 92(1) of theAct has been placed on the website and is available athttps://wwwkelltontechcom/investors/reports-and-filings .

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

Except the effect economy there are no material changes and commitments after theclosure of the financial year and consequent lockdown resulting in a severe slowdown ofwhich will affect the financial position of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material order has been passed by the regulators orcourts the going concern status and Company's operations in future.

SHARE CAPITAL:

The Authorized Share Capital of the Company stands at Rs. 600000000 (Rupees SixtyCrore only) divided into 120000000 (Twelve Crore only) Equity Shares of Rs. 5/- (RupeesFive) each and the Paid up Share Capital stand at Rs. 481912340 (Rupees Forty EightCrore Nineteen Lakh Twelve Thousand Three Hundred and Forty only) divided into 96382468(Nine Crore Sixty Three Lakh Eighty Two Thousand Four Hundred and Sixty Eight only) EquityShares of Rs. 5/- each.

During the year under the review there was no change in the Share Capital of theCompany.

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

I) The shareholders of the company vide resolution passed at the 19th AnnualGeneral Meeting approved ESOP 2013 and has granted options to the employees.

Disclosure regarding Employees Stock Option Plan and forming part of the Directors'Report for the year ended 31st March 2021 is as follows:

Particulars Description
1. Date of Share holder's approval ESOP Scheme 2013 as approved on 27/12/2013 and amendment made on 27/09/2017 at the 23rd Annual General Meeting of the Company
2. Total number of options granted 2527500
3. Vesting requirements 12-60 months
4. The pricing formula Closing price of equity shares on the stock exchange where the shares are listed from vesting date
5. Maximum term of options granted Employees to exercise options within 3 years
6. Source of shares Primary
7. Method used to account for ESOPS Fair Value

Option movement during the year (For each ESOPS):

Particulars Details
Number of options outstanding at the beginning of the period 584696
Number of options granted during the year 0
Number of options forfeited / lapsed during the year 60668
Number of options vested during the year 33333
Number of options exercised during the year 0
Number of shares arising as a result of exercise of options 0
Money realized by exercise of options (INR) if scheme is implemented directly by the company 0
Loan repaid by the Trust during the year from exercise price received Nil
Number of options outstanding at the end of the year 524028
Number of options exercisable at the end of the year 490695

The Note: Details of disclosures pursuant to ESOP required under SEBI (Share BasedEmployee Benefits) Regulations 2009 are available at the website www.kelltontech.com

PARTICULARS OF LOANS GUARANTEES AND 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.

PUBLIC DEPOSITS:

The Company has not accepted/renewed any fixed deposits during the year under review.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Conservation of Energy which is not furnished as the relative rule is not applicable toyour Company. There is no information to be furnished regarding Technology Absorption asyour Company has not undertaken any research and development activity in any manufacturingactivity nor anyspecifictechnology is obtained from any external sources which needs to beabsorbed or adapted.

Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 134 of the Companies Act 2013 read withthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988the information relating to foreign exchange earnings and outgo is provided under Notes 35(ii-a) to the Financial Statement for the year.

LISTING WITH STOCK EXCHANGES:

The Equity Shares of your Company are listed on BSE Limited and National Stock Exchangeof India Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 toNSE and BSE where the Company's Shares are listed.

DIRECTORS KEY MANAGERIAL PERSONNEL & BOARD MEETINGS :

The Board of directors of your company is duly constituted.

During the year under review the constitution of Board and its committees remainedunchanged.

Change in Director / Key Managerial Personnel duringThe Year

• The Board of directors of the company at their meeting held on 16thApril 2020 has accepted the resignation of Mr.Ahsan Ali Hussain Ajani company secretaryw.e.f 16.04.2020.

• The Board of directors of the company at their meeting held on 08thMay 2020 has appointed Ms. Surabi Jain as Company Secretay and compliance office of thecompany w.e.f 08 th May 2020.

• The members at the 26th Annual General meeting have re-appointed Mr.Krishna Chintam as managing director of the company for period of 3 years w.e.f08.04.2021.

• The members at the 26th Annual General meeting have re-appointedMr.Karanjit Singh as whole-time director of the company for period of 3 years w.e.f29.03.2021.

• The members at the 26th Annual General meeting has re-appointed Mr.PVV Srinivasa Rao as Independent director of the company for period of 5 years w.e.f16.02.2021.

Proposed Appointments/re-appointments:

The following appointments to the Board are proposed: i. In accordance with theCompanies Act 2013 read with the Articles of Association of the Company Mr.SrinivasPotluri Non- Executive Director retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offered him for re-appointment. ii. Mr.NiranjanChintam (DIN: 01658591) was appointed as Whole Time Director of the Company for a periodof 3 years ending on 31.10.2021. In the ensuing Annual General Meeting the Boardrecommends his re-appointment for a further period of 3 years. iii. Mrs.Kunda Kalpana(DIN: 07328517) was appointed as an Independent Director of the Company for a period of 5years ending on 07.03.2022. In the ensuing Annual General Meeting the Board recommendshis re-appointment for a further period of 5 years.

The brief resume of the aforesaid Directors and other information have been detailed inthe Notice.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met Eleven times during the year under review.The details of these Board Meetings are provided in the Report on Corporate Governancesection forming part of the Annual Report. The necessary quorum was present for all themeetings. The maximum interval between any two meetings did not exceed 120 days.

BOARD AND PERFORMANCE EVALUATION:

The Company believes formal evaluation of the Board and of the Individual Directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the Company evaluation provides an ongoing meansfor Directors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in; a. Moreeffective board process b. Better collaboration and communication c. Greater clarity withregard to members roles and responsibilities d. Improved chairman – managingdirectors and board relations The evaluation process covers the following aspects

- Self evaluation of directors.

- Evaluation of the performance and effectiveness of the board.

- Evaluation of the performance and effectiveness of the committees.

- Feedback from the non executive directors to the chairman.

- Feedback on management support to the board.

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit Nominationand Remuneration and other Committees. Structured questionnaires were prepared aftertaking into consideration inputs received from the Directors covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofparticipation in the meetings and contribution independence of judgment safeguarding theinterest of the Company and other stakeholders etc. The performance evaluation of theIndependent Directors was carried out by the entire Board.

INDEPENDENT DIRECTORS:

• A meeting of the Independent Directors was held on July 11 2020.

• The Company has received declarations form the Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and regulation 25 of SEBI (ListingObligations and Disclosure Requirement) 2015.

• The Company through its Senior Managerial personnel familiarises the IndependentDirectors with the strategy operations and functions of the Company. The IndependentDirectors will also be familiarised with their roles rights and responsibilities andorientation on Statutory Compliances as a Board Member.

• On appointment of the Independent Directors they will be asked to getfamiliarised about the Company's operations and businesses. An Interaction with the keyexecutives of the Company is also facilitated to make them more familiar with theoperations carried by the company. Detailed presentations on the business of the companyare also made to the Directors. Direct meetings with the Chairman and the ManagingDirector are further facilitated for the new appointee to familiarize him/her about theCompany/its businesses and the group practices as the case may be and link is available atthe website www.kelltontech.com.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings during the Financial Yearunder review.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013with respect to Directors' Responsibility Statement your board of directors to the bestof their knowledge and ability confirm that:

a. In the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed and there are no materialdepartures.

b. 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 period

c. They have taken proper and sufficient care accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d. They have prepared the annual accounts of the Company on a going concern basis.

e. They have laid down internal financial controls which are adequate and areoperating effectively.

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the company is duly constituted as per section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Composition and Scope of Audit Committee is provided underthe Corporate Governance report annexed herewith.

NOMINATION AND REMUNERATION CUM COMPENSATION COMMITTEE:

Nomination and Remuneration cum Compensation Committee meets the requirements ofsection 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details of the composition of theNomination and Remuneration cum Compensation Committee as required under the provisions ofSection 178 of the Companies Act 2013 is given in the Corporate Governance Reportfurnished as part of the Annual Report.

REMUNERATION POLICY:

The remuneration paid to the Directors is as per the terms laid out in the Nomination& Remuneration policy of the Company. The Nomination & Remuneration policy isadopted by the Board is placed on the Company's website at www.kelltontech.com

CORPORATE GOVERNANCE:

In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 entered into with the Stock Exchanges aseparate Report on Corporate Governance is annexed and forms part of this Report ‘Annexure– V'. Your Company will continue to adhere in letter and spirit to good corporategovernance policies.

MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis Report highlighting the industry structure anddevelopments opportunities and threats future outlook risks and concerns etc. isfurnished separately and forms part of this report as Annexure-IV.

SUBSIDIARY COMPANIES:

Following are the Subsidiary and Step-down subsidiaries of the Company:

Name of the Entity Status
KelltonDbydx Software Private Limited Wholly Owned Subsidiary
Kellton Tech Inc Wholly Owned Subsidiary
Kellton Tech Solutions Inc Wholly Owned Subsidiary
Kellton Tech Limited (Ireland) Wholly Owned Subsidiary
Evantage Solutions Inc Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Inc)
Vivos Professionals Services LLC Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Inc)
Prosoft Technology Group Inc Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)
IntellipeopleInc Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)
Kellton Tech (UK) Limited Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Limited)
Lenmar Consulting Inc Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)
SID Computer Group Inc Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)
Talent Partners Inc Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)
Planet Pro Inc Step Down Subsidiary (wholly owned subsidiary of Kellton Tech Inc)
Tivix Europe S P Z.O.O (Poland) Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Limited)
PlanetPro Canada Inc. Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Limited)
PlanetPro Asia Pte. (Singapore) Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Limited)

During the year under review there is no subsidiary/Joint venture/Associate Companieswhich have become or ceased to be its Subsidiary/ Joint Venture/ Associates Companiesunder the year as per the provisions of Companies Act 2013.

CONSOLIDATION OF ACCOUNTS:

The Consolidated Financial Statements of the Company and its Subsidiaries ("theGroup") for the year ended March 31 2021 are prepared in accordance with generallyaccepted accounting principles applicable in India and the Indian Accounting Standard 110(Ind AS 110) on ‘Consolidated Financial Statements' notified by Companies(Accounting Standards) Rules 2015 ("Indian Accounting Standards") by and tothe extent possible in the same format as that adopted by the Company for its separatefinancial statements. A statement containing brief financial details of the subsidiariesfor the financial year ended March 31 2021 in the prescribed format AOC-1 is appended as Annexure- I to the Board's Report. The annual accounts of these subsidiaries and the relateddetailed information will be made available to any member of the Company/its subsidiariesseeking such information at any point of time and are also available for inspection by anymember of the Company/its subsidiaries at the registered office of the Company. The annualaccounts of the subsidiaries will also be available for inspection as above atregistered office of the respective subsidiary companies.

AUDITORS:

a. Statutory Auditor:

In terms of provisions of the Companies Act 2013 at the 26th AnnualGeneral Meeting (28.09.2020) of the Company M/s. Anant Rao& Malik CharteredAccountants having (FRN: 006266S) Hyderabad were till the conclusion appointed asstatutory auditors of the Company to hold the office of 31st Annual GeneralMeeting of the Company. They have confirmed that they are not disqualified from continuingas auditors of the company.

The Notes on financial statement referred in the Auditors' Report are self explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.

b. Secretarial Auditor Secretarial Audit Report and Annual Secretarial Auditreport:

Your Board has appointed Mr. NVSS Suryanarayana Rao Practicing Company Secretary asSecretarial Auditor of the Company for the financial year 2020-21 and secretarial auditreport for the financial year ended 31st March 2021 is enclosed as Annexure-VI.

Management responses to observations in Secretarial Audit Report:

The following are the responses of the management against the observations made by theSecretarial Auditor:

Observations Management replies/ response
1. As per regulation 31 there was a delay of 7 days in one trench and 13 days in another trench about the intimation of creation on charge on the promoter shares as per Regulation 31 of SEBI(SAST) Regulation 2011 The delay from the promoter in making the disclosure with the exchanges was unintentional. They have undertaken to be cautious and make timely disclosure of all statutory requirements under the required SEBI Regulations.
2. Company could not submit the report as per SEBI Circular CIR/CFD/CMD1/27/2019 for the financial year ended 31 st March 2020 The Report shall be submitted soon by the Company
3. There were some clerical errors in Form MGT-7 filed in pursuance of Section 92 of the Companies Act 2013 for the financial year 2019-20 There was a slight oversight in filing the form. The Company ensures that it was in advertent and without any malifide intention.
4. M/s. Anant Rao & Malik was appointed as statutory auditor of the company in place of M/s. Pary & Co. who has resigned without signing the limited review report for quarter ended 30th June 2020 as per SEBI Circular CIR/ CFD/CMD1/114/2019 dated 18th October 2019. Inspite of the tremendous request M/s. Pary & Co (earlier statutory auditor) has resigned as statutory auditor of the company without sign- ing the limited review report for quarter ended 30th June 2020. Thus the Board of Directors appointed the new Auditor and has taken the signed limited review report from them for compliance purpose.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the financial year ended 31st March2021 on compliance of all applicable SEBI Regulations and circulars / guidelines issuedby Mr. N. Sricharan. Company Secretaries was submitted to BSE Limited and National StockExchange of India Limited.

REPORTING OF FRAUD:

During the year under review neither the statutory auditors nor the secretarialauditors has reported to the audit committee under section 143 (12) of the Companies Act2013 any instance of fraud committed s or employees the details of which would need tobe mentioned in the officer against theCompany by its Board's Report.

BUSINESS RESPONSIBILITY REPORT (BRR):

The Listing Regulations 2015 mandate the inclusion of BRR as part of the Annual Reportfor the top 1000 listed entities based on their market capitalization on Bombay StockExchange Ltd and National Stock Exchange of India Ltd. In compliance with the RegulationsBRR forms part of the Board's Report as Annexure-VII and it is available on theCompany's website.

CORPORATE SOCIAL RESPONSIBILITY:

Kellton Tech believes in balancing growth priorities with social responsibility.Indeed even in its commercial undertakings it attaches special weightage to thoseprojects concerning the welfare of masses. With healthcare child education and destitutecare as its focus areas Kellton Tech has contributed to its bit to the society throughvarious initiatives in these arenas. Kellton Tech is providing scholarship to the needydeserving students for further education.

A Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8of Companies (Corporate Social Responsibility Policy) Rules 2014 is appended to thisannual report as Annexure – VIII and link to the CSR policy is available atthe website www.kelltontech.com.

COST AUDIT REPORT:

The provisions of Section 148 of the Companies Act 2013 does not apply to the Companyand hence no cost auditors are appointed.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to the provisions of section 177 of the companies act 2013 and the rulesframed there under and pursuant to the applicable provision of Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasestablished a mechanism through which all stake holders can report the suspected fraudsand genuine grievances to the appropriate authority. The Whistle blower policy which hasbeen approved by the Board of Directors of the Company has been hosted on the website ofthe Company viz. https://www.kelltontech.com/investors/company-policies.

RISK MANAGEMENT POLICY:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2021 top 1000 listed companies based on market capitalization is mandatorilyrequired to constitute the Risk Management committee and adopt the Risk Management Policyof the Company from commencement of the financial year 2021-22.

The Company has already Prepared a risk management policy and formed risk managementwhich mitigates the risk at appropriate situations and there are no elements of riskwhich in the opinion of Board of Directors may jeopardize the existence of the Company.

The Board is of the opinion that all events which have satisfied by risk threshold havebeen identified and dealt with appropriately by the entity during the year under review.

POLICY ON SEXUAL HARASSMENT:

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The Company also has in place duly constituted InternalComplaints Committee (ICC) to consider and resolve all sexual harassment complaintsreported by women. The constitution of the ICC is as per the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the committee includesexternal members from NGOs or with relevant experience. Investigation is conducted anddecisions made by the ICC at the respective location and a senior women employee is thepresiding officer over every case. Majority of the total members of the IC are women.

During the financial year ended March 31 2021 the Company has not received anycomplaints pertaining to Sexual Harassment.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions that were entered during the financial years were inthe ordinary course of business of the Company and were on arm length basis. There were nomaterially significant party transactions entered by the Company during the year with thepromoters directors key managerial personnel or other persons which may have a potentialconflict with the interest of the Company.

The policy on related party transactions as approved by Audit Committee and the Boardof Directors is hosted on the website of the company viz.https://www.kelltontech.com/investors/company-policies.

Particulars of every contract or arrangements entered into by the Company with relatedparties referred in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso there to is annexed as in FormNo. AOC-2 as ‘Annexure - II' to this report.

MATERIAL SUBSIDIARY POLICY:

The Company has adopted a policy for determining material subsidiary in line with therequirements of the Listing Agreement. The Policy on Material Subsidiary is available onthe website of the Company at www. kelltontech.com

PARTICULARS OF EMPLOYEES:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as ‘Annexure - III to thisReport.

In terms of Section 136 of the Companies Act 2013 the same is open for inspection atthe Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the CompanySecretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areenclosed in Annexure – III and forms part of this Report

CHAIRMAN & MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

As required under the SEBI Guidelines the Chairman and Managing Director and the ChiefFinancial Officer Certification is attached to this Report as Annexure V(B).

INTERNAL AUDIT & CONTROLS:

The Company has a proper and adequate system of internal control to ensure all theassets are safeguarded and protected against loss from unauthorized use or disposition andthe transactions are authorized regarded and reported correctly. The internal control issupplemented by an extensive program of internal audits review by management andprocedures. It is designed to ensure that the financial and other records are reliable forpreparing financial statements and other data and for maintaining accountability ofassets.

The Company's Internal Audit Department is regularly carrying out the Audit in allareas. Normal foreseeable risks of the Company's Assets are adequately covered bycomprehensive insurances.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the assets reliability of financial transactions with adequateoperations to effectively checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.

INDUSTRIAL RELATIONS:

The Company enjoyed cordial relations with its employees during the year under reviewand the Board appreciates the employees across the cadres for their dedicated service tothe Company and looks forward to their continued support and higher level of productivityfor achieving the targets set for the future.

HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation for the support and co-operationextended by the bankers financial institutions joint development partners shareholdersgovernment agencies and other business associates. Your Directors wish to place on recordtheir deep sense of appreciation for the committed services by the employees of theCompany.

For and on behalf of the Board of
Kellton Tech Solutions Limited
Sd/- Sd/-
Krishna Chintam Niranjan Chintam
Managing Director Whole Time Director
DIN: 01658145 DIN: 01658591
Place : Hyderabad
Date : 14.08.2021

.