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Octaware Technologies Ltd.

BSE: 540416 Sector: IT
NSE: N.A. ISIN Code: INE208U01019
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NSE 05:30 | 01 Jan Octaware Technologies Ltd
OPEN 52.75
PREVIOUS CLOSE 46.75
VOLUME 17600
52-Week high 92.00
52-Week low 37.15
P/E 935.00
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 52.75
CLOSE 46.75
VOLUME 17600
52-Week high 92.00
52-Week low 37.15
P/E 935.00
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Octaware Technologies Ltd. (OCTAWARETECH) - Director Report

Company director report

To

The Members of

OCTAWARE TECHNOLOGIES LIMITED

Your Directors have pleasure in presenting the 17th AnnualReport together with Audited Financial Statements for the Financial Year ended 31st March2022. Further in compliance with the Companies Act 2013 the Company has made requisitedisclosures in this report with the objective of accountability and transparency in itsoperations to make you aware about its performance and future perspective of the Company.

1) FINANCIAL PART:

I. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

(Rs. In Lakhs)

PARTICULARS For the Financial Year ended
March 31 2022 March 31 2021
Total Income 340.47 685.47
Total Expenditure 332.53 577.36
Profit after Depreciation but Before Tax 7.94 108.11
Less: Current Tax 7.82 16.32
Deferred Tax 2.56 13.11
Income Tax Adjustments of Earlier Year 0 0
Profit / loss After Tax (2.45) 78.82

II. OPERATIONS AND PERFORMANCE OF THE COMPANY:

During the year under review the Total Income of the company decreasedto Rs. 340.47 lakhs as against the income of Rs. 685.47 Lakhs in the previous year. Thenet loss of the Company is Rs. (2.45) Lakhs as against the net profit of Rs. 78.82 lakhsin the previous year. Also the EPS for current Financial Year has been recorded at (.02)as against the EPS of 2.20 in the previous year. Further your directors expect muchbetter performance in coming years.

Further there was no change in nature of the business of the Companyduring the year under review.

III. SUMMARY OF CONSOLIDATED FINANCIAL RESULTS:

PARTICULARS For the Financial Year ended
March 31 2022 March 31 2021
Total Income 1720.37 1621.845
Total Expenditure 1652.88 1636.04
Profit after Depreciation but Before Tax 67.49 (14.18)
Less: Current Tax 6.95 (16.32)
Deferred Tax 1.37 15.77
Income Tax Adjustments of Earlier Year - (2.53)
Profit / loss After Tax 59.17 (48.81)

IV. DIVIDEND:

With a view to conserve resources your directors have thought itprudent not to recommend any dividend for the Financial Year under review.

V. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the InvestorEducation & Protection Fund (IEPF) and does not have unclaimed dividend which remainsto be transferred to Investor Education & Protection Fund (IEPF).

VI. TRANSFER TO RESERVES:

The Board of Directors has not appropriated and transferred any amountto any Reserve and has decided to retain the entire amount in profit and Loss account.

VII. Deposits:

The Company has not accepted or renewed any amount falling within thepurview of provisions of Section 73 of the Companies Act 2013 ("the Act") readwith the Companies (Acceptance of Deposit) Rules 2014 during the year under review.Hence the requirement for furnishing of details relating to deposits covered underChapter V of the Act or the details of deposits which are not in compliance with theChapter V of the Act is not applicable.

VIII. Particulars of Loans Guarantees or Investments:

Pursuant to the provisions of Section 186 of the Companies Act 2013read with The Companies (Meetings of Board and its Powers) Rules 2014 as amended fromtime to time (including any amendment thereto or re-enactment thereof for the time beingin force) the Company has not given any Loans guarantees and security covered underSection 186 of the Companies Act 2013.

However full particulars of Investments covered under Section 186 ofthe Companies Act 2013 made during the financial year under review has been furnished inNote No 5 to the Audited Financial Statements provided in this Annual Report.

2) REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES:

During the year under review the Company have Three subsidiaryassociate and joint venture company:

1. One is in India that is "Octaware Information Technologies PvtLimited"

2. One in Dubai namely "Octaware Gulf FZE".

3. One in Qatar namely "Octaware Gulf (QFC Branch)".

Details of the Subsidiary Companies are enclosed in the Annexure - Iin Form AOC-1.

3) RELATED PARTY TRANSACTIONS:

I) The particulars of contracts or arrangements with relatedparties:

Your Company has historically adopted the practice of undertakingrelated party transactions only in the ordinary and normal course of business and at arm'slength as part of its philosophy of adhering to highest ethical standards transparencyand accountability.

Further Related Party Transactions are placed on a half yearly basisbefore the Audit Committee and before the Board for approval. Prior omnibus approval ofthe Audit Committee is obtained for the transactions which are of a foreseeable andrepetitive nature.

The particulars of contracts or arrangements with related partiesreferred to in sub section (1) of section 188 of the Companies Act 2013 in the prescribedForm AOC-2 is annexed hereto and marked as Annexure - II and forms part ofthis Report. All the transactions other than transactions mentioned in AOC -2 is executed/ undertaken by the Company at arm's length and in ordinary course of the business.

II) DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITYBELONGING TO PROMOTER & PROMOTER GROUP

The Company has not made any transaction(s) with person or Entitybelonging to Promoter or Promoter Group that holds 10% or More shareholding of theCompany.

III) Disclosure of Loans and advances in nature of Loan toSubsidiaries and Associate of the Company:

During the year under review your Company did not give any loan andadvance in nature of loan to any subsidiary and associate.

4) INSURANCE:

The assets of your Company are adequately insured. Your Company hasalso taken out suitable cover for Public Liability.

5) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Financial Control System commensurate withthe size scale and complexity of its operations. The scope and authority of the InternalFinancial Control function is well defined. The Board of Directors of the Company isresponsible for ensuring that Internal Financial Controls have been laid down in theCompany and that such control is adequate and operating effectively. Internal FinancialControl System evaluates on a continuous basis the adequacy and effectiveness of internalcontrol mechanism with interaction of KMP and functional staff. The Audit Committeereviews the Internal Financial Control System in its meeting.

Further the Internal Financial Controls with reference to financialstatements as designed and implemented by the Company are adequate. The preparationdesigning and documentation of Policy on Internal Financial Control are in place whichreviewed periodically and modified suitably to ensure controls. During the year underreview no material or serious observation has been received from the Statutory Auditorsof the Company for inefficiency or inadequacy of such controls.

6) Changes in Share Capital:

During the Financial Year under review there was no change in capitalstructure of the company as shown in the table below and there are no outstanding sharesissued with differential rights sweat equity or ESOS.

Particulars No. of shares as at 31st March 2022 Capital as at 31st March 2022
Shares outstanding at the beginning of the year 3590570 3590570
Changes during the year 0 0
Shares outstanding at the closing of the year 3590570 3590570

7) MATTERS RELATED TO INDEPENDENT DIRECTORS:

I. Declarations by Independent Directors:

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

II. Evaluation by Independent Director:

In a separate meeting of Independent Directors performance ofnon-independent directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of executive Director.

III. Opinion of Board of Directors pertaining to Independent Directorsof the Company:

In the opinion of the Board of Directors of the Company Ms. UshaMishra Ms. Rabia Khan and Ms. Vidya Hemakar Shetty Non-Executive Independent directorsare independent of the management and complies with criteria of Independent Director asplaced under Companies Act 2013.

Further the afore-said independent director does possess integrityexpertise and also have vast experience which is necessary or suitable to be the Directorof the Company

8) MATTERS RELATING TO BOARD OF DIRECTORS:

I. Meeting of Board of Directors of the Company during the FinancialYear 2021-22:

During the year under review Five (5) meetings of the Board ofDirectors were held on 02.06.2021 13.08.2021 07.09.2021 12.11.2021 11.02.2022 inaccordance with the provisions of the Companies Act 2013.

The intervening gap between any two Meetings was within the periodprescribed by the Companies Act 2013. Further The Company has complied with theapplicable Secretarial Standards in respect of all the above-Board meetings.

II. Annual evaluation of Directors Committee and Board:

The Board of Directors of the Company has carried out an annualperformance evaluation of its own performance and of the directors individually as wellas the evaluation of all the committees i.e. Audit Nomination and RemunerationStakeholders Relationship and Internal Complaint Committee for Prevention and Prohibitionof Sexual Harassment of Women at Workplace.

The Board adopted a formal evaluation mechanism for evaluating itsperformance and as well as that of its committees and individual directors. The exercisewas carried out by feedback survey from each director covering Board functioning such ascomposition of Board and its Committees experience and competencies governance issuesetc. Separate Exercise was carried out to evaluate the performance of individual directorswho were evaluated on parameters such as attendance and contribution at the meeting etc.

9) SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA:

The Nomination and remuneration Committee works with the Board todetermine the appropriate characteristics skills and experience for the Board as a wholeand its individual members with the objective of having a Board with diverse backgroundand experience in business government education and public service. Characteristicsexpected of all Directors include independence integrity high personal and professionalethics sound business judgment ability to participate constructively in deliberationsand willingness to exercise authority in a collective manner.

10) FAMILIARIZATION PROGRAMME:

The Company has conducted the programme through its Managing DirectorWhole-time Director Company Secretary and other Senior Managerial Personnel tofamiliarize the Independent Directors with Company in following areas: -

- Familiarization with the Company;

- Independent directors' roles rights and responsibilities;

- Board dynamics & functions;

- Nature of the Industry in which the Company operates;

- Business Model of the Company;

- Compliance management.

The Policy on Familiarization Programme may be accessed on theCompany's website at www.octaware.com. All new Independent Directors inducted on the Boardgo through a structured orientation programme. The new Independent Directors are given anorientation with regard to the roles rights responsibilities in the Company nature ofthe industry in which the Company operates the Business models of the Company etc.

The newly appointed Independent Directors have been provided withnecessary documents reports and internal policies to familiarize them with the Company'spolicies procedures and practices.

11) CRITERIA FOR MAKING PAYMENT TO NON - EXECUTIVE DIRECTORS

I. Sitting Fee:

Each Non-Executive Director should be paid per meeting attended assitting fee for Board Meeting and for Committee Meeting subject to approval of Board andas per provision of the Companies Act 2013.

II. Commission:

Under the Companies Act 2013 Section 197 allows a company to payremuneration to its Non-Executive Directors either by way of a monthly payment or at aspecified percentage of the net profits of the company or partly by one way and partly bythe other. Further the section also states that where the company has managing directoror whole-time director or manager then a maximum of 1% of its net profits can be paid asremuneration to its Non-Executive Director. In case there is no managing director orwhole-time director or manager then a maximum of 3% of net profit can be paid. Thus thebasis of payment to the Non-Executive Director is the net profit of the Company.

III. Reimbursement of actual expenses incurred:

Non-Executive Director may also be paid / reimbursed such sums eitheras fixed allowance and /or actual as fair compensation for travel boarding and lodgingand incidental and /or actual out of pocket expenses incurred by such member for attendingBoard/Committee Meetings or for Company's work.

IV. Payment and other consideration to independent directors:

An independent director shall not be entitled to any stock option andmay receive remuneration only by way of fees and reimbursement of expenses forparticipation in meetings of the Board or committee thereof and profit related commissionup to a certain percentage of net profits in such proportion as may be permissible underthe applicable law.

12) APPOINTMENT REAPPOINTMENT AND RESIGNATION OF DIRECTORS AND KEYMANAGERIAL PERSONS DURING THE YEAR 2021-22:

I. With respect to Directors of the Company:

- Appointment and Resignation:

None of the directors of the Company has appointed and resigned duringthe Financial Year ending 31st March 2022.

Reappointment:

During the year under review there was no re-appointment of directorsin the Company.

- Retirement by Rotation:

In accordance with the provisions of the Act none of the IndependentDirectors is liable to retire by rotation. As per the provisions of Section 152 of theCompanies Act 2013 Mr. Shahnawaz A. Shaikh non- Independent Director retires by rotationat the ensuing 17th Annual General Meeting and being eligible offer himselffor re-appointment on the same terms & Conditions and remuneration.

II. With respect to Key Managerial Personnel of the Company:

- Appointment:

During the Financial Year 2021-22 there was no appointment of KeyManagerial Personnel in the Company. However the Board in its meeting held on 08.08.2022appointed Mr. Shahnawaz Aijazuddin Shaikh as a Chief Financial Officer of the Company.

Resignation:

The Chief Financial officer of the Company i.e. Mr. Sajid Iqbal AbdulHameed has resigned from the office of CFO w.e.f. 11.02.2022 which was taken on record bythe Board of Directors of the Company in the Board Meeting held on 11.02.2022. The Companyexpressed its deep sense of appreciation for his service to the Company and acknowledgeshis efforts and contributions made towards success of the Company.

Reappointment:

There is no re-appointment made by the board of directors in the year2021-2022.

13) COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

Following are the Committees of Board of Directors of the Company.Composition of the following Committees are as follows:

I. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to theprovisions of Section 177 of the Companies Act 2013. The composition of the AuditCommittee is in conformity with the provisions of the said section. The details ofComposition of audit committee are as below:

Name of Member Position in Committee
Ms. Rabia Khan Chairman & Member
Ms. Usha Mishra Member
Ms. Vidya Hemakar Shetty Member

The Committee met 4 (Four) times during the Financial Year ended 31stMarch 2022 in accordance with the provisions of the Companies Act 2013.

The intervening gap between any two Meetings was within the periodprescribed by the Companies Act 2013. Further The Company has complied with theapplicable Secretarial Standards in respect of all the above-Committee meetings.

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constitutedpursuant to the provisions of Section 178 of the Companies Act 2013. The composition ofthe Nomination and Remuneration Committee is in conformity with the provisions of the saidsection. The details of Composition of Nomination and Remuneration Committee are as below:

Name of Member Position in Committee
Ms. Rabia Khan Chairman & Member
Ms. Usha Mishra Member
Ms. Vidya Hemakar Shetty Member

The Committee met 3 (three) time during the Financial Year ended 31stMarch 2022 in accordance with the provisions of the Companies Act 2013. The interveninggap between any two Meetings was within the period prescribed by the Companies Act 2013.Further The Company has complied with the applicable Secretarial Standards in respect ofall the above-Committee meetings.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of Directors was constitutedpursuant to the provisions of Section 178 of the Companies Act 2013. The composition ofthe Stakeholder Relationship Committee is in conformity with the provisions of the saidsection. The details of Composition of Stakeholders Relationship Committee are as below:

Name of Member Position in Committee
Ms. Rabia Khan Chairman & Member
Ms. Usha Mishra Member
Ms. Vidya Hemakar Shetty Member

The Committee met 2 (two) times during the Financial Year ended 31stMarch 2022 in accordance with the provisions of the Companies Act 2013. The interveninggap between any two Meetings was within the period prescribed by the Companies Act 2013.Further The Company has complied with the applicable Secretarial Standards in respect ofall the above-Committee meetings.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Your company is not required to provide statement on Corporate SocialResponsibility as per Section 134 (3) of the companies Act 2013 as your company do notfall under the criteria provided under section 135 (1) of Companies Act 2013 thereforeno such committee was constituted.

V. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUALHARASSMENT OF WOMAN AT WORKPLACE:

The Company has in place an Anti-harassment policy in line with therequirements of the Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013. Any complaint/ grievances from women employees are reported toChairman. All employees (Permanent contractual & temporary) are covered under thepolicy. There were no complaints received from any employee during the Financial Year2021-22 and no complaint is outstanding as on 31st March 2022.

The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

14) VIGIL MECHANISM / WHISTLE BLOWER AND RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 177 (9) of the Companies Act2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 theCompany already has in place "Vigil Mechanism Policy" (Whistle Blower Policy)for Directors and employees of the Company to provide a mechanism which ensures adequatesafeguards to employees and Directors from unethical behaviour actual or suspected fraudor violation of Company's code of conduct or ethics policy etc.

The employees of the Company have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee. The Company is committed toadhere to the highest standards of ethical moral and legal conduct of businessoperations. The Company also adopted Risk Assessment Procedure.

15) RISK MANAGEMENT:

The Company has in place a risk management framework which identifiesand evaluates business risks and opportunities. The Company recognizes that these risksneed to be managed and mitigated to protect the interest of the shareholders andstakeholders to achieve business objectives and enable sustainable growth. The riskmanagement framework is aimed at effectively mitigating the Company's various business andoperational risks through strategic actions. Risk management is embedded in our criticalbusiness activities functions and processes. The risks are reviewed for the change in thenature and extent of the major risks identified since the last assessment. It alsoprovides control measures for risk and future action plans.

16) AUDITORS & REPORTS:

I. Statutory Auditors of the Company and their observations on accountsfor the year ended 31st March 2022:

Under Section 139(2) of the Companies Act 2013 and the Rules madethereunder it is mandatory to rotate the statutory auditors on completion of two terms offive consecutive years and each such term would require approval of the shareholders.

Your Board recommended M/s. DGMS & Co Chartered Accountantsappointed as Statutory Auditors from the conclusion of the 16th (last) Annualgeneral Meeting till the conclusion of the 21th Annual General Meeting of the Company i.e.for a period of 5 years.

Further there no observations / qualifications / disclaimers made bythe M/s. DGMS & Co Chartered Accountants in their report for the Financial Yearended 31st March 2022. Further the Notes to the Accounts referred to in Auditors Reportare self-explanatory and does not call for any comment.

II. Cost Auditors of the Company:

Pursuant to the provisions of Section 148 of the Companies Act 2013read with the Companies (Cost Records and Audit) Rules 2014 as amended from time totime the Company is not required to maintain Cost Records under said Rules. Since theCompany is not required to maintain cost records; the question of audit of such recordsdoes not arise.

III. Secretarial Auditors of the Company:

Provisions of Section 204 read with Section 134 (3) of the CompaniesAct 2013 mandates to obtain Secretarial Audit Report from Practicing Company Secretary.In the Board Meeting held on 02.06.2021 M/s Chirag Jain & Associates PracticingCompany Secretaries had been appointed to issue Secretarial Audit Report for the financialyear 2021-22.

Secretarial Audit Report issued by M/s C. B. Jain & Associates.Practicing Company Secretaries in Form MR-3 for the Financial Year 2021-22 is heretomarked and annexed as Annexure - III with this report and is forming part of theBoard's Report. The said report does not contain any observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

IV. Internal Auditor of the Company:

Pursuant to the provisions of Section 139 of the Companies Act 2013read with the Companies (Cost Records and Audit) Rules 2014 as amended from time totime in the Board Meeting held on 07.09.2022 M/s. M. Azam & Co. CharteredAccountants has been appointed by the Board of Directors as Internal Auditor of theCompany for the Financial Year 2022-23.

17) REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There were no incidences of reporting of frauds by Statutory Auditorsof the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules2014.

18) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The nature of the activities of the Company is such that the disclosurein respect of Conservation of energy and Technology Absorption pursuant to Rule 8 ofCompanies (Accounts) Rules 2014 is not applicable and the Company does not have anyforeign exchange earnings and outgo during the financial year under review.

19) EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act2013 Copy of the Annual Return for the financial year ended 31st March 2022made under the provisions of Section 92(3) of the Act is attached as Annexure-IV.

The extract of Annual Return shall also be placed on the website of theCompany at: www.octaware. com

20) PARTICULARS OF EMPLOYEES:

Details as required under Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is hereto marked andannexed as Annexure - V with this report and is forming part of the Board's Report.

The Company's remuneration policy for Directors Key ManagerialPersonnel and other employees represents the overarching approach of the Company and isdirected towards rewarding performance based on review of achievements periodically.

21) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report in terms of Regulation 34(2) (e) Securities and Exchange Board of India (listing obligations and disclosurerequirements) regulations 2015 is hereto marked and annexed as Annexure - VI withthis report and is forming part of the Board's Report.

22) CORPORATE GOVERNANCE:

As per Regulation 15 (2) (a) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance withthe Corporate Governance provisions as specified in Regulations 17 to 27 and clauses(b) to(i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V are notapplicable to the Company because the paid up equity share capital of the Company is lessthan Rs. 10 Crore and net worth of the Company is less than Rs. 25 Crore as on the lastday of previous financial year and the company is also listed on SME platform.

23) MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There have been no material changes and commitments which can affectthe Financial Position of the Company occurred between the end of the Financial Year ofthe Company and date of this report.

24) OTHER DISCLOSURE:

I) Listing of shares of the Company:

Originally the company was listed in April 2017 at Bombay StockExchange Mumbai.

Except above during the year under review no order was passed by anyRegulator(S) Court(S) Tribunal(S) that could affect the going concern Status of theCompany and the Company is operating in an efficient manner. There were no significant /material orders passed by any regulator or court or tribunal which would impact the goingconcern status of the company and its future operations.

II) DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation tothe Audited Financial Statements of the company for the year ended 31st March2022 the Board of Directors hereby confirms that

(a) That in the preparation of the annual financial statements for theyear ended 31st March2022 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any;

(b) That such accounting policies as mentioned in the Notes to theFinancial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31stMarch 2022 and of theprofit of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013for safe guarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) That the Audited Financial Statements have been prepared on a goingconcern basis;

(e) Those proper Internal Financial Controls were in place and that thefinancial controls were adequate and were operating effectively;

(f) Those systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

III) Issue of Sweat Equity Shares;

The Company has not issued any sweat equity shares during the yearunder review and hence no information as per provisions of Section 54(1) (d) of the Actread with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

IV) Employee Stock Option Plan;

The Company has not issued any equity shares under Employees StockOption Scheme during the year under review and hence no information as per provisions ofSection 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

V) Issue of Shares with Differential Voting Rights;

The Company has not issued any shares with differential rights andhence no information as 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.

VI) Disclosure Under Section 67 (3) of the Companies Act 2013;

During the year under review no employees has exercised directly anyvoting rights under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014. The Company has not floated anyscheme in which the Company has given loan to person in employment with a view to enablingthem to purchase or subscribe for fully paid up shares of the Company.

25) DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016 (31 OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END OF THEFINANCIAL YEAR:

The said clause is not applicable.

26) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIMEOF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIALINSTITUTIONS ALONG WITH THE REASON THEREOF:

The said clause is not applicable.

27) CAUTIONARY STATEMENT:

Statement in the Board's Report and the Management Discussion &Analysis describing the company's objectives expectations or forecasts may be forwardlooking within the meaning of applicable Securities Laws and Regulations. Actual resultsmay differ materially from those expressed in the statement.

28) ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors would like to express their appreciation for theassistance and cooperation received from the Bankers Central and State GovernmentDepartments customers vendors and other business partners. Further we place on recordour appreciation for the contribution made by our employees at all levels. Our consistentgrowth and success were made possible by their hard work cooperation and support. Lastbut not least the Directors place on record their gratitude to the Investors Clients andShareholders of the Company for their support and trust reposed.

Place : Mumbai For & on behalf of Board of Directors of
Date : 07.09.2022 OCTAWARE TECHNOLOGIES LIMITED
Sd/-
Mohammed Aslam Khan Mr. Shahnawaz Shaikh
Managing Director Whole-time Director
DIN: 00016438 DIN:06910575

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