Quick Heal Technologies Limited
The Board of Directors of your Company is pleased to present the 26th AnnualReport along with the audited financial statements for the financial year ended March 312021.
1. FINANCIAL RESULTS:
(` in Million)
|Particulars || |
| ||FY 2020-2021 ||FY 2019-2020 ||FY 2020-2021 ||FY 2019-2020 |
|Revenue from Operations (Net) ||3330.44 ||2861.38 ||3335.28 ||2834.04 |
|Other Income ||241.61 ||315.96 ||239.37 ||313.41 |
|Total Income ||3572.05 ||3177.34 ||3574.65 ||3147.45 |
|Profit Before Tax (after exceptional items) ||1461.37 ||1013.11 ||1458.37 ||1004.40 |
|Total Tax ||391.57 ||269.00 ||390.43 ||268.01 |
|Profit After ||1069.80 ||744.11 ||1067.94 ||736.39 |
The abovementioned figures are extracted from financial statements prepared inaccordance with the Indian accounting standards (IND AS).
2. BUSINESS OPERATIONS AND OUTLOOK
Your Company recorded a total income of ` 3572.05 Million for FY 2020-21 as against `3177.34 Million in FY 2019-20 resulting in an increase of 12.42% in the total incomeduring the year under review on consolidated basis. The Profit after Tax of the Companywas increased by 43.76% from ` 744.11 Million in FY 2019-20 to ` 1069.80 Millionin the year under review.
Outlook of the business has been discussed in detail in the "ManagementDiscussion and Analysis" which forms a part of this Annual Report.
The Board of Directors of your Company have recommended a final Dividend @ 40% i.e. `4/- per equity share for FY 2020-21. The payment of aforesaid
Dividend is subject to the approval of the Members at the ensuing Annual GeneralMeeting.
In accordance with Regulation 43A of the LODR the Company has formulated a DividendDistribution Policy. The dividend declared and/or paid by the Company for FY 2020-21 isin compliance with the Dividend Distribution Policy. The dividend payout ratio is 24.05%(pre-buyback) of the standalone profits of the Company as on March 31 2021. The DividendDistribution Policy of the Company is hosted on the website of the Company and can beviewed at https://www.quickheal.co.in/documents/investors/Dividend-Distribution-Policy-21.pdf
4. BUYBACK OF EQUITY SHARES
The Board at its meeting held on March 10 2021 approved a proposal of the Company tobuyback its fully-paid-up equity shares of face value ` 10/- each from the eligible equityshareholders of the Company for an amount not exceeding ` 1550 Million. The shareholdersapproved the proposal of buyback of equity shares through the postal ballot and e-votingthat concluded on April 18 2021. The buyback offer comprised a purchase of 6326530equity shares aggregating 24.09% of the paid-up equity share capital and free reserves asper the audited financial statements of the Company as on March 31 2020 (i.e. being thelatest audited financial statements available as on the date of the Board Meetingconsidered proposal for Buyback) on a standalone basis at a price of ` 245/- per equityshare. The buyback will be offered to all eligible equity shareholders (including thosewho became equity shareholders as on the record date of the Company (i.e. May 03 2021) ona proportionate basis through the Tender offer route. In this regard thePromoters have expressed their intention to participate in the buyback vide theirletters dated March 15 2021 and may tender up to an aggregate maximum of 4606978 EquityShares or such lower number of equity shares in accordance with the provisions ofSecurities and Exchange Board of India (Buyback of Securities) Regulations 2018. TheCompany had filed the draft letter of offer with Securities and Exchange Board of India(SEBI) on April 27 2021. Further the Company has received final observations on theDraft Letter of Offer and shall be dispatching the Letter of Offer for the Buyback to theeligible shareholders appearing on the record date i.e. May 03 2021 on or before May 212021.
5. TRANSFER OF PROFITS TO RESERVES
Your Directors have decided not to transfer any amount to General Reserves and to carryforward the entire surplus under the Statement of Profit & Loss
6. PUBLIC DEPOSITS
During the year under review your Company did not accept any deposits under section 73and 74 of the Act read with the Companies (Acceptance of Deposits) Rules 2014 as amendedfrom time to time.
7. REPORT ON PERFORMANCE OF SUBSIDIARIES
A statement containing salient features of the financial statements of subsidiaryCompanies in Form AOC-1 as required under section 129 (3) of the Act forms a part ofthis Annual Report and is annexed as Annexure A.
The audited financial statements in respect of each of the subsidiaries shall be keptopen for inspection at the Registered Office of the Company on all working days between11.00 a.m. to 1:00 p.m. up to the date of the forthcoming AGM. Further the Company willmake available the audited annual accounts and related information of the subsidiarycompanies upon request by any Member of the Company.
8. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements ("CFS") of your Company along with itssubsidiaries as at March 31 2021 have been prepared in accordance with the IndianAccounting Standard on Consolidated Financial Statements issued by theInstitute of Chartered Accountants of India read together with the provisions of the LODRand form a part of this Annual Report. The Auditors Report on the CFS is alsoattached which is unmodified.
9. INVESTMENTS & ACQUISITIONS
a) During the year your Company made a strategic investment to the tune of USD 2Million in L7 Defense Limited which is an Israel-based API Security Startup Company.Its proprietary Ammune AI technology autonomously inline protects fromcyber-attacks in a very high precision. This investment will mark Quick Heals forayinto the fast- growing NG-WAF and API Security Market and expand its portfolio ofenterprise security solutions under our brand SeqriteR.
b) Further during the year your Company made a strategic investment to the tune of 4%of paid up capital in Ray Pte Limited a Singapore based innovation driven TechnologyCompany with a purpose to re-imagine Networking. Ray Pte Limited product offerings arepowered by RayOS which is an open secure cloud native extensible Operating System forNetwork & IoT devices which enables a multitude of innovative use cases for theircustomers through a SAAS based App Store experience.
10. UTILISATION OF IPO PROCEEDS
The proceeds of the IPO are being used for the purposes for which it was stated to beutilised. During the year the unutilised portion thereto has been invested in bankdeposits as per the applicable rules. However the Company has fully utilised all theproceeds of IPO before March 31 2021 and also received a report from Monitoring Agencyappointed as per regulation 41 of SEBI (Issue of Capital and Disclosure Requirements)Regulations 2018 to that affect.
The summary of utilisation of IPO proceeds as on March 31 2021 is stated in Note No.36 of Standalone financial statements.
11. MANAGEMENT DISCUSSION AND ANALYSIS
As per the provisions of Regulation 34 of the LODR a detailed review by the Managementof the business operations of the Company is presented under separate section"Management Discussion and Analysis" which forms a part of this Annual Report.The MD&A Report captures your Companys performance industry trends and othermaterial changes with respect to your Company.
12. CORPORATE GOVERNANCE REPORT
Your Company believes in adopting best practices of corporate governance. The Companyhas complied with the applicable regulatory provisions for Corporate Governance asprescribed under Schedule V of LODR.
The quarterly Corporate Governance Reports are submitted with the stock exchanges incompliance with the regulatory provisions. A certificate from M/s J. B. Bhave & Co.Practicing Company Secretaries confirming compliance of conditions of the CorporateGovernance forms a part of this Annual Report.
13. BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report as per Regulation 34 of the LODR detailing thevarious initiatives taken by the Company on the environmental social and governance frontforms an integral part of this Annual Report.
14. RISK MANAGEMENT
The Company has put in place a robust risk management framework which facilitatesidentification of risks and also mitigation thereof. The Audit Committee is updated on therisks on a quarterly basis. There are no risks which in the opinion of your directorsthreaten the existence of the Company. However risks that may pose a concern includingimpact of COVID-19 are explained under Management Discussion and Analysis which forms partof this Annual Report.
15. MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
The Board at its meeting held on March 10 2021 approved the proposal of buyback ofequity shares and the same was approved as a Special Resolution by Shareholders on April18 2021. The details of the buyback together with its implications on the Companysfinancial position are explained in schedule 17 sub clause (f) of the consolidatedfinancial Statement.
There have been no other material changes and commitments which affect the financialposition of the Company that have occurred between the end of the financial year to whichthe financial statements relate and the date of this report.
16. LISTING ON STOCK EXCHANGES
The Companys shares are listed on BSE Limited and the National Stock Exchange ofIndia Limited.
17. COMPLIANCE WITH THE CODE OF CONDUCT
A declaration signed by the Managing Director & CEO affirming compliance with theCompanys Code of Conduct by the Directors and Senior Management Personnel for FY2020-21 as required under Schedule V of the LODR forms a part of this Annual Report.
18. DIRECTORS & KEY MANAGERIAL PERSONNEL
As on March 31 2021 the Board comprised of two Executive Directors fourNon-Executive Independent Directors and one Non-Executive Director. The Board is welldiversified and consists of one Women Independent Director.
Mr. Shailesh Lakhani (DIN: 03567739) Non-Executive Director of the Company retires byrotation at the ensuing AGM and being eligible offers himself for re- appointment. AProfile of Mr. Lakhani by Regulation 36(3) of the LODR is given in the Notice conveningthe forthcoming AGM.
Mr. Kailash Katkar Managing Director & CEO Mr. Sanjay Katkar JointManaging Director & CTO Mr. Nitin Kulkarni Chief Financial Officerand Mr.Srinivasa Rao Anasingaraju Company Secretary are the Key Managerial Personnel of theCompany within the meaning of sections 2(51) and 203 of the Act read together with theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 as onMarch 31 2021.
During the year Ms. Priti Rao Independent Director of the Company resigned as amember of the Board effective June 01 2020. The Board placed on record appreciation forher contributions towards the growth of the Company during her tenure.
Mr. Bhushan Gokhale was appointed as an Additional non-executive Independent Directorof the Company w.e.f. August 12 2020 and the same is placed for approval of shareholdersin the ensuring Annual General Meeting of the Company.
After taking into account the performance evaluation of Mr. Gokhale during thefinancial year and considering the knowledge acumen expertise and experience in therespective field and the contribution made by him as an Independent Director since hisappointment it has been recommended to be continued as Independent Director would be inthe interest of the Company.
19. BOARD MEETINGS
During FY 2020-21 5 (Five) Board meetings were held on May 21 2020 August 10 2020November 06 2020 February 03 2021 and March 10 2021 respectively. The maximum time gapbetween any two meetings did not exceed prescribed period of one hundred twenty days.
The particulars of directors present at various Board and Committee meetings are givenin the Corporate Governance Report which forms part of this Report.
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of
Directors of your Company to the best of their knowledge and ability hereby state andconfirm that:
a) In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures; as required
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 theprofitand loss of the Company for the same period;
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls have been laid down in the Company that areadequate and were operating effectively.
f) Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems are adequate and are operating effectively.
21. DECLARATION OF INDEPENDENCE BY INDEPENDENT
The Company has received necessary declarations from each Independent Director undersection 149(7) of the Act that he/she fulfils the criteria of independence laid down inSection 149(6) of the Act and Regulation 25 of LODR.
The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act and the Code of Conduct for Directors and seniormanagement personnel of the Company.
Based on the confirmations/disclosures received from the Directors under Section 149(7)of the Companies Act 2013 and on evaluation of the relationships disclosed the followingNon-Executive Directors are considered as
a. Mr. Amitabha Mukhopadhyay
b. Mr. Mehul Savla
c. Ms. Apurva Joshi
d. Mr. Bhushan Gokhale
22. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS
The Board has established a comprehensive process to evaluate the performance of theBoard its Committees and of individual directors. The performance evaluation matrixdefining the criteria of evaluation for each of the above has been put in place. Theperformance evaluation of the Independent Directors was carried out by the other membersof the Board (excluding the Director being evaluated). A meeting of the IndependentDirectors was held on March 12 2021 to review the performance of Non-IndependentDirectors and the Board as a whole. The Chairperson of the Nomination & RemunerationCommittee had updated the other members of the Board about the outcome of the evaluationprocess.
23. COMMITTEES OF THE BOARD
During the year under review the composition of different Committees of your Board ofDirectors is given hereunder:
|Committee || || |
| || |
|1 *Audit Committee ||Mr. Amitabha Mukhopadhyay (Chairperson) ||Mr. Sanjay Katkar ||Ms. Apurva Joshi## ||Mr. Mehul Savla## ||Ms. Priti Rao# |
|2 Nomination and Remuneration Committee ||Mr. Mehul Savla (Chairperson) ||Mr. Kailash Katkar ||Mr. Amitabha Mukhopadhyay ||Ms. Apurva Joshi ## || |
|3 Stakeholders Relationship Committee ||Ms. Apurva Joshi (Chairperson) ||Mr. Kailash Katkar ||Mr. Amitabha Mukhopadhyay ||Mr. Bhushan Gokhale 8 ||- |
|4 CSR Committee ||Ms. Apurva Joshi## (Chairperson) ||Mr. Kailash Katkar ||Mr. Sanjay Katkar ||Ms. Priti Rao# ||- |
* Audit Committee performs the functions of Risk Management Committee.
# Resigned as a Member of Committee effective June 01 2020 8 Appointed as a Member ofCommittee effective August 12 2020
## Appointed as a Member of Committee effective May 21 2020
24. SECRETARIAL AUDIT REPORT
As required by Section 204 of the Act and Rules made thereunder the Board appointedM/s. J B Bhave & Co. Practicing Company Secretaries Pune as the Secretarial Auditorsof the Company for FY 2021-22. There are no qualifications/ Audit Report for the yearended March 31 2021. The Secretarial Auditor has not reported any fraud during thefinancial year.
The Secretarial Auditors Report forms part of this Annual Report annexed as AnnexureB.
25. STATUTORY AUDITORS
M/s MSKA & Associates Chartered Accountants (Firm Registration No. 105047W) wereappointed by the Shareholders at the 24th AGM held on July 15 2019 as Statutory Auditorsfor a term of five consecutive years to hold office until conclusionof29 th AGM. Pursuantto the amendment to Section 139 of the Act effective every from May 07 2018 ratificationyear for the appointment of Statutory Auditors is no longer required and accordingly theNotice of ensuing 26th AGM does not include the proposal for seekingshareholders approval for ratification of Statutory Auditors appointment.
26. AUDIT OBSERVATIONS
There is no audit observation during the financial year.
The Statutory Auditors have not reported any fraud during the financial year.
27. COST RECORDS & AUDITOR
Pursuant to the provisions of Section 148(3) of the Act and applicable rules the Boardhas appointed M/s. Bhavesh Marolia & Associates as the Cost Auditors of the Companyto conduct an audit of cost records maintained by the Company for FY 2021-22 at aremuneration of ` 73500/- plus applicable taxes and out of pocket expenses. Theremuneration payable of the to the Cost Auditors is subject to ratification Members at theensuing Annual General Meeting.
28. INTERNAL AUDITORS
The Board appointed Ernst & Young LLP Chartered Accountants as Internal Auditorsof the Company for FY 2021-22.
29. PARTICULARS OF EMPLOYEES REMUNERATION
Pursuant to the provisions of Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing details of personnel drawingremuneration in excess of the prescribed limit under the said rules are annexed as AnnexureC to the Directors Report. During the year under review the Companycontinued to focus on talent conservation and talent development. observations/ remarks inthe Secretarial
30. EMPLOYEE STOCK OPTION SCHEME
Your Company has two Employee Stock Option Plans namely Employees Stock Option Scheme2010 and Employees Stock Option Scheme 2014 for granting Term based and performance basedStock Options to Employees.
The above schemes are in line with the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulation 2014 ("SBEB Regulations"). TheCompany has obtained certificate from the Auditors of the Company stating that the Schemeshave been implemented in accordance with the SBEB Regulations and the resolutions passedby the Members. The certificates are available for inspection by Members in electronicmode. The details as required to be disclosed under the SBEB Regulations can be accessedat https://www.quickheal.co.in/investors.
However as the pool of shares in the said two schemes was fully exhausted Company hasdecided to create a new Employees Stock Option Scheme. Upon recommendation of theNomination and Remuneration Committee to Board in its meeting held on March 10 2021Board has approved the scheme and same was circulated for the approval of shareholders asa special resolution. Shareholders of the Company by passing a special resolution hadapproved new Employees Stock Option Scheme 2021 vide postal ballot/e-voting. The resultsof such postal ballot/e-voting were declared by CS Jayavant Bhave Scrutiniser on April19 2021 and same are available on Company website.
During the year under report no employee has been granted stock options equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions) ofyour Company. The details of activities under the scheme have been summarised in the Notesforming part of Financial Statements and annexed as Annexure D.
31. SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards i.e SS-1 and SS-2relating to Meetings of the Board of Directors and General Meetingsrespectively.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Particulars required to be furnished under the Companies (Disclosure of Particulars inthe Report of Board of Directors) Rules 1988 are as under:
a. Energy Conservation
The operations of the Company involve low energy consumption. The Company has ensuredthat adequate measures related are party being transactions taken to conserve with energy.
b. Technology Absorption Adaptation and Innovation
The Company continues to use the latest technology for improving the productivity andquality of its products and services and also focuses on innovation and protectingconsumers around the world with latest technology. With its continued focus on R&Dthe Company aims at releasing newer features as well as newer products in retail as wellas enterprise & government segment. The Company has intensified its efforts on uniqueopportunities which the small and mid-size businesses are projecting with the digitisationof India. Developing products that will address the dynamic cyber threats to thesebusinesses and protecting their valuable data is an important area where the Company isinnovating. In coming years more investment will go into R&D of several cutting edgetechnologies targeted towards products for enterprise government and retail segments ofyour Company.
c. Foreign Exchange earnings and outgo:
Total foreign exchange earnings and outgo for the financial year were as follows:
(` in Million)
|Particulars ||Year ended March 31 2021 ||Year ended March 31 2020 |
|Total foreign exchange outgo ||92.13 ||45.90 |
|Total foreign exchange earnings ||136.70 ||83.67 |
33. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
There are no Loans Guarantees provided by the Company as on March 31 2021. Howeverduring the year Company made couple of investments the details of which were providedunder Notes to the financial statements and in this report as well.
34. RELATED PARTY TRANSACTIONS
All the related party transactions carried out during the year were carried out atarms length basis and in ordinary course of business. There were no materially thesignificant Companys Promoters Directors Management or their relatives whichcould have had a potential conflict with the interests of the Company.
All the transactions with related parties were approved by the Audit Committee and theBoard of Directors.
The particulars of contracts entered during the year are given in Form AOC-2 enclosedas Annexure E.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has a strong commitment towards the society we live in. Your Company hadformed a public charitable trust Quick Heal Foundation and implements its CSRobjects through the Foundation. The Company strives to promote Cybersecurity awarenesspromotion of education and community development. The Companys CSR policy isavailable on our website at https://www.quickheal.co.in/documents/investors/policies/csr-policy-2021.pdf
During the year under review the Company had spent total of ` 27344000/- on CSRactivities vis-a-vis ` 24343800/- i.e. 2% as per provisions of the Section 135 of theAct. The Company continues to remain committed towards undertaking CSR activities for thewelfare of the society.
A detailed report on CSR activities of your Company under the provisions of the Actduring FY 2020-21 is given as Annexure F.
36. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Board of Directors of your Company are responsible for ensuring that the InternalFinancial Controls ("IFC") are laid down in the Company and that such controlsare adequate and are operating efficiently and effectively.
The Companys IFC policies are commensurate with its requirements and areoperating effectively. The IFC covered the policies and procedures adopted by the Companyfor ensuring orderly and efficient conduct of business including adherence to theCompanys policies safeguarding of the assets of the Company prevention anddetection of fraud and errors accuracy and completeness of accounting records and thetimely preparation of reliable financial information.
37. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a well laid down Vigil Mechanism/ Whistle Blower Policy details ofwhich are given in the Report on Corporate Governance forming a part of this AnnualReport. The Company has also uploaded the said Whistle Blower Policy on its website athttps:// www.quickheal.co.in/documents/investors/policies/whistleblower-policy-&-vigil-mechanism.pdf
38. INVESTOR EDUCATION AND PROTECTION FUND:
In accordance with the provisions of Sections 124 and 125 of the Act and InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016("IEPF Rules") dividends of a Company which remain unpaid or unclaimed for aperiod of seven years from the date of transfer to the Unpaid Dividend Account shall betransferred by the Company to the Investor Education and Protection Fund("IEPF"). In terms of the foregoing provisions of the Act no dividend amount orshares were required to be transferred to the IEPF by the Company during the year endedMarch 31 2021.
39. OTHER MATTERS
Your Directors state that during the financial year under review
i. Neither the Managing Director nor the Whole-time Director of the Company receivedany remuneration or commission from any of its subsidiaries. passed by
ii. No significant the Regulators or Courts or Tribunals which impact the going concernstatus and the Companys operations in future.
iii. No fraud has been reported by the Auditors to the Audit Committee or the Board.
iv. There is no change in the nature of the business of the Company.
v. There is no proceeding pending under Insolvency and Bankruptcy Code 2016 vi. Thereis no instance of onetime settlement with any Bank or Financial Institution.
40. ANNUAL RETURN
Pursuant to Section 92(3) of the Act the Annual Return as on March 31 2021 isavailable on Companies website on https://www.quickheal.co.in/documents/investors/annual-return-20-21.pdf
41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. All employees (permanent contractual temporary trainees) are covered under thispolicy. Internal Committee(s) has been set up across all its required locations in Indiato address complaints received regarding sexual harassment. There were no complaintsreported during FY 2020-21.
Your Board places on record sincere gratitude and appreciation for all the employeeswho had mostly through remote working during the pandemic time delivered as perorganisational requirements. The Board conveys its appreciation for its customersvendors investors bankers end users dealers distributors business partners and otherbusiness constituents during the year under review. We also thank the support receivedfrom various government and regulatory authorities.
For and on the behalf of the Board of Directors
Quick Heal Technologies Limited
Joint Managing Director & CTO
Managing Director & CEO
Date: May 15 2021