Newgen Software Technologies Ltd.
|BSE: 540900||Sector: IT|
|NSE: NEWGEN||ISIN Code: INE619B01017|
|BSE 00:00 | 14 Oct||600.55||
|NSE 00:00 | 14 Oct||602.70||
|Mkt Cap.(Rs cr)||4,203|
|Mkt Cap.(Rs cr)||4202.65|
Newgen Software Technologies Ltd. (NEWGEN) - Director Report
Company director report
The Board of Directors are pleased to present the 29thAnnual Report on Business and Operations of your Company ("the Company" or"Newgen") along with the audited standalone and consolidated financialstatements for the financial year ended 31st March 2021.
1. COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:
Newgen Software Technologies Limited is an enterprise software Companyoffering innovative cloud-based content services and low code process automationtechnologies- changing the way enterprises service their customers enable theiremployees and collaborate with their partners. The three core products of Newgen DigitalAutomation Platform are Contextual Content Services (ECM) Intelligent Process Automation(BPM) and Omnichannel Customer Engagement (CCM). For more details kindly refer theManagement Discussion and Analysis Report highlighting the important aspects of thebusiness of the Company as annexed with this Report.
Key highlights of the financial results of the Company prepared as perthe Indian Accounting Standards (Ind-AS) for the financial year ended 31stMarch 2021 are as under. Wherever applicable the consolidated financial statement is alsobeing presented in addition to the standalone financial statement of the Company.
On consolidated basis the Company's revenue from operationsstood at Rs. 67262.44 lakh reflecting an increase of 1.8% in financial year 2020-21 asagainst Rs. 66075.62 lakh in financial year 2019-20.
Consolidated Profit before Tax for the year stood at Rs.18116.70 lakh compared to Rs. 9474.17 Lakh reflecting an increase of 91.22% in financialyear 2020-21.
Consolidated Profit after Tax for the year stood at Rs.12648.23 lakh compared to Rs. 7273.46 Lakh reflecting an increase of 73.90% in financialyear 2020-21.
2. MATERIAL CHANGES IF ANY AFFECTING THE COMPANY:
There have been no material changes and commitments which affect thefinancial position of the Company which have occurred between the end of the financialyear to which the financial statements relate and the date of this Report. There is nochange of nature of business of the Company during the financial year 2020-21.
3. IMPACT OF COVID-19 PANDEMIC:
The outbreak of Coronavirus (COVID -19) pandemic globally is causingsignificant disturbance and slowdown of economic activity. Newgen has a resilient businessmodel in place with large annuity revenue streams i.e. recurring business from existingcustomers as well as diversification across verticals clients and geographies Newgen'spre-emptive measures business continuity processes and robust IT infrastructure ensuredquick control and seamless transition to remote working environment. Newgen's solutionsare of mission critical nature for long term customers. They serve as the backbone oftheir operations. During this COVID-19 time the Company ensured customers' operations andbusiness continuity. The Company focused on health and safety of employees while fullysupporting clients worldwide. Our workforce across locations is efficiently workingremotely for the past one year with data security and compliance. For more details kindlyrefer the Management Discussion and Analysis Report as annexed with this Report.
4. INDUSTRY OVERVIEW:
For details on Industry overview important changes in the industrybusiness outlook and economic outlook kindly refer the Management Discussion and AnalysisReport as annexed with this Report.
5. TRANSFER TO GENERAL RESERVE:
Your Directors have decided not to transfer any amount to the generalreserve during the financial year 2020-21.
Considering the Company's financial performance your Board ofDirectors has recommended a payment of dividend at a rate of Rs. 3.5/- per equity share(i.e 35% on the paid-up capitalof the Company) for the financial year ended 31stMarch 2021 (dividend declared in previous year was Rs. 2 per equity share i.e 20%)payable to members whose names appear in the Register of Members as on Record Datesubject to the approval of the Members at the ensuing 29th Annual GeneralMeeting of the Company. The total outgo for such dividend will amount to Rs. 2448.45 Lakh.
The Company has formulated a Dividend Distribution Policy whichincludes the circumstances under which the member may/may not expect dividend thefinancial parameters internal and external factors utilization of retained earningsparameters with regard to different classes of shares. The provisions of this Policy arein line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") and the Policy is available onthe website of the Company at https://newgensoft.com/.
The Details of unpaid and unclaimed amounts related with earlieryears lying with the Company is uploaded on Company's website https://newgensoft.com/ andIEPF Authority website http://www.iepf.gov.in/.
Pursuant to the provisions of Section 124 of the Act those dividendamounts which have remained unpaid or unclaimed for a period of seven consecutive yearsare required to be transferred to the Investor Education and Protection Fund ('IEPF')established pursuant to Section 125 of the Act. As on 31st March 2021 no suchunpaid or unclaimed dividend amount is required to be transferred to IEPF. The contactdetails of the Nodal Officer Mr. Aman Mourya Company Secretary of the Company asrequired under the provisions of IEPF rules are available on the website of the Companyhttps://newgensoft.com/.
7. SUBSIDIARY COMPANIES:
As on the date of this report the Company has following six wholly -owned subsidiaries (WOS). There has been no material change in the nature of the businessof these subsidiaries.
1. Newgen Software Inc. USA. (a material subsidiary as per SEBI ListingRegulations)
2. Newgen Software Technologies Pte.
3. Newgen Software Technologies Canada Ltd.
4. Newgen Software Technologies (UK) Limited.
5. Newgen Software Technologies Pty Ltd. (Australia)
6. Newgen Computers Technologies Limited. (Incorporated in India)
There are no associate companies or joint venture companies within themeaning of Section 2(6) of the Companies Act 2013 ("Act"). There are no suchcompanies which has become or ceased to be the subsidiary associate or joint venture ofthe Company during the financial year 2020-21.
The consolidated financial statements of the Company for the financialyear ended 31st March 2021 are
prepared in compliance with the applicable provisions of the Actincluding Indian Accounting Standards specified under Section 133 of the Act. The auditedconsolidated financial statements together with the Auditors' Report thereon forms part ofthis Report. The statement containing salient features of the financial statement ofsubsidiaries is enclosed herewith in form AOC-1 as "Annexure -1" to this Report.
Financialstatements of the aforesaid subsidiary companies are kept openfor inspection by the Members at the Registered Office of the Company during businesshours on all days except Saturday & Sunday up to the date of the AGM as required underSection 136 of the Act. Any Member desirous of obtaining a copy of the said financialstatements may write to the Company at its Registered Office or to the Compliance Officerof the Company. The financial statements of the subsidiaries including the consolidatedfinancial statements and all other documents required by law to be attached thereto havealso been uploaded on the website of the Company at https://newgensoft.com.
To comply with the provisions of Regulation 16(c) of SEBI ListingRegulations the Board of Directors of the Company have adopted a Policy for determiningMaterial Subsidiary. The policy on Material Subsidiary has been uploaded on the website ofthe Company https://newgensoft.com.
8. CAPITAL STRUCTURE:
During the financial year 2020-21 the Authorised Share Capital of theCompany remains unchanged. During the financial year the Company has not issued anyshares or convertible securities. The issued subscribed and paid-up equity share capitalof the Company continue to stand at '699557010 divided into 69955701 Equity sharesof Rs. 10/- each as on 31st March 2021.
The equity shares of the Company are listed on Bombay Stock Exchange(BSE) and NationalStock Exchange of India (NSE).
9. EMPLOYEE STOCK OPTION PLAN:
As on 31st March 2021 the Company has in place followingSchemes: -
a) Newgen Employees Stock Option Scheme-2014 ("Newgen ESOP2014"). Newgen ESOP 2014 is administered by the Nomination & RemunerationCommittee of the Board through Newgen ESOP Trust. The details on Options grantedexercised vested and lapsed during the financialyear 2020-21 and other particulars asrequired under the Act read with its rules and SEBI (Share Based Employee Benefits)Regulations 2014 in
respect to this Scheme are enclosed herewith as "Annexure -2" to this Report.
b) Newgen Software Technologies Restricted Stock Units Scheme - 2021("Newgen RSU - 2021"). Newgen RSU - 2021 is also operated and administered bythe Nomination & Remuneration Committee of the Board through Newgen RSU Trust.Particulars required under the Act read with its rules and SEBI (Share Based EmployeeBenefits) Regulations 2014 in respect to this scheme is enclosed herewith as"Annexure - 2A" to this Report.
10. CREDIT RATING AND LIQUIDITY:
As the Company has not issued any debt instruments or accepted anyfixed deposits the Company was not required to obtain credit ratings in respect of thesame. The credit rating from CRISIL Limited during the financial year 2020-21 for bankfacilities is CRISIL A2+ for the short term.
Our principal sources of liquidity are cash and cash equivalents andthe cash flow that we generate from our operations. The Company follows a conservativeinvestment policy and invests in high quality debt instruments and bonds. As on 31 stMarch 2021 on standalone basis cash and cash equivalents were '2873.44 Lakh and inaddition to that Rs. 8317.46 Lakh was invested in mutual funds & bonds and Rs. 17000Lakh in non-current fixed deposits.
As on 31st March 2021 on consolidated basis cash and cashequivalents were Rs. 7174.94 Lakh and in addition to that Rs. 8317.46 Lakh was investedin mutual funds & bonds and Rs. 17000 Lakh in non-current fixed deposits.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has a professional Board with an optimum combination ofexecutive and non-executive directors who bring to the table the right mix of knowledgeskills and expertise. The Board provides strategic guidance and direction to the Companyin achieving its business objectives and protecting the interest of stakeholders.
In accordance with Section 152 of the Act Mr. T S Varadarajan (DIN:00263115) who has been longest in the office since inception is liable to retire byrotation at the ensuing 29th Annual General Meeting and being eligible seeksre-appointment. The Board recommends his appointment for the approval of the members ofthe Company in the ensuing 29th Annual General Meeting.
Pursuant to the approval of the members in their 28th AnnualGeneral Meeting held on 27th July 2020
Mrs. Padmaja Krishnan (DIN: 03155610) has been appointed as anIndependent Director of the Company for a first term of 5 (five) years commencing from 24thMarch 2020. Considering her strong industry expertise spanning over forty years as aglobal business leader and innovator in the Technology industry with exposure to Globaland Indian clients her appointment was based on the recommendation of Nomination &Remuneration Committee.
During the year in the 28th Annual General Meeting basedon the recommendation of the Nomination & Remuneration Committee and the Board ofDirectors the approval of the Members of the Company was also obtained for thecontinuation of Directorship of Mr. Saurabh Srivastava (DIN: 00380453) as an IndependentDirector of the Company post attaining the age of 75 (Seventy-five) years during hispresent term of 5 (five) years.
During the financial year 2020-21 there is no changes in the keymanagerial personnel of the Company.
The details required pursuant to sub-section 12 of Section 197 of theAct read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and SEBI Listing Regulations in respect of employees of theCompany is enclosed herewith as "Annexure - 3" to this Report.
Declaration of Independence by Independent Directors
During the year under review all Independent Directors have givendeclarations that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The IndependentDirectors have also given declaration of compliance with Rules 6(1) and 6(2) of theCompanies (Appointment and Qualification of Directors) Rules 2014 with respect to theirname appearing in the data bank of Independent Directors maintained by the IndianInstitute of Corporate Affairs.
In the opinion of the Board of Directors all the Independent Directorsincluding those who have been appointed/ re-appointed if any during the financial year2020-21 have relevant integrity skills expertise experience and proficiency.
Board and Committee Meetings
The number and dates of meetings of the Board and its Committees areset out in the Corporate Governance Report which forms the part of this Report. Theintervening gap between Board Meetings was within the period prescribed under theprovisions of Section 173 of the Act and SEBI Listing Regulations.
The Composition of Audit Committee and other statutory committeesconstituted by the Board under the provisions of the Act & SEBI Listing Regulationsalong with number and dates of meetings of such committees are set out in the CorporateGovernance Report which forms the part of this Report.
All the recommendations by the Audit Committee were accepted by theBoard of Directors.
Salient feature of the Remuneration policy and criteria for selectionof candidates for appointment as Directors and Senior Management Personnel
The Company has in place a policy on Nomination & Remuneration ofDirectors Key Managerial and Senior Management Personnel which is framed with the objectof attracting retaining and motivating talent which is required to run the Companysuccessfully. It primarily lays down a framework in relation to remuneration of theDirectors Key Managerial Personnel (KMP) Senior Management Personnel as well as provideguidance to the Board of Directors (Board) and Nomination & Remuneration Committee(NRC) in relation to appointment/ removal to the said positions which has been approvedby the Board of Directors. The key objectives and purposes of the Policy inter alia are:
a) Formulating the criteria for determining qualifications positiveattributes and independence of a Director and recommend to the Board a policy/ frameworkrelating to the remuneration of Directors Key Managerial Personnel Senior ManagementPersonnel and other employees.
b) To provide guidance to the Board and the Committee in relation toappointment/ removal of Directors Key Managerial Personnel and Senior ManagementPersonnel.
c) Formulating the criteria for evaluation of performance ofChairperson independent directors non-Independent Directors and the Board of Directorsas a whole.
d) To devise a policy on diversity of board of directors and to build aSuccession Plan for appointment to the Board of Directors KMPs and Senior ManagementPersonnel.
e) To retain motivate and promote talent and to ensure long termsustainability of talented managerial persons and create competitive advantage.
Company's Policy on directors' appointment and remuneration includingcriteria for determining qualification positive attributes independence of a
a) Familiarization programforIndependentDirectors: Over the years theCompany has developed a familiarization process for the newly appointed Directors withrespect to their roles and responsibilities way ahead of the prescription of theregulatory provisions. The process has been aligned with the requirements under the Actand other related regulations. This process inter alia includes providing an overview ofthe Company's business model Industry the risks and opportunities the new productsInnovations Sustainability measures etc.
b) Annualevaluation of the performance of the Board its Committees andof individual directors: The Board carries out annual performance evaluation of its ownperformance the Directors individually as wellas the evaluation of the working of itsvarious Committees as mandated under the Act and the SEBI Listing Regulations.
The details of training and familiarisation programmes and annualevaluation process for directors Board and its Committees are set out in the CorporateGovernance Report which forms the part of this Report.
12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financialreporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during the financialyear 2020-21. For more description kindlyrefer the Management Discussion and Analysis Report as annexed with this Report.
13. QUALITY SYSTEMS & INFORMATION SECURITY INITIATIVE:
Newgen has sustained its commitment to the highest levels of qualityrobust information security management practices that have collectively helped inachieving a significant milestone during the financial year 2020-21. Newgen's Quality andInformation Security system has been a steady journey with full
conviction starting from 1997. The same is evident from theimplementation of industry standards namely ISO 9001 ISO 27001 ISO 27017 ISO 27018 andcompliance with process improvement models namely CMMi Dev and CMMi Svc. Emphasis has beenon System driven transparent process which delivers exceptional Quality first time rightwith the required level of Security.
14. AUDIT REPORTS AND AUDITORS:
Secretarial Auditor and its Report
The Board of Directors of your Company re-appointed M/s Aijaz &Associates Company Secretaries in Practice as Secretarial Auditors of the Company toconduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report forthe financial year ended 31st March 2021 is enclosed herewith as"Annexure-4" to this Report. The Secretarial Audit Report for the financial year2020-21 does not contain any qualification reservation or adverse remarks.
Statutory Auditors and its Report
The Statutory Auditor's Report does not contain any qualificationreservation adverse remark or disclaimer.
B S R & Associates LLP Gurugram (Firm Registration No. 1 16231W/ W-100024) has completed its two terms as Statutory Auditors of your Company.Considering the requirements of Section 139(2) of the Act read with the Companies (Auditand Auditors) Rules 2014 they shall cease to hold office from the conclusion of ensuing29th Annual General Meeting. The Board places on record its sincereappreciation for the services rendered by B S R & Associates LLP during their tenureas Statutory Auditors of the Company.
Therefore on the recommendation of the Audit Committee the Board ofDirectors has recommended to the members for their approval in the ensuing 29th AnnualGeneral Meeting for the appointment of M/s Walker Chandiok & Co LLP CharteredAccountants (Firm Registration No 001076N/N500013) as Statutory Auditors of the Companywho will hold office for a period of 5 (five) years from the conclusion of the ensuing 29thAnnual General Meeting till the conclusion of 34th Annual General Meeting ofthe Company.
In terms of Section 148 of the Act and the Companies (Cost Records andAudit) Rules 2014 Cost Audit is not applicable to the Company for the financial yearended 31st March 2021.
15. REPORTING OF FRAUDS BY AUDITORS:
During the financialyear 2020-21 neither the statutory auditors northe secretarial auditors have reported to the Audit Committee under sub-section (12) ofsection 143 of the Act any instances of fraud committed against the Company by itsofficers or employees.
During the financial year 2020-21 the Company has not accepted anyfixed deposit within the meaning of Section 73 of the Act and the rules made thereunder.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE ACT:
The particulars of loans guarantees and investments if any as perSection 186 of the Act by the Company have been disclosed in the financial statements(refer note no. 21 and 43b).
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements or transactions entered withrelated parties during the financial year 2020-21 which were not at arm's length basis.There are no material related party transactions made by the Company with PromotersDirectors Key Managerial Personnel's or others which may have a potential conflict withthe interest of the Company at large. None of the Directors and KMPs has any materialpecuniary relationships or transactions vis-a-vis the Company except remuneration as perterms of their respective appointments. A statement giving details of all related partytransactions is placed before the Audit Committee and the Board of Directors on aquarterly basis. The disclosure of related party transactions as required under Section134(3)(h) of the Act in Form AOC-2 is enclosed herewith as "Annexure-5" to thisReport.
Disclosures in compliance with the applicable Accounting Standard on"Related Party Disclosures" and other transactions if any of the Company withany person or entity belonging to the promoter/promoter group which hold(s) 10% or moreshareholding in the Company have been given in the financial statements.
The policy on Related Party Transactions as approved by the Board ofDirectors is uploaded on the website of the Company https://newgensoft.com
19. DETAILS OF CSR POLICY AND INITIATIVE TAKEN DURING THE FINANCIALYEAR 2020-21:
Company's CSR Policy is established by the Board of Directors with therecommendation of the CSR Committee. Corporate social responsibility (CSR) for
Newgen goes beyond charity and volunteering. CSR is an integral partof our Company culture rooted in our values as an organization. Newgen is committed tomake efforts for the nation's social economic and environmental good. Objective of theCSR Policy is to make CSR a key business process for the sustainable development of wholecommunities while conducting insightful engagement with our stakeholders. We aim toactively contribute to the holistic development of underprivileged children specifically.Our efforts are concentrated on raising the human development index in India by enhancingchildren's quality of education and life. The CSR policy lays down the principles/ processon identification selection implementation of CSR activities & programmes keeping inmind the Company's CSR vision. It also provides the framework to monitor & evaluatethe CSR activities & programmes in accordance with the provisions of the Act. Furtherbrief outline on the initiatives undertaken by the Company on CSR activities during thefinancial year 2020-21 is enclosed herewith as "Annexure-6". Other detailsregarding Company's CSR activities and CSR Policy are available on the website of theCompany at: https://newgensoft.com.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The particulars as prescribed under section 134 of the Act read withthe Companies (Accounts) Rules 2014 are as follows:
a. Details of Conservation of energy
The Company is committed to conserve the environment by adopting the"Go Green Initiatives" and being responsible for energy and water management inits area of operations and perform energy efficiency by consuming energy and water in anefficient economical and environment friendly manner throughout all its premises. Theoperations of your Company do not consume high levels of energy. As the cost of energyconsumed by your Company forms a very small portion of the total costs the impact ofchanges in energy cost on total costs is not significant. Your Company is on a constantlook out for newer and efficient energy conservation technologies and introduces themappropriately. Following initiatives have been taken by the Company time to time.
Adequate measures have been taken to conserve energy by usingenergy-efficient computers LED lightings and related equipment's with the latesttechnologies.
Installation of PNG Genset capacity of 125 KVA for emergencyefficiency.
Installation of Solar panelfor renewable Energy.
Installed a PNG Gas pipeline in the office kitchen/cafeteria.
Wastewater from the RO plant is being recycled to conservewater.
Continuous monitoring of floor areas after normal working hoursand switching off lights and air-conditioning.
Installation of chillers graded with VFD in HVAC plant to reduceenergy consumption immensely has been and is being done.
Installation of auto controls over running hours of some ACequipment's in areas like Hub Rooms UPS Rooms Cafeteria Audi etc has been done.
Capital Investment on Energy conservation equipment during the year:Due to the COVID-19 Pandemic and work from home the Company's energy consumption during2020-21 was minimal. Hence the Company did not make any further capital investment onenergy conservation during this financial year.
b. Technology Absorption Adaptation and Innovation
Your Company realises the importance of innovation and constantimprovement in key areas of business. We are focused on driving innovation and adoptingsolutions in line with rapidly evolving technological trends. Our inherent culture ofinnovation has enabled us to develop a track record of product innovation expand therange of our offerings and improve the delivery of our products and services. We have adedicated team of skilled individuals with technical background and domain expertise ineach of our industry verticals with a focus on evolving technologies. These teams follow astructured innovation and solutions development process and work with delivery functionsto identify the key concerns of our customers and generate solutions ideas and conceptsto address such concerns.
Newgen continually invests in research and development related to thetechnologies that power digital transformation for organisations. This year we have grownour patent portfolio across key content services technologies having obtained 3 patentstaking the total to 18. Newgen with its integrated robust and scalable digitalautomation platform continues to enable its customers by helping them deliver process andcontent applicationsranging from simple and wide to deep and complex. The platformwith low code development
capability leverages our industry-recognized productsintelligentprocess automation (BPM) contextual content services (ECM) and omnichannel customerengagement (CCM)to manage enterprise-wide processes content and communications.Newgen focuses on advanced application design and development capabilities to strengthenits offering while also continuously enhancing its deployment technology stack enablingcompliance security and scalability for enterprise needs. In line with changing marketrequirements we continually develop new business capabilities/modules/products to caterfor the ever changing businesses. Below are the key release updates on our productshighlighting new products features and Functionalities over the last one year:
Information in case of imported technology (imports during the lastfive years) - Not applicable
c. Research and Development
The Company has made and will continue to make significant investmentsin software product research and development and related product opportunities. Forfiscals 2020 2019 2018 and 2017 the Company spent 10.74% 9.23% 8.67% and 8.55% (as aproportion of our total expenditure) respectively on research and development. For fiscal2021 under review the Company had spent 12.97 % (as a proportion of the total expenditure)on research and development. We believe that the industry in which we compete witnessesrapid technological advances in software development due to constantly evolving customerpreferences and requirements. The Company believe that emphasis on R&D has enabled usto remain up-to-date with the technological developments as well as to cater to theevolving needs of our customers.
d. Foreign Exchange Earnings and Outgo
21. RISK MANAGEMENT:
The Board of Directors of the Company have constituted a RiskManagement Committee to inter-alia assist the Board in overseeing the responsibilitieswith regard to identification evaluation and mitigation of operational strategic andexternal environmental risks. The details
of Risk Management Committee are included in the Corporate GovernanceReport which forms the part of this report.
The Company has also laid down a Risk Management Policy defining Riskprofiles involving Strategic Technological Operational Financial OrganizationalLegaland Regulatory risks within a well-defined framework. The Risk Management Policy actsas an enabler of growth for the Company by helping its businesses to identify the inherentrisks assess evaluate and monitor these risks continuously and undertake effective stepsto manage these risks. More details on Risk Management including identification of riskand their mitigation are covered in Management Discussion & Analysis Report whichforms the part of this report.
22. WHISTLE BLOWER POLICY/ VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has adopted a Whistle Blower Policy and Vigil Mechanismthat provides a mechanism to report violations any unethical behaviour suspected oractual fraud violation of the Code of Conduct including providing adequate safeguardsagainst victimisation. During the financialyear 2020-21 no case was reported underWhistle Blower Policy of the Company.
The Company hereby affirms that it has not denied access to any personto the Audit Committee and that it has mechanism to provide protection to the WhistleBlower as per the Whistle Blower Policy of the Company.
Whistle Blower Policy/ Vigil Mechanism is available on the website ofthe Company at: https:// newgensoft.com.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:
24. WEB ADDRESS FOR ANNUAL RETURN:
In terms of Section 92(3) of the Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at: https:// newgensoft.com.
25. BUSINESS RESPONSIBILITY REPORT:
At a time and age when enterprises are increasingly seen as criticalcomponents of the social system they are accountable not merely to their shareholdersfrom a revenue and profitability perspective but also
to the larger society which is also its stakeholder. Businessresponsibility report describing the initiatives taken by the Company from anenvironmental social and governance perspective in the format as specified by SEBI isenclosed herewith as "Annexure - 7" to this Report.
26. CORPORATE GOVERNANCE:
The report on Corporate Governance as stipulated under the SEBI ListingRegulations forms an integral part of this Report and the same is enclosed herewith as"Annexure - 8" to this Report. The requisite compliance certificate fromSecretarial Auditor confirming compliance of conditions of Corporate Governance is alsoattached with the Corporate Governance Report.
27. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report highlighting theimportant aspects of the business of the Company is enclosed herewith as "Annexure9" to this Report.
28. OTHER DISCLOSURES:
a) Your Company has complied with the provisions including relating tothe Constitution of Internal Complaints Committee of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The details related with theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013is set out in the Corporate Governance Report which forms the part of this report.
b) No case/ complaint was reported under Child labour/ forced labour/involuntary labour and Discriminatory employment related matters in the financial year2020-21.
c) The Company complies with allapplicable mandatory secretarialstandards issued by the Institute of Company Secretaries of India.
29. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act the Directors would like tostate that:
I. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any.
II. The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review.
III. The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
IV. The Directors had prepared the annual accounts on a going concernbasis.
V. The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
VI. The Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
30. CAUTIONARY STATEMENTS:
Statements in the Board's Report and the Management Discussion &Analysis Report describing the Company's objectives expectations or forecasts may beforward looking within the meaning of applicable laws and regulations. Actual results maydiffer materially from those expressed in the statements.
Your Directors take this opportunity to thank all the members of theCompany for their continued support. Your Directors thank allthe customers vendorsinvestors bankers and other stakeholders for their confidence and continued supportduring the financial year 2020-21. Directors place on record their appreciation of thecontribution made by employees at all levels which has continued to be the major strengthof the Company.
Your Directors also express their gratitude to the Governments of Indiaand various countries where the Company has its operation and all other concerneddepartments/ agencies for their co-operation and look forward to their continued supportin future.