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Softsol India Ltd.

BSE: 532344 Sector: IT
NSE: N.A. ISIN Code: INE002B01016
BSE 00:00 | 22 Oct 136.35 6.45
(4.97%)
OPEN

129.50

HIGH

136.35

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129.50

NSE 05:30 | 01 Jan Softsol India Ltd
OPEN 129.50
PREVIOUS CLOSE 129.90
VOLUME 984
52-Week high 226.15
52-Week low 38.50
P/E 26.48
Mkt Cap.(Rs cr) 229
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 129.50
CLOSE 129.90
VOLUME 984
52-Week high 226.15
52-Week low 38.50
P/E 26.48
Mkt Cap.(Rs cr) 229
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Softsol India Ltd. (SOFTSOLINDIA) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting the 30th Directors'Report on the business and operations of your Company for the year ended March 31 2020.

Financial Highlights

Standalone

Consolidated

31-03-2020 31-03-2019 31-03-2020 31-03-2019
Revenue from Operations 2241.28 1836.87 4455.56 4680.77
Other Income 531.64 496.23 558.65 496.23
Total Revenue 2772.92 2333.10 5014.21 5177.00
Profit before Interest Depreciation & Tax (Before Exceptional Items) 1282.95 1124.09 1277.70 1027.53
Depreciation 207.17 228.18 272.00 231.97
Finance Costs 25.89 23.60 26.62 24.02
Profit before Tax (Before Exceptional Items) 1049.89 872.31 913.08 771.50
Exceptional Items 0 0 0 0
Current Tax 277.59 239.14 277.59 239.14
Deferred Tax 0 0 (39.65) (30.75)
Profit after Tax 772.30 633.17 675.14 563.11
EPS (Basic & Diluted) (in Rs.) 4.59 3.76 4.01 3.34

Review of Operations

During the year under review your Company recorded income of Rs.2241.28 lakhs from Business activities in comparison with previous year's income ofRs. 1836.87 lakhs. Your company achieved net profit of Rs. 772.30 Lakhs for the year incomparison with the previous year's net profit of Rs. 633.17 Lakhs.

Review of Operations of Wholly owned Subsidiary

SoftSol Resources Inc. (SRI) a wholly owned subsidiary of yourCompany recorded total revenue of US$ 3.11 Million for the year 2020 in comparison withthe previous year's revenue of US$ 4.24 Millions. SRI recoded net Loss of US$134464 for the year 2020 in comparison with the previous year's net loss of US$104456.

FUTURE OUTLOOK & BUSINESS:

We have made very good progress in deepening the relationship withexisting customers. As we made foray into the domestic business we expect to achievehigher growth rates in income and profits during the coming year.

With the economic uncertainties in addition to the domestic market weare exploring as well Asia Pacific region for driving the growth and mitigating risk inthe developed world. This growth is largely driven by increased acceptance of IT withinthe country as a major growth enabler and a competitive tool for Indian corporations tocompete in an increasingly globalized environment.

The Company has a positive outlook for the coming year and endeavors toachieve a steady business performance in the coming year.

We will be focusing on initiatives that could potentially increase thevalue of the company. These include plans to invest in internal projects and products aswell as participation via partnerships.

We hope to grow the top line of the company by 30-40% by end of 2021.We will also plan to provide opportunities for realizing shareholder value from the cashreserves subject to rules and regulations.

IMPACT OF COVID-19 PANDEMIC AND LOCKDOWN:

The COVID -19 pandemic is a global health crisis which isunprecedented. In these challenging times the Company's focus is on the safety andhealth of the employees while ensuring seamless services to its customers withappropriate security measures in place. In accordance with the applicable Governmentdirectives starting from mid of March 2020 the Company assessed the situation andinitiated WORK FROM HOME mode of the Employees. The Company has been able to ensure thecontinuity of services through WORK FROM HOME measures. The WORK FROM HOME has beenacceptable to most of the customers. Further to ensure the productivity in WORK FROM HOMEregime the Company has used its IT applications to measure the performance / productivityof the project and sales teams. The Company is also working closely with its customers andvendors as a long-term partner to handle these challenges together.

At present the employees are still following WORK FROM HOME measures.Further the Company is planning for a calibrated approach to open our facilities based onregulatory easing of lockdown restrictions have been eased keeping government directivesand employee safety in mind.

As of now the pandemic has impacted June Quarter 2020 and SeptemberQuarter 2020 revenues and margins. Most of the countries have already started unlockingof the economic activities. We are hoping to resume to normal level of operations startingJanuary Quarter 2021 onward.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In accordance with Schedule V (B) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportforms part of this Report as Annexure.

DIVIDEND

In view of the financial performance of your company during the year2019-20 your directors have not recommended any dividend for this financial year.

AMOUNTS TRANSFERRED TO RESERVES:

During the year under review the Board does not carry any amount to theReserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2020 was 16822513Equity Shares of Rs. 10 each. During the year under review the Company has not issued anyshares including shares with differential voting rights nor granted stock options norsweat equity. There is no buyback of Shares conducted during the financial year.

As on March 31 2020 other than Mr. Srinivasa Rao Madala - Director(1366099 Shares - 8.12%) and Mr. Bhaskara Rao Madala - Whole time Director (269766 Shares- 1.60%) none of the other Directors of the Company holds shares of the Company.

EXTRACT OF THE ANNUAL RETURN & ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in form MGT -9 is enclosed as Annexure to this annual report and alsoavailable on the website of the Company. As per the applicable provisions of the CompaniesAct 2013 the Annual Return and Form MGT-9 will be available on the website of the Companywww.softsolndia.com.

DIRECTORS:

None of the directors of the company is disqualified under theprovisions of the Companies Act 2013 or under the provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The existing composition of theCompany's board is fully in conformity with the applicable provisions of the Act 2013and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

As per the provisions of the Companies Act 2013 read with Articles ofAssociation of the Company Mr. Srinivasa Rao Madala (DIN 01180342) retire by rotationand being eligible offer himself for re-appointment at this Annual General Meeting.Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 brief particulars of the retiring directors who are proposed to beappointed/re-appointed are provided as an annexure to the notice convening the AGM.

Pursuant to the provisions of sections 196 197 203 of the CompaniesAct 2013 read with Schedule V and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 Board of Directors proposed re-appointment of Mr.Bhaskara Rao Madala (DIN 00474589) as Whole time Director for a further period of 3 yearswith effect from 1st November 2020 up to 31st October 2023 subject to the approval of themembers of the Company. Resolution for members approval is placed in the Notice of AGM.

During the year under review DR. T. HANUMAN CHOWDARY(DIN: 00107006) andSRI. B. S. SRINIVASAN (DIN: 00482513) were re-appointed as Independent Directors of theCompany at the AGM held on 30/09/2019 for a further period of 5 years up to the conclusionof the Company's 34th Annual General Meeting to be held in calendar year 2024 bySpecial Resolutions being exceeding of 75 years age.

During the year under review SMT. NAGA PADMA VALLI KILARI (DIN:08466714) was appointed as Independent Director (Woman) of the Company at the AGM held on30/09/2019 for a period of 5 years up to the conclusion of the Company's 34th AnnualGeneral Meeting to be held in calendar year 2024.

Pursuant to the provisions of the Companies Act 2013 and applicablerules made there under SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 on the recommendation of Nomination and Remuneration Committee the Board hasappointed Mr. VEERAGHAVULU KANDULA (DIN: 03090720) as an Additional Director (IndependentDirector) effective 21st August 2020 for a period of 5 years.

All Directors have certified that the disqualifications mentioned underSections 164 167 and 169 of the Companies Act 2013 do not apply to them. Your Directorshereby affirm that the Directors are not debarred from holding the office of director byvirtue of any SEBI order or any order from such other authority.

The Board of Directors of the Company are of the opinion that all theIndependent Directors of the Company reappointed during the year possesses integrityrelevant expertise and experience required to best serve the interest of the Company. TheIndependent Directors have confirmed compliance of relevant provisions of Rule 6 of theCompanies (Appointments and Qualifications of Directors) Rules 2014.

The Independent Directors have affirmed compliance with the Code forthe Independent Directors mentioned in Schedule IV of the Companies Act 2013. AllIndependent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act 2013 and Clause 16(1)(b) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and that they are not disqualified to act as such Independent Directors.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed and declared that they are notdisqualified to act as an Independent Director in compliance with the provisions ofSection 149 of the Companies Act 2013 read with Regulation 16 (B) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the Board is also of theopinion that the Independent Directors fulfill all the conditions specified in theCompanies Act 2013 making them eligible to act as Independent Directors.

KEY MANAGERIAL PERSONNEL

During the year under review pursuant to Section 203 of the CompaniesAct 2013 read with Rule 8 of Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2014 and also as per the recommendations of Nomination andRemuneration Committee Board appointed Mr. Chiranjeevi Thota (PAN: AHJPT0457G) as ChiefFinancial Officer of the Company effective 1st April 2020 as one of the Key ManagerialPersonnel of the Company in the place of the existing CFO Mr. Srinivas Mandava (PAN:ACAPM9623R). On resignation of Mr. Chiranjeevi Thota (PAN: AHJPT0457G) as Chief FinancialOfficer effective 7th September 2020 Board appointed Mr. KOTESWARA RAO YERRAGOPI (PAN:ACPPY4660H) as Chief Financial Officer of the Company effective 3rd November 2020 onrecommendation of Nomination and Remuneration Committee.

Mr. Bhaskara Rao Madala is the Whole time Director and Mr. B. Laxman(ACS 20625) is the Company Secretary.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review Six Board Meetings were held on09/04/2019 30/05/2019 14/08/2019 13/11/2019 10/01/2020 and 10/02/2020. On 14/08/2019an exclusive meeting of Independent Directors was held.

During the year under review the Audit Committee also met Six times on09/04/2019 30/05/2019 14/08/2019 13/11/2019 10/01/2020 and 10/02/2020.

The intervening gap between the Meetings was within the period asprescribed under the Companies Act 2013. COMMITTEES OF THE BOARD

The details of the following committees of the Board along with theircomposition and meetings held during the financial year 2019-20 are given in the Report onCorporate Governance forming part of this Directors' Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

5. Corporate Social Responsibility Committee

AUDIT COMMITTEE

As per the requirement of Regulation 18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with Section 177 of theCompanies Act 2013.

The Audit Committee consists of three Non-executive IndependentDirectors possessing the requisite experience and expertise.

The composition of the Audit Committee is as follows:

The composition of the Audit Committee is as follows:

DR. T HANUMAN CHOWDARY Independent Director & Chairman
SRI. B. S. SRINIVASAN Independent Director & Member
SMT. NAGA PADMA VALLI KILARI Independent Director & Member
SRI. BHASKARA RAO MADALA Whole time Director & Member

The Company Secretary is the Secretary of the Committee and the ChiefFinancial Officer is the invitee to the Meetings of the Committee.

All recommendations of the Audit Committee were duly accepted by theBoard and there were no instances of any disagreements between the Committee and the Boardduring the year.

NOMINATION AND REMUNERATION COMMITTEE

As per the requirement pursuant to Section 178 of the Companies Act2013 the rules made there under and Regulation 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration including criteria for determining qualificationspositive attributes independence of a Director and other matters provided undersub-section (3) of section 178 relating to the remuneration for the Directors keymanagerial personnel and other employees

The composition of the Nomination and Remuneration Committee is asfollows:

DR. T HANUMAN CHOWDARY Independent Director & Chairman
SRI. B. S. SRINIVASAN Independent Director & Member
SMT. NAGA PADMA VALLI KILARI Independent Director & Member

The Company Secretary Mr. Baddam Laxman (ACS - 20625) is the Secretaryof CSRC.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND COMMITTEE

The Company formulated the Corporate Social Responsibility Committee(CSRC) in consultation with the Board pursuant to the provisions of Section 135 of theCompanies Act 2013.

The composition of the Audit Committee is as follows:

DR. T. HANUMAN CHOWDARY Independent Director & Chairman
SRI. B. S. SRINIVASAN Independent Director & Member
SMT. NAGA PADMA VALLI KILARI Independent Director & Member
SRI. BHASKARA RAO MADALA Whole time Director & Member

The Company Secretary Mr. Baddam Laxman (ACS - 20625) is the Secretaryof CSRC.

During the year under review the Company did not spend any amount withrespect to CSR activities. The disclosure as per Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rule 2014 is attached as Annexure to the Report. The detailed CSRPolicy has been uploaded on the Company's website.

BORROWINGS:

The Company does not have any borrowings from Banks FinancialInstitutions Body Corporates or any other persons.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicableprovisions the Annual Financial Statement contains the Cash Flow Statement for thefinancial year 2019-20 forming part of this Annual Report.

CORPORATE POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2018 mandatethe formulation of certain policies for all listed companies. The corporate governancepolicies are available on the Company's website at https://www.softsolindia.com/investor/corporate-governance-policies. The policies are reviewed periodically by theBoard and updated as needed

SECRETARIAL STANDARDS

Your Directors confirm that the Company has during the year compliedwith the applicable Secretarial Standards issued by The Institute of Company Secretariesof India.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

During the year under review the Company has not made any investmentsor given loan or provided security or guarantees falling under the provisions of Section186 of the "the Act".

CREDIT RATING

The Company was assigned with any Credit Rating.

DEMATERIALISATION OF SECURITIES

The shares of your Company are being traded in electronic form and theCompany has established connectivity with both the depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In viewof the numerous advantages offered by the Depository system Members are requested toavail the facility of dematerialization of shares with either of the Depositories asaforesaid. As on March 31 2020 99.67% of the share capital stands dematerialized.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OFTHE REPORT AND ALSO ANY CHANGE IN THE NATURE OF BUSINESS

There have been no material changes between the end of the FinancialYear and the date of this Report and also there is no change in the Nature of Business ofthe Company.

CORPORATE GOVERNANCE:

Your Company has always strived to maintain appropriate standards ofgood corporate governance. The report on corporate governance as stipulated under ScheduleV (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of this Report. The requisite certificate confirming compliance with theconditions of corporate governance as stipulated under the said clause is attached to thisreport as Annexure. WTD AND CFO CERTIFICATION

As required under Regulations 17(8) and 33(2) (a) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 certificates are duty signedby Mr. Bhaskara Rao Madala Whole time Director and Mr. Chiranjeevi Thota CFO.

LISTING OF SHARES:

Shares of the Company are listed on The Bombay Stock Exchange Limited(BSE) Mumbai which provides a wider access to the investors nationwide.

The Company has made all the compliances of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 including payment of annuallisting fees up to 31st March 2021 to the BSE.

STATUTORY AUDITORS AND AUDIT REPORT:

M/s. PAVULURI & CO. Chartered Accountants Hyderabad (FRN:012194S) who were appointed Statutory Auditors of the Company in terms of Section 139 ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 to holdoffice from the conclusion of the 28th Annual General Meeting up to the conclusion of the33rd Annual General Meeting. Your Board recommends for ratification of their appointmentas Statutory Auditors of the Company for the Financial year 2020-21.

There have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of the Act and Rules framed there under either to theCompany or to the Central Government. The notes on accounts referred to and theAuditors' Report are self explanatory and therefore do not call for any explanatorynote.

INTERNAL AUDITOR

M/s Balarami & Nagarjuna Chartered Accountants Hyderabad isre-appointed as Internal Auditor of the Company to conduct the internal audit of theCompany for the Financial Year 2020-21 as required under Section 138 of the Act 2013 andthe Companies (Accounts) Rules 2014.

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Auditfunction is defined. The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the Internal Control System and suggests improvements tostrengthen the same. To maintain its objectivity and independence the Internal Auditorreports to the Chairman of the Audit Committee of the Board. Based on the report ofinternal audit function Company undertakes corrective action in their respective areasand thereby strengthens the controls. Recommendations along with corrective actionsthereon are presented to the Audit Committee of the Board and accordingly implementationhas been carried out by the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed on the recommendation of Audit Committee M/s VBM Rao &Associates Company Secretaries Hyderabad (C.P. No. 5237) to undertake the SecretarialAudit of the Company for the financial year 2020-21.

The Secretarial Audit Report for the year 2019-20 is self-explanatoryand therefore do not call for any explanatory note and the same is annexed as Annexure herewith.

COST AUDITOR

As per section 148 read with Companies (Audit and Auditors) Rule 2014appointment of Cost Auditors are not applicable to the Company.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATIONRESERVATION OR ADVERSE REMARK

There is no qualification reservation or adverse remark or disclaimermade -

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in her secretarial auditreport.

DEPOSITS

During the year the Company has not accepted any deposit under Section73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014. Ason 31st March 2020 there are no unclaimed deposits with the Company. Further the Companyhas not defaulted in repayment of deposits or payment of interest thereon.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the Company did not enter into anyMaterial transaction (as defined in the Company's Policy on Related PartyTransactions) with related parties. All other transactions that were entered into duringthe financial year were on an arm's length basis and were in the ordinary course ofbusiness and same were entered only with SoftSol Resources Inc USA (a wholly ownedSubsidiary Company). The details of related party transactions are provided in theaccompanying financial statements and Corporate Governance Report. All transactionsentered into with related party (SoftSol Resources Inc USA a wholly owned SubsidiaryCompany) during the year were on an arm's length basis and were in the ordinarycourse of business. The Form AOC - 2 as required under Section 134 (3) (h) of theCompanies Act 2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014 isgiven in Annexure to this Directors' Report.

There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons who may have a potential conflict with the interest of the Company at large. Noneof the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The Company has also formed Related Party Transactions Policy andplaced same on the website of the Company.

INFORMATION REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT 2013READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014 PERTAINING TO CONSERVATION OFENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy:

Your Company's activities being software development and ITrelated in nature energy consumed is only in the nature of electrical consumption for useand maintenance of office appliances. However the efforts of your Company are aimed atkeeping the consumption levels to as low as practicable.

1) Steps taken for conservation of energy.

The Company continues to work on reducing carbon footprint in all itsareas of operations through initiatives like (a) green infrastructure (b) green IT (datacenters laptops and servers etc (c) operational energy efficiency.

2) Steps taken for utilizing alternate sources of energy/resources: NIL

3) Capital Investment on energy conservation equipments: NIL

(B) Technology Absorption:

Your Company not being engaged in any manufacturing activity there isno material information to be provided in this regard.

The Company continues to use the latest technologies for improving theproductivity and quality of its services and products. The Company's operations donot require significant import of technology.

1) Efforts made towards technology absorption: A continuous interactionand exchange of information in the industry is being maintained with a view to absorbingadapting and innovating new methods that may be possible.

2) Benefits derived like product improvement cost reduction productdevelopment or import substitution: Not Applicable

3) Information regarding technology imported during the last 3 years:Nil

4) Expenditure incurred on Research and Development: NIL

(C) Foreign Exchange Earnings and Outgo: Total foreign exchangeearnings during the year were Rs. NIL (Previous year Rs. NIL) and foreign exchange outgowas: NIL (previous year: NIL).

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and the rules there under as amended from time to time forms partof this report as Annexure.

There are no instances of employees who was in receipt of remunerationin excess of the limit prescribed in provisions of Section 197 (12) of the Companies Act2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and the rules made there under.

HUMAN RESOURCES:

On a consolidated basis the Company has 124 employees as of March 312020. The employees' relation at all levels and at all units continued to be cordialduring the year.

BOARD EVALUATION

Pursuant to the provisions of section 134 (3)(p) of the Companies Act2013 and applicable Regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board adopted a formal mechanism for evaluating itsperformance and as well as that of its Committees and Individual Directors including theChairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Boards functioning such as composition of theBoard & committees experience & competencies performance of specific duties& obligations governance issues etc. The evaluation of the Independent Directors wascarried out by the entire Board and that of the Chairman and the Non-Independent Directorswere carried out by the Independent Directors. The Directors were satisfied with theevaluation results which reflected the overall engagement and effectiveness of the Boardand its Committees with the Company.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

As required under Section 149 (7) of the Companies Act 2013 each ofthe Independent Directors has given the necessary declaration about meeting the criteriaof independence as specified in Section 149 (6) of the Companies Act 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme fororientation and training of Directors at the time of their joining so as to provide themwith an opportunity to familiarise themselves with the Company its management itsoperations and the industry in which the Company operates.

At the time of appointing a Director a formal letter of appointment isgiven to him/her which inter alia explains the role function duties andresponsibilities expected of him/her as a Director of the Company.

The Director is also explained in detail the Compliance required fromhim under the Companies Act 2013 the Listing Regulations and other relevant regulationsand affirmation taken with respect to the same.

The induction programme includes:

1) For each Director a one to one discussion with the Whole timeDirector to familiarise the former with the Company's operations.

2) An opportunity to interact with the CFO & Company Secretarybusiness heads and other senior officials of the Company who also make presentations tothe Board members on a periodical basis briefing them on the operations of the Companystrategy risks new initiatives etc.

The details of the familiarisation programme may be accessed on theCompany's corporate website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act 2013 theUnclaimed Dividend and interest thereon which remained unpaid/unclaimed for a period of 7years have been transferred by the Company to the Investor Education and Protection Fund(IEPF) established by the Central Government pursuant to Section 125 of the Companies Act2013.

Pursuant to the provisions of Section 124(6) of the Companies Act 2013read with Investor Education and Protection Fund Authority (Accounting Audit Transferand Refund) Rules 2016 as applicable all shares in respect of which dividend hasremained unpaid/unclaimed for seven consecutive years or more will be transferred to IEPF.

During the year under review as per the Transfer confirmation by NSDLdated 03/10/2019 for the Corporate Actions filed by the Company for transfer of 3600Equity Shares to the Demat Account of IEPF Authority (IN300708/10656671) relating to theUnclaimed Dividend Shareholders of the Company relating to the unpaid/ unclaimed dividendof the Financial Years 2001-01 2001-02 and 2002-03.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financialstatements for the year ended on 31.03.2020 has been prepared in accordance with theIndian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act 2013(hereinafter referred to as "the Act") read with the Companies (Accounts) Rules2014 as amended from time to time. The estimates and judgments relating to the financialstatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state ofaffairs profits and cash flows for the year ended 31.03.2020. The Notes to the FinancialStatements forms an integral part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed that:

(a) In the preparation of the annual financial statement theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any:

(b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are 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 and loss of the Company for that year;

(c) The directors have 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;

(d) The directors have prepared the annual accounts on a going concernbasis;

(e) The directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively and

(f) The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements)Regulations 2015 the Company has established a Vigil Mechanism called the‘Whistle Blower Policy' for Directors and Employees to report concern ofunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy and the details of the Whistle Blower Policy has been uploaded onthe Company's website.

MATERIAL SUBSIDIARIES

In accordance with Regulation 16 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) M/S. SOFTSOL RESOURCES INC USA is the material non-listed subsidiary. TheCompany has formulated a policy for determining material subsidiaries. The policy has beenuploaded on the website of the Company.

Pursuant to Regulation 24(1) and other applicable Regulations ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 Mr. SUBBIAH SRINIVASAN BATTINA (DIN: 00482513) an Independent Directorof the Company was appointed as Director of SOFTSOL RESOURCES INC. the Wholly ownedunlisted subsidiary effective 14th March 2020. The subsidiary Company is having RegisteredOffice at 46755 FREMENT BLVD FREMONT CALIFORNIA - 94538 USA.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES

Your company has prepared the consolidated financial statements inaccordance with the relevant accounting standards and the provisions of the Companies Act2013 (Act). Pursuant to the provisions of the Act documents in respect of the subsidiarycompany M/s. SoftSol Resources Inc. USA viz. Directors' Report Auditor'sReport Balance Sheet and Profit and Loss Account are attached the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under the provisions of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Consolidated Financial Statementshave been prepared by the Company in accordance with the applicable Accounting Standards.The audited Consolidated Financial Statements together with Auditors' Report formpart of the Annual Report. The same is with unmodified opinion (unqualified).

MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made affecting thefinancial position of the Company between the end of the financial year of the Companyand the date of this report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company's internal control systems commensurate with thenature and size of its business operations. Your Company has maintained a proper andadequate system of internal controls. This ensures that all Assets are safeguarded andprotected against loss from unauthorized use or disposition and that the transactions areauthorised recorded and reported diligently.

The Audit Committee and Independent Internal Auditors regularly reviewinternal financial controls and operating systems and procedures for efficiency andeffectiveness. The Internal Auditor's Reports are regularly reviewed by the AuditCommittee of the Board.

RISK MANAGEMENT

The Company has in place Risk Management Policy as per requirement ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section134(3)(n) of the Companies Act 2013 which requires the Company to lay down procedure forrisk assessment and risk minimization. The Board of Directors Audit committee and theSenior Management of the Company should periodically review the policy and monitor itsimplementation to ensure the optimization of business performance to promote confidenceamongst stake holders in the business processes plan and meet strategic objectives andevaluate tackle and resolve various risks associated with the Company. The details ofRisk Management Policy as per requirement of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 134(3)(n) of the Companies Act 2013 has beenuploaded on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.

The Company has put in place a Prevention Prohibition and Redressal ofSexual Harassment at Workplace in accordance with the requirement of the ‘SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013'.

Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees of the Company are coveredunder the aforementioned Policy.

The summary of complaints received and disposed off up to 31st March2020 were as under:

Number of complaints received: Nil Number of complaints disposed off:Nil

APPRECIATION:

The Board of Directors wish to place on record its sincereappreciation for the support and co-operation received from all its stakeholders includingcustomers promoters shareholders bankers suppliers auditors various departments/agencies of Central/State Government and other business associates of the Company. YourBoard recognizes and appreciates the contributions made by all employees at all level thatensure sustained performance in a challenging environment.

On behalf of the Board of Directors

Bhaskara Rao Madala Dr. T. Hanuman Chowdary
Whole time Director Director
Place: Hyderabad
Date: 03-11-2020

Registered Office: Plot No. 4 Software Units Layout

Madhapur Hyderabad - 500 081

Bhaskara.Madala@softsol.com

www.softsolindia.com

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