Your Directors have pleasure in presenting their 41st Annual Report andaudited financials for the financial year 2020-21. The financial highlights of the Companyare as follows:
(Rs. in Lakhs)
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
| ||2020-2021 ||2019-2020 ||2020-2021 ||2019-2020 |
|Total Income ||1493.35 ||1182.03 ||8665.73 ||7594.75 |
|Finance Charges ||6.05 ||0.56 ||11.47 ||5.62 |
|Depreciation And Amortization ||40.54 ||30.87 ||55.50 ||43.27 |
|Profit / (Loss) Before Tax ||12.63 ||14.19 ||430.37 ||(229.95) |
|Provision for Tax ||3.47 ||0.08 ||21.28 ||14.29 |
|Profit / (Loss) After Tax ||09.15 ||14.11 ||409.09 ||(244.24) |
|Profit bought forward from previous year ||694.49 ||680.38 ||(3458.50) ||(3214.26) |
|Surplus carried forward ||703.63 ||694.49 ||(3049.40) ||(3458.50) |
|Earnings Per Share ||0.15 ||0.22 ||6.52 ||(3.89) |
Accounting treatment in preparation of Financial Statements
The Financial Statements have been prepared in accordance with Indian AccountingStandards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder Section 133 and other relevant provisions of the Companies Act 2013.
State of Company Affairs
During the Period under review the revenue from operations is Rs. 1493.10 Lakhsrepresenting an increase of 26.36% over the previous year Rs. 1181.65 Lakhs. For the yearended on March 312021 the Company's Profit before tax stood at Rs. 12.63 Lakhs.
Your Directors' keeping in view of the prevailing circumstances have decided not torecommend payment of any dividend for the year.
The Company has three subsidiaries (apart from step down subsidiary companies) as onMarch 312021.
A Statement containing the details of the subsidiaries of the Company is appended as anAnnexure to this Report.
1. SITI Corporation USA
2. AccelForce Pte. Ltd. Singapore
3. 5Element Homes Private Limited
Step Down Subsidiaries of AccelForce Pte Ltd. Singapore
1. SolixTechnologies Inc. USA
2. Emagia Corporation. USA
3. Solix Softech Private Limited India (Subsidiary of Solix Technologies Inc. USA)
Our ability to create value in our portfolio companies has always been underpinned bythe differentiated scale of resources knowledge and networks. With a track record indelivering innovative value creation solutions we have developed a highly-effectiveapproach and that will continue to be our key execution strategy.
We offer a wide range of software products that can be sold individually to solvespecific technical challenges but the emphasis of our product development and salesefforts is to create products that enable businesses to be more cost-effective agile andefficient. We divide our products into three major groups: Enterprise Data ManagementEnterprise Cash Flow Management and Enterprise Talent Management.
Enterprise Data Management
Digital transformation is the future of business and data is the heart of digitaltransformation. Executives are realizing that digital technology can turbocharge businessperformance and disrupt markets. First-movers can achieve major competitive advantageleaving the laggards struggling to survive. More than 70 percent of organizations areexpected to roll out digital transformational strategies by 2021. Corporate desire to usemassive volumes of data generated as part of digital transformation to deliver exceptionalcustomer experiences eliminate inefficiencies and drive higher revenue is at an all-timehigh.
Big data technologies like Hadoop Machine Learning and Natural Language interfacesare revolutionizing data use making digital transformation meaningful and its impact felteven at the last mile.
Worldwide Big Data market revenues for software and services are projected to increasefrom $42B in 2018 to $103B in 2027 attaining a Compound Annual Growth Rate (CAGR) of10.48% according to Wikibon.
Digital technology is transforming the role of IT from cost controller to strategicenabler and innovator. That is making digital the top priority for enterprise CIOs. Incompanies leading the digital revolution IT teams are considered partners to business inenabling desired outcomes. It is worth noting that digital transformation is less aboutthe technologies and more about the impact they have on processes productivity customerexperiences and the realization of competitive opportunities.
Businesses are approaching digital technology with the clearly defined objective ofbecoming data-driven. But they need a modern way to manage the volume variety andvelocity of the new data and the high compute resources needed to process it.
Unmanaged data growth can turn digital transformation opportunity into a crisisDigital transformation is driving up data volumes at a never seen pace. To put that intoperspective 90 percent of the data in the world today has been created in the last twoyears alone. This isn't going to slow down. Digitization of every process theintroduction and rapid proliferation of end-user devices sensors and technologies acrossthe board are adding to the rapid growth in data generation.
This growth in data is fueled by the change in the definition of enterprise data. Whilestructured data in ERP and CRM systems continue to be vital the rise of unstructured datais notable. Today it is estimated that 80 percent of "enterprise data" nowincludes unstructured data such as documents text csv audio video online clickstreams social media posts and IoT log files. The result of this data growth is thatevery organization today is data rich. It augurs well for the success of the mission asdata is at the core of digital revolution and is a key ingredient in the success ofdigital transformation.
However as data volumes explode unless the organization is well prepared it begins todrown in data driving up storage and maintenance costs diminishing applicationperformance and availability and creating data access data privacy and regulatorycompliance challenges.
Deleting data to manage data growth often is not a choice as business legal andcompliance objectives increasingly demand for real-time access to all information forlonger durations. When these demands are not managed well they can cause failure of DataTransformation initiatives.
Enterprise Cash Flow Management
Cashflow is the lifeblood of any business. Today's corporations face tremendouspressure to maximize receivables performance. Also known as trade credit receivables arethe most cost efficient resources to accelerate the cash flow.
Lack of timely information on receivables stored in multiple disparate systems and thecomplexity introduced by disconnected manual processes impede many finance executives'ability to measure and monitor credit risk and collections efficiency.
Effective receivables management involves ensuring effective credit policy managementand automation of credit-to-cash processes which increase the efficiency of a firm's cashconversion operations. Accelerating revenue cycles and lowering credit maximizes the valueof the firm.
Enterprise Talent Management
We will continue to strengthen our products and services strength in technology and ITrelated recruiting automation and services. Our technology solutions coupled with RPOservices add value to talent management and staffing organizations. Our plans continue tostrengthen our technology enhanced recruitment process outsourcing services to ourcustomers in North America.
Our professional services include a wide range of consulting services such as systemsplanning and design installation and systems integration based on our suite of products.We offer our professional services with the initial deployment of our products as well ason an ongoing basis to address the continuing needs of our customers. We also haverelationships with resellers professional service organizations and system integratorswhich include their participation in the deployment of our products to our customers.These relationships help promote our product and service offerings and provide additionaltechnical expertise to enable us to provide the full range of professional services ourcustomers require to deploy our products.
We offer a suite of software support and maintenance options that are designed to meetthe needs of our diverse customer base. These support options include 24 hour coveragethat is available seven days a week 365 days a year to meet the needs of our globalcustomers. To accomplish this level of support we have established a worldwide supportorganization with major support centers in Santa Clara California USA and HyderabadIndia and also thru our reseller network.
In addition to support teams around the globe we have a customer support website thatprovides our customers with the ability to submit service requests receive confirmationthat a service request has been opened and obtain current status on these requests.Additionally the customer support website provides access to our support proceduresescalation numbers to provide updates and new information about our products.
Consolidated financial statements
In compliance with Accounting Standards AS-21 and AS-27 on consolidated financialstatements read with Accounting Standard AS-23 on Accounting for Investments inAssociates and Section 129(3) and other relevant provisions of Companies Act 2013 yourDirectors have pleasure in attaching the consolidated financial statements for thefinancial year ended on March 312021 which form part of this Annual Report.
The Company will make available the Annual Reports of the aforesaid subsidiaries uponrequest by any member/investor of the Company/subsidiary companies. Further the AnnualReports of the subsidiary companies will also be kept open for inspection by anymember/investor at the Company's registered office and that of the subsidiaries concerned.
Meetings of the Committees and Board of Directors
Board Meetings: During the financial year 2020-217 (Seven) Board Meetings wereheld.
The dates on which the Board meetings were held 06th May 2020 24thJune 2020 14th August 2020 04th September 2020 14thNovember 2020 15th December 2021 and 12th February 2021.
The attendance record of the Directors at the Board Meetings held during the financialyear 2020-21 and at the 40th Annual General Meeting held on 29thSeptember 2020 is as given here under:
|Name of the Director ||No. of Board Meetings held ||No. of Board Meetings attended ||Whether attended last AGM |
|Mr. Sai Gundavelli ||7 ||1 ||Yes |
|Mrs. Veena Gundavelli ||7 ||1 ||No |
|Mrs. Geetanjali Toopran ||7 ||6 ||Yes |
|Mr. Venkata Satya Suryanarayana Raju Chiluvuri ||7 ||6 ||No |
|Dr. Rafiq K. Dossani ||7 ||1 ||No |
|Mr. Jnana Ranjan Dash ||7 ||1 ||No |
|Dr. Ananda Prabhu Valaboju Kesari ||7 ||6 ||Yes |
During the Financial Year 2020-21 Audit Committee met Six times. The maximum time gapbetween any two meetings was not more than four months. The Audit Committee meetings wereheld 24th June 2020 14th August 2020 04th September2020 14th November 2020 15th December 2021 and 12thFebruary 2021.
The Composition and attendance of members at the Committee meetings is given hereunder.
|Name of the Director ||Category ||Designation ||No. of Meetings |
| || || ||Held ||Attended |
|Dr. Ananda Prabhu Valaboju Kesari ||Independent Director ||Chairman ||6 ||6 |
|Mr. Venkata Satya Suryanarayana Raju Chiluvuri ||Independent Director ||Member ||6 ||6 |
|Mrs. Geetanjali Toopran ||Whole Time Director & CFO ||Member ||6 ||6 |
There is no such incidence where Board has not accepted the recommendations of theAudit Committee during the year under review.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises Three Non-ExecutiveDirectors as members. 2 of them are Independent Directors. During the year 2020-21 theNomination and Remuneration Committee has met on 06th May 2020 and 12thFebruary 2021.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee consists of Two Non-Executive Directors and OneExecutive Director.
During 2020-21 the Committee has met on 06th May 2020 14thAugust 2020 14th November 2020 and 12th February 2021.
Composition of the Stakeholders Relationship Committee and the details of meetings heldand attended by its members are given below:
|Name of the Director ||Category ||Designation ||No. of Meetings |
| || || ||Held ||Attended |
|Dr. Ananda Prabhu Valaboju Kesari ||Independent Director ||Chairman ||4 ||4 |
|Mr. Venkata Satya Suryanarayana Raju Chiluvuri ||Independent Director ||Member ||4 ||4 |
|Mrs. Geetanjali Toopran ||Promoter Director ||Member ||4 ||4 |
Directors Responsibility Statements as required under Section 134 of the Companies Act2013
Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that:
i. in the preparation of the Annual Accounts for the year ended on 31stMarch 2021 the applicable Accounting Standards read with requirements set out underSchedule III to the Companies Act 2013 have been followed and that there are no materialdepartures from the same;
ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2021 and ofthe profit for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
iv. the Annual Accounts for the year ended on 31st March 2021 have beenprepared on a going concern basis.
v. the Directors had laid down Internal Financial controls to be followed by thecompany and that such internal Financial controls are adequate and were operatingeffectively.
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating efficiently.
Statement of Declaration given by Independent Directors under Sub-Section (6) ofSection 149 of the Companies act 2013
The Independent Directors have submitted the declaration of independence as requiredunder Section 149 (7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Section 149(6).
Statement of Particulars of Employees pursuant to the provisions of Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014
There were no employees who employed throughout the relevant financial year and inreceipt of remuneration in aggregate exceeding Rs. 1.02 Crore (Rupees One Crore and TwoLakhs) per year or Rs. 8.50 Lakhs (Rupees Eight Lakhs and Fifty Thousand) per month ifemployed for a part of the relevant financial year.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of following 3 Directors namely Dr.Ananda Prabhu Valaboju Kesari Mr. Venkata Satya Suryanarayana Raju Chiluvuri and Mr. SaiGundavelli as members.
Brief description of terms of reference:
- identifying persons who are qualified to become Directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Board fortheir appointment and removal;
- carry on the evaluation of every Director's performance; formulation of the criteriafor determining qualifications positive attributes and independence of a Director;
- recommend to the Board a policy relating to the remuneration of the Directors KeyManagerial Personnel and other employees;
- formulation of criteria for evaluation of Independent Directors and the Board;
- devising a policy on Board diversity; and
- any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objectives of the Policy
1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
2. To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies.
3. To carry out evaluation of the performance of Directors.
4. To provide them rewards linked directly to their effort performance dedication andachievement relating to the Company's operations.
5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
Your Company continues to place greater emphasis on managing its affairs withdiligence transparency responsibility and accountability and is committed to adoptingand adhering to best Corporate Governance practices. The Board considers itself as atrustee of its shareholders and acknowledges its responsibilities towards them forcreation and safeguarding their wealth. The Company has set itself the objective ofexpanding its capacities.
As per the provision of Regulation 15(2) of the Listing Regulations Compliance withCorporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to(i) of Regulation 46(2) and para C D and E of Schedule V shall not apply to listedentites having paid-up equity share capital not exceeding Rs. 10 Crores and net worth notexceeding Rs. 25 Crores as on the last date of previous financial year. The Company beingfalling under the specified limits of above regulation requirement of giving CorporateGovernance report in Annual Report as per the Para C of the Schedule V is exempted.
Particulars of Contracts or Arrangements with Related Parties Referred to inSub-Section (1) of Section 188 of the Companies Act 2013
During the period under review all transactions entered into with the related partiesas defined under the Companies Act 2013 were in the ordinary course of business and on anarm's length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. The Company is exempted from Regulation 23 of SEBI (LODR)Regulations 2015 and hence the Company is not mandated to seek approval from members forentering into transactions which are material in nature. The details of related partytransactions are mentioned in AOC-2 which is enclosed as Annexure I to this Report. Alsosuitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has beenmade in the Standalone Financial Statement which is forming part of the Annual Report.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are repetitive in nature. A statement of all Related Party Transactions is placedbefore the Audit Committee for its review on a quarterly basis specifying the naturevalue and terms and conditions of the transactions. There were no particulars of contractsor arrangements with related parties referred to in Sub-Section (1) of Section 188 of theCompanies Act 2013 which are not on an arm's length basis.
A copy of the Annual Return of the Company for the Financial year 2020-21 as requiredunder Section 92 (3) of the Companies Act 2013 and Rule 12 of the Companies (Managementand Administration) Rules 2014 shall be placed on the Company's websitehttps://www.technvision.com/investors (Annual Return 2021).
LISTING WITH STOCK EXCHANGES
The Company has paid the Annual Listing Fees for the year 2020-21 to the Exchange wherethe Company's shares are listed i.e. the BSE Ltd (BSE').
MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government under sub-section(1) of Section 148 of the Companies Act 2013 is not applicable to the Company.
The conservation of energy technology absorption foreign exchange earnings and outgopursuant to provisions of Section 134(3)(m) of the Companies Act 2013 (Act) read with theCompanies (Accounts) Rules 2014
Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure - II to thisReport.
Risk Management Policy
The Company had formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures laid downto combat the risk. The Risk management procedure will be reviewed by the Audit Committeeand Board of Directors on a Quarterly basis at the time of review of Quarterly FinancialResults of the Company.
Mechanism for Evaluation of Board
Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration Committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and the IndividualDirectors.
A) Criteria for evaluation of Board of Directors as a whole
i. Identifying Defining and Extent of realising the corporate objectives.
ii. Regular monitoring of plans and Corporate results against projections.
iii. Direct monitor and evaluate Key managerial personnel Senior officials.
iv. Review of company's ethical conduct.
v. The flow of information to board members and between board members.
vi. Identify monitor and mitigate significant corporate risks.
B) Criteria for evaluation of the individual Directors
i. Leadership and stewardship abilities.
ii. Ability to contribute by introducing best practices to address top managementissues;
iii. Assess policies structures and procedures.
iv. Review of strategic and operational plans and objectives.
v. Statutory compliance & Corporate governance.
vi. Attendance and contribution at Board/Committee meetings.
Details of loans guarantees and investments
The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Act read with the Companies (Meetings of Board and Its Powers) Rules2014 are given in the Notes to the Financial Statements forming part of this AnnualReport.
Directors and Key Managerial Persons
Mrs. Geetanjali Toopran Whole Time Director & CFO retire by rotation and beingeligible offers herself for re-appointment at the ensuing Annual General Meeting.
Details of Directors or Key Managerial Personnel who has appointed or resigned duringthe Year
The Board of Directors as per the recommendation of Nomination and Remunerationcommittee in their meeting held on 06th May 2020 had appointed Mr. VenkataSatya Surya Narayana Raju Chiluvuri as an Additional Director (Non-Executive Independent)on the Board. The members passed ordinary resolution in the 40th Annual GeneralMeeting for the appointment of Mr. Venkata Satya Surya Narayana Raju Chiluvuri asIndependent Director for a period of 5 years.
The Company has not accepted any deposits from the Public covered by the provisions ofSection 73 of the Companies Act 2013.
Corporate Social Responsibility (CSR)
During the period under review the provisions of Section 135 of the Companies Act2013 w.r.t. Corporate Social Responsibility are not applicable to the Company.
Compliance with Secretarial Standards on Board and Annual General Meetings
The Company has complied with Secretarial Standards 1 & 2 issued by the Instituteof Company Secretaries of India on Board Meetings and General Meetings.
At the 37th AGM held on 28th September 2017 the Membersapproved appointment of M/s. Ayyadevera & Co. Chartered Accountants (FirmRegistration No. 000278S) as Statutory Auditors of the Company to hold office for a periodof five years from the conclusion of that AGM till the conclusion of the 42ndAGM subject to ratification of their appointment by Members at every AGM if so requiredunder the Act.
The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. JRA & ASSOCIATES LLP Hyderabad Practicing Company Secretaries toundertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as Annexure - IN'.
Explanations or comments on qualification reservation or adverse remark or disclaimermade by the Auditors.
i. Independent Auditors Report:
The Notes to Accounts forming part of Annual accounts are Self-Explanatory and need nofurther explanation. There are no qualifications/remarks raised in Auditors Reportrequiring clarification.
ii. Secretarial Audit Report:
There are no qualifications/remarks raised in Secretarial Auditors Report requiringclarifications or explanations.
Policy in dealing with related party transactions whistle blower policy prevention ofsexual harassment of women at workplace including details of familiarization programme ofIndependent Directors are available on the company's website: http://www.technvision.com.
The Board of Directors has adopted a Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases.
Statement of particulars of appointment and remuneration of managerial personnel
The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure - IV to this Annual Report.
Internal Control Systems and their adequacy
The Company has an adequate internal control system commensurate with the size andcomplexity of the organization. The Company has undertaken a comprehensive review of allinternal control systems to take care of the needs of the expanding size of the Companyand also upgraded the IT support systems. A system of internal audit to meet the statutoryrequirement as well as to ensure proper implementation of management and accountingcontrols is in place. The Audit Committee periodically reviews the adequacy of theinternal audit functions.
Change in the nature of business
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the Regulators or Courts orTribunals impacting the Going Concern status and company's operations in future
No Significant and material orders have been passed during the year by the Regulatorsor Courts or Tribunals impacting the Going Concern status and company's operations infuture.
Material changes and commitments
There are no Material changes and commitments in the business operations of the Companyfrom the financial year ended on 31 March 2021 to the date of signing of the Director'sReport.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
During the financial year ended on 31 March 2021 the Company has not received anyComplaints pertaining to Sexual Harassment from anyone.
Your Directors wish to place their sincere appreciation for the support andco-operation that the Company has received from its Shareholders Bankers CustomersSuppliers Stockists Selling Agents Central and State Governments various StatutoryAuthorities and others associated with the Company.
Your Directors also wish to place on record their appreciation of all employees at alllevels for their commitment hard work and dedicated support.
|Registered Office: ||By order of the Board |
|1486 (12-13-522) Lane No. 13 Street No. 14 ||TechNVision Ventures Ltd. |
|Tarnaka Secunderabad - 500 017. || |
|Telangana India || |
|CIN: L51900TG1980PLC054066 ||sd/- |
|Phone Nos.: 040-2717 0822 27175157 27177591 ||Sai Gundavelli |
|Fax No.: 040-2717 3240 ||Chairman |
|E-Mail: Investor_relations@technvision.com ||DIN:00178777 |
|Date: 31st August 2021 || |