You are here » Home » Companies » Company Overview » XT Global Infotech Ltd

XT Global Infotech Ltd.

BSE: 531225 Sector: IT
NSE: N.A. ISIN Code: INE547B01028
BSE 00:00 | 06 Dec 35.50 1.50
(4.41%)
OPEN

35.70

HIGH

35.70

LOW

34.10

NSE 05:30 | 01 Jan XT Global Infotech Ltd
OPEN 35.70
PREVIOUS CLOSE 34.00
VOLUME 40785
52-Week high 46.45
52-Week low 18.55
P/E 118.33
Mkt Cap.(Rs cr) 426
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.70
CLOSE 34.00
VOLUME 40785
52-Week high 46.45
52-Week low 18.55
P/E 118.33
Mkt Cap.(Rs cr) 426
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

XT Global Infotech Ltd. (XTGLOBALINFOT) - Director Report

Company director report

Dear Members

Your Directors hereby present the Thirty Second Annual Report on thebusiness and operations of the Company along with the Audited Statement of Accounts forthe Financial Year ended 31st March 2020.

The discussion on the financial condition and results of operations ofyour company should be read in conjunction with it' s audited financial statementsand notes thereto for the year ended 31st March 2020 which are summarizedbelow:

FINANCIAL RESULTS

Standalone

Consolidated

Financial year 2019-20 (Rs. In Lakhs) Financial year 2018-19 (Rs. In Lakhs) Financial Year 2019-20 (Rs. In Lakhs)
Particulars
Revenue from Operations 523.39 41.77 19529.18
Other Income 48.50 0.00 56.64
Earnings Before Interest Tax and
169.68 7.95 619.92
Depreciation
Finance Cost 2.25 4.50 113.02
Depreciation 8.19 0.16 114.75
Profit Before Tax (PBT) Provision for: - 159.24 3.29 392.15
Income Tax/Adjusted for earlier
years (Net) 0 0 57.22
Deferred Tax (Assets)/Liabilities (71.39) 0.42 (53.76)
Profit After Tax (PAT) 230.63 2.87 388.69

COVID-19

During the month of March 2020 sudden outbreak COVID-19 pandemic haspushed governments to enforce lock-downs in various stages. Due to Business continuityplan of the company the company was able to continue its business processes and deliverto its clients seamlessly without disruptions though most of the employees working fromhome. In spite of uncertainties and unprecedented business crisis all over the globe itis believed that the company could steer through turbulent times.

DIVIDEND

The Board of Directors of your company after considering holisticallythe relevant circumstances and keeping in view the company's dividend distributionpolicy has decided that it would be prudent not to recommend any Dividend for the yearunder review.

TRANSFER TO RESERVES

During the year the Company has not transferred any amount to itsGeneral Reserves. As no transfer is proposed the entire balance available in the Profitand Loss account is retained in it. The closing balance of the retained earnings of theCompany for FY 2019-20 was Rs. (71.27) Lakhs.

SHARE CAPITAL

During the Financial Year 2019-20 your Company has allotted its Equityshares of Re.1/- each as follows

Date of allotment No. of equity shares allotted Type Consideration
April 22 2019 38299998 Preferential allotment For cash
November 18 2019 43995930 Preferential allotment For other than cash (share-swap)
March 12 2020 22138166 Preferential allotment For other than cash (share-swap)
March 12 2020 2878333 Preferential allotment For cash

Consequently the issued subscribed and paid-up equity share capitalhas increased from 12655200 Equity Shares of Rs. 1/- each to 119967627 Equity Sharesof Rs. 1/- each.

COMPANY'S PERFORMANCE

On a consolidated basis the revenue from operations of the group forFinancial Year 2019-2020 was Rs.19529.18 Lakhs and profit attributable to shareholders ofthe company for that period is Rs. 367.30 Lakhs. On standalone basis the revenue fromoperations for Financial Year 2019-20 was Rs. 523.39 Lakhs which was 12.53 times (approx.)when compared to that of Financial Year 2018-19 which was Rs. 41.77 Lakhs. Profitattributable to shareholders of the company for Financial Year 2019-20 is Rs. 230.63 Lakhswhich is 80.36 times (approx.) when compared to that of Financial Year 2018-19 which wasRs. 2.87 Lakhs. During the year under review name of your Company has been changed fromFrontier Informatics Limited to XTGlobal Infotech Limited. There is no change in thenature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Mullapudi Atchuta Rama Rao wasappointed as Managing Director and Chairman of the Company on 30th September2019 in the AGM Mr. China Surya Narayana Murthy Anupindi and Mr. Sreenivasa Rao Pottiwere appointed on 05th September 2019 as Independent Directors of the Company.Later Mr. Venkata Madhusudhana Rao Paladugu was appointed on 19th December2019 as an lndependent Director of the Company. Further Mr. Rajan Babu Mothe Ms. ArchanaSingh Mr. Vivekananda Sree Pakalapati and Ms. Kolla Sudha Directors of the Company haveresigned w.e.f. close of working hours on 27th September 2019 27thSeptember 2019 16th October 2019 and 11th December 2019respectively citing personal reasons. The Board has extended its gratitude to Mr. RajanBabu Mothe Ms. Archana Singh Mr. Vivekananda Sree Pakalapati and Ms. Kolla Sudha fortheir association dedication and commitment towards Company as Directors. Pursuant toprovisions of Section 203 of the Companies Act 2013 Mr. Raghuram Kusuluri was appointedas a Chief Financial Officer of the Company w.e.f 22nd April 2019 and Ms. AditiJha Company Secretary and compliance officer up to 12th June 2019 & Ms.Shikha Gangrade Company Secretary and compliance officer from 27th September2019 were the Key Managerial Personnel of the Company during the year under review. TheCommittees of the Board have been reconstituted and also renamed in line with therequirements the details of which are provided elsewhere in this report.

CHANGE IN PROMOTERS OF THE COMPANY

Your Company has received approval from BSE Limited forreclassification of promoter and promoter group to Public category under Regulation 31A ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 on Tuesday23rd June 2020. Based on the approval received from the Stock Exchange the followingPromoter(s) are hereby reclassified into Public Category:

1. Mr. Velchala Premchand Krishna Rao - Promoter

2. Mrs. V Radha Bai Promoter Group

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act 2013Ms. Vuppuluri Sreedevi Whole-time Director and Mr. Ramarao Atchuta Mullapudi ManagingDirector of the Company are liable to retires by rotation and Ms. Vuppuluri Sreedevi isretiring by rotation being eligible offers herself for reappointment. The Boardrecommends for her reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forming part of this report asrequired under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 {hereinafter referred as SEBl(LODR) Regulations 2015} is attached separately to this Report as Annexure - D.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations2015 the Board has devised a policy on evaluation of performance of Board ofDirectors Committees and Individual directors. The Board of Directors has carried out anannual evaluation of its own performance board committees and individual directorspursuant to the provisions of the Act and SEBI Listing Regulations. The performance of theboard was evaluated by the board after seeking inputs from all the directors on the basisof criteria such as the board composition and structure effectiveness of board processesinformation and functioning etc. The performance of the committees was evaluated by theboard after seeking inputs from the committee members based on criteria such as thecomposition of committees effectiveness of committee meetings etc. The above criteriaare based on the Guidance Note on Board Evaluation issued by the Securities and ExchangeBoard of India. In a separate meeting of independent directors performance ofnon-independent directors the board as a whole and the Chairman of the Company wasevaluated considering the views of executive directors and nonexecutive directors. TheBoard and the Nomination and Remuneration Committee reviewed the performance of individualdirectors on the basis of criteria such as the contribution of the individual director tothe board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In the board meetingthat followed the meeting of the independent directors and meeting of Nomination andRemuneration Committee the performance of the board its committees and individualdirectors was also discussed. Performance evaluation of independent directors was done bythe entire board excluding the independent director being evaluated. The summary of theevaluation reports was presented to the respective Committees and the Board.

AUDIT COMMITTEE

The Audit Committee comprises of below mentioned directors as on 31stMarch 2020:

Name of the Member Category
Mr. Sreenivasa Rao Potti* Independent Director
Mr. Venkata Madhusudhana Rao Paladugu* Independent Director
Ms. Vuppuluri Sreedevi Executive Director

* Mr. Sreenivasa Rao Potti lndependent Director appointed as a member and Chairman ofAudit Committee w.e.f. 27th September 2019 and Mr. Venkata Madhusudhana RaoPaladugu lndependent Director appointed as a member of Audit Committee w.e.f. 19thDecember 2019. There are no recommendations of the audit committee which have not beenaccepted by the board during the year under review. Details of terms of reference of AuditCommittee and meetings of Audit Committee held during the year under review have beengiven in Corporate Governance Report. The details pertaining to the composition andattendance of the audit committee are included in the Corporate Governance Report whichis a part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Director(s)Senior Management Personnel and their remuneration. The composition of the Nomination& Remuneration Committee was in compliance with the requirements of the provisions ofSection 178 of the Companies Act 2013 and of Regulation 19 of the SEBl (LODR)Regulations 2015 except as mentioned in corporate governance report of the Company. TheNomination & Remuneration Committee comprises of below mentioned directors as on 31stMarch 2020:

Name of the Member Category
Mr. Sreenivasa Rao Potti* Independent Director
Mr. Venkata Madhusudhana Rao Paladugu* Independent Director
Mr. China Surya Narayana Murthy Anupindi* Independent Director

*Mr. Sreenivasa Rao Potti Independent director has been appointed asmember and Chairman of the committee Mr. China Surya Narayana Murthy Anupindilndependent Director was appointed as member of Nomination & Remuneration Committeew.e.f. 27th September 2019 and Mr. Venkata Madhusudhana Rao Paladugulndependent Director appointed as a member of Nomination & Remuneration Committeew.e.f. 19th December 2019.

NUMBER OF MEETINGS OF THE BOARD

The Board met 14 (Fourteen) times in the financial year 2019-20. Thedetails of the Board Meetings are given in the Corporate Governance Report. The gapbetween two meetings did not exceed one hundred and twenty days as provided under theCompanies Act 2013 and SEBl (LODR) Regulations 2015.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act the independentdirectors have submitted declarations that each of them meet the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed there under andRegulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements)

Regulations 2015 ("SEBI Listing Regulations"). There hasbeen no change in the circumstances affecting their status as independent directors of theCompany. During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard/Committee of the Company. During the year under review the non-executive directorsof the Company had no pecuniary relationship or transactions with the Company other thansitting fees commission and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board/Committee of the Company. The Independent Directors havealso given declaration of compliance with Rules 6(1) and 6(2) of the Companies(Appointment and Qualification of Directors) Rules 2014 with respect to their nameappearing in the data bank of Independent Directors maintained by the Indian Institute ofCorporate Affairs. Mr. Sreenivasa Rao P Mr. C.S.N Murthy Anupindi and Mr. P VMadhusudhana Rao have passed the online proficiency self-assessment test undertaken bythem. During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.

FAMILIARISATION PROGRAMME

These Programs aim to provide insights into the Company to enable theIndependent Directors to understand its business in depth and contribute significantly tothe Company. The details of program for familiarization of the Independent Directors withthe Company are available on the Company's website at www.fitlindia.com The Boardmembers are also regularly updated on changes in Corporate and Allied laws Taxation lawsand related matters through presentations and updates made by the respective functionalleaders. MD along with Senior leadership conducts quarterly session with board memberssharing updates about the Company's business strategy operations and the key trendsin the IT industry relevant for the Company. These updates help the board members toabreast themselves with the key changes and their impact on the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directorsbased on the representation(s) received from the Operating Management and after dueenquiry confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2020 the applicable accounting standards had been followed along with proper explanation relating to material departures if any;
b) the accounting policies had been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended 31st March 2020 and of the loss of the Company for that period;
c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts had been prepared on a going concern basis;
e) internal financial controls to be followed by the Company had been laid down and these controls are adequate and were operating effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

STATEMENT OF DEVIATION(S)OR VARIATION(S)

In reference to the compliance Under Regulation 32(7A) of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirement)Regulation 2015 Company has issued 38299998 Equity Shares through preferential basison 22nd April 2020 for cash consideration and Company has utilized fullamount raised through this Preferential issue in same objects for which approval ofshareholders was taken. Subsequently your Company has issued Equity Shares onpreferential basis which was initiated for acquisition of Xenosoft Technologies (India)Private Limited on swap of share basis in which no cash consideration was involved andswap of shares has been successfully completed in the Board Meeting held on 18thNovember 2019. The Company had raised funds through Preferential Issue amounting to Rs.43174995/- (Rupees Four Crore Thirty One Lakhs Seventy Four Thousand Nine Hundred andNinety Five Only) and the entire funds stands unutilized till 31st March 2020and is in the bank account of the Company. Company will utilise the funds for the sameobjects which were stated in explanatory statement to the notice of Extraordinary GeneralMeeting held on 15th February 2020 The second part of preferential issue was initiatedfor acquisition of Xenosoft Technologies (India) Private Limited on swap of share basis inwhich no cash consideration was involved and swap of shares has been successfullycompleted in the Board Meeting held on 12th March 2020. As required underRegulation 32(3) of the Securities Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulation 2015 statement of Deviation and Variation has beenreviewed quarterly by the Audit committee and noted that

a) there was no deviation in the utilization of proceeds of preferential issue of equity shares from the objects as stated in explanatory statement to the notice and
b) there has been no variation in the use of proceeds from preferential issues of equity shares from the objects stated in explanatory statement to the notice of the General Meeting.

RELATED PARTY TRANSACTIONS

The transactions entered with all the related parties during the yearunder review were on arm's length basis and in the ordinary course of business. AllRelated Party Transactions were placed before the Audit Committee and the Board ofDirectors pursuant to applicable provisions of SEBI (LODR) Regulations 2015 &Companies Act 2013. Prior omnibus approval of the Audit Committee has been obtained forthe transactions which were repetitive in nature. The transactions entered into pursuantto the omnibus approval so granted are audited and a statement giving details of allrelated party transactions is placed before the Audit Committee and the Board ofDirectors. The policy on Related Party Transactions as approved by the Board is availableat the

Company's website.

No Contract or Agreement was executed between the Company any of theRelated Party which was not at arm's length price during the period under review. Theparticulars of related party transactions in prescribed Form AOC - 2 are attached as"Annexure-A."

RISK MANAGEMENT

The Company has developed and implemented a risk management policywhich identifies major risks which may threaten the existence of the Company. The same hasalso been adopted by your Board and is also subject to its review from time to time. Riskmitigation process and measures have been also formulated and clearly spelled out in thesaid policy. Formulation of Risk Committee is not applicable on the Company as per theapplicable provisions. The elements of risk as identified for the Company with impact andmitigation strategy are set out in the Management Discussion and Analysis Report.

CORPORATE SOCIAL RESPONSIBILITY

As per the Provisions of Companies Act Corporate Social Responsibilityis not applicable on the Company as it is not crossing the threshold limits as prescribedunder the Act.

AUDITORS

(a) Statutory Auditors :

The members at Thirty First Annual General Meeting held on 30thSeptember 2019 had accorded their approval pursuant to the provisions of Sections 139 andother applicable provisions of Companies Act 2013 and Rules made there under to appointNiranjan & Narayan Chartered Accountants (Firm Registration No. 005899S) as theStatutory Auditor of the Company for the period of one year from the conclusion of thatAGM till the conclusion of Thirty Second Annual General Meeting on such remuneration asmay be determined by the Board of Directors. Pursuant to Section 139 of the Companies Act2013 the statutory auditors M/s. Niranjan & Narayan Chartered Accountants haveconfirmed they are eligible to continue as auditors.

There is no qualification reservation or adverse remark or disclaimerin the Auditors' Report notes to the accounts are self-explanatory needs no furtherclarification or explanation.

(b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed VCSR & Associates Practicing Company Secretaries to undertakethe Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as"Annexure-B". The Secretarial Audit Report does not contain any qualificationreservation or adverse remark or disclaimer.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

(a) Conservation of Energy Technology Absorption

The details as required under the provisions of Section 134(3) (m) ofthe Companies Act 2013 in respect of conservation of energy and technology absorption theCompany continues to adopt and use the latest technologies to improve the productivity andquality of its services and products. The Company's operations do not requiresignificant import of technology. Your

Company has also taken steps for conversation of Energy at the Office.

(b) Foreign Exchange Earnings and Outgo Earning : Rs. 523.39 Lakhs

Outgo : Rs. 0

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 the extract of the Annual Return in Form MGT-9 is attached as"Annexure-C". The same is available at the website: www.fitlindia.com

As per Section 92(3) of the Companies Act 2013 copy of annual returnfor year ending March 31 2019 is made available on website of the company athttp://www.fitlindia.com/pdf/Form%20MGT%207%20Frontier.pdf

INTERNAL FINANCIAL CONTROL

The Company has internal financial controls which are adequate and wereoperating effectively. The controls are adequate for ensuring the orderly & efficientconduct of the business including adherence to the Company's policies the safeguarding of assets the prevention & detection of frauds & errors the accuracy& completeness of accounting records and timely preparation of reliable financialinformation. The Company has in place adequate internal financial controls with referenceto financial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company does not have any loans or guarantees covered under Section186 of the Companies Act 2013.

During the year under review your Company has invested in Equity sharesof Xenosoft Technologies (India) Private Limited the particulars of such investment aregiven in the notes forming part of the Financial Statements.

PARTICULARS OF JOINT VENTURE SUBSIDIARY & ASSOCIATE COMPANY

The Company has only one wholly owned subsidiary i.e. XenosoftTechnologies (India) Private Limited as on March 31 2020.

There are no associates or joint venture companies within the meaningof Section 2(6) of the Companies Act 2013 ("Act").

There has been no material change in the nature of the business of thesubsidiaries.

On 12th March 2020 the Company has acquired 100% stake inXenosoft Technologies (India) Private Limited which is engaged in same line of business.With this acquisition XTGlobal Inc USA and Circulus LLC which were subsidiaries ofXenosoft Technologies (India) Private Limited will also become subsidiary of XTGlobalInfotech Limited with effect from 12th March 2020. Pursuant to the provisionsof Section 129(3) of the Act a statement containing the salient features of financialstatements of the Company's subsidiaries in Form AOC-1 is attached to the financialstatements of the Company. Further pursuant to the provisions of Section 136 of the Actthe financial statements of the Company consolidated financial statements along withrelevant documents and separate audited financial statements in respect of subsidiariesare available on the website of the Company www.fitlindia.com

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'sPolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of accounting records and the timely preparation offinancial disclosures. The Company has an internal Control System commensurate with thesize scale and complexity of its operations. These are routinely tested and certified byStatutory as well as lnternal Auditor. Significant audit observations and correctiveaction are reported to the Audit Committee. The concerned executives monitor and evaluatesthe efficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a mechanism called "Vigil Mechanism/Whistle Blower Policy" for directors and employees to report to the managementinstances of unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct and provided a framework to protect employees wishing toraise a concern about serious irregularities within the Company. The policy permits allthe directors and employees to report their concerns to the Competent Authority ExecutiveChairman /Managing Director of the Company and if the Whistle Blower believes that thereis a conflict of interest between the Competent Authority and the Whistle Blower he/shemay send his/her protected disclosure directly to the Chairman of the Audit Committee. Thepolicy with the designation and address of the Competent Authority ExecutiveChairman/Managing Director of the Company and Chairman of the Audit Committee has beencommunicated to the employees by uploading the same on the website of the Company. TheWhistle Blower Policy is made available on the website of the Company.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company laid down Prevention of Sexual Harassment policy and it ismade available on the website of the Company. The Company has zero tolerance on SexualHarassment at workplace. During the year under review there were no cases filed pursuantto the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

INSURANCE

Your Company's assets have been adequately insured.

CORPORATE GOVERNANCE

Your Company has been particular in implementing and complying with thenorms of Corporate Governance and complying all the mandatory requirements as specified inRegulations 17 to 27 clause (b) to (i) of sub-regulation (2) of Regulation 46 andparagraph C D and E of Schedule V of the SEBI (LODR) Regulations 2015. A detailed reporton Corporate Governance covering among others composition details of meetings of theBoard and Committees along with a certificate for compliance with the conditions ofCorporate Governance in accordance with the Securities and Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 along with Certificatefrom a practicing company secretary thereon is attached separately to this Report asAnnexure - E.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Directors state that during the year under review there was nocomplaint filed/pending pursuant to the provisions of

"Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013".

The Company has complied with the Constitution of internal CompliantCommittee under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of the Company formulatesthe criteria for determining the qualifications positive attributes and independence ofDirectors in terms of its charter. In evaluating the suitability of individual Boardmembers the Committee takes into account factors such as educational and professionalbackground general understanding of the Company's business dynamics standing in theprofession personal and professional ethics integrity and values willingness to devotesufficient time and energy in carrying out their duties and responsibilities effectively.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

In terms of the provisions of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given below: a. The ratio of the remuneration of each directorto the median remuneration of the employees of the Company for the financial year:

Particulars Ratio to Median Remuneration
Non-Executive Directors* -
Executive Directors# -

*No remuneration other than sitting fee is paid to Non-executiveIndependent Director(s) of the company. #No remuneration was paid to Executive Director(s)of the company. b. The percentage increase in remuneration of each director chiefexecutive officer chief financial officer company secretary in the financial year:

Director Chief Executive Officer Chief Financial Officer and Company Secretary % Increase in Remuneration in the Financial Year
Directors No remuneration other than sitting fee is paid to Non- executive Independent Directors of the company. No remuneration was paid to executive directors during the financial year.
The company has not appointed Chief Executive Officer during the financial year
Chief Executive Officer
Chief Financial Officer This year Company has appointed CFO % increase could not be presented as the company has not appointed any Chief Financial Officer in the past years
Company Secretary There is a nominal change in the Remuneration of the Company Secretary from the Last year

c. The percentage increase in the median remuneration of employees inthe financial year: 102.10%

d. The number of permanent employees on the rolls of Company: 77 (As on31st March 2020)

e. Average percentage increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthere of and point out if there are any exceptional circumstances for increase in themanagerial remuneration: The average annual increase was around 11% for personnel otherthan managerial personnel.

f. Affirmation that the remuneration is as per the remuneration policyof the Company: The Company affirms that the remuneration is as per the remunerationpolicy of the Company. There are no employees drawing remuneration in excess of the limitsset out in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. In terms of Section 136 of the Act the said annexureis open for inspection at the Registered Office of the Company. Any Member interested inobtaining a copy of the same may write to the Company Secretary. There are no employeesdrawing remuneration in excess of the limits set out in the Rule 5 (2) and (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE

The Institute of Company Secretaries of India has issued SecretarialStandards on Board Meeting (SS-1) and General Meeting (SS-2) which were made compulsoryfor all companies by the Ministry of Corporate Affairs. The Institute has also issuedSecretarial Standards on Dividend (SS-3) which is however not compulsory. The Companyadheres to these standards.

MATERIAL CHANGES AND COMMITMENTS

No significant and material order has been passed by the regulatorscourts tribunals impacting the going concern status from April 2019 to March 2020.

MAINTAINENCE OF COST RECORDS

The Central Government has not prescribed the maintenance of costrecords under sub-section (1) of section 148 of the Act and accordingly such costaccounts and records are not maintained by the Company.

INSIDER TRADING REGULATIONS

Your Company is compliant Pursuant to the provisions of SEBI(Prohibition of Insider Trading) Regulations 2015 (as amended from time to time) theCompany has formulated a Code of Conduct on Prohibition of Insider Trading (‘InsiderTrading Code').

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their gratitudeto the Central Government State Government and Local Authorities Financial institutionsBanks Customers Dealers Vendors and all the stakeholders for their continuedcooperation and support to your Company. The Board of Directors wishes to express itsappreciation to all the employees of the Company for their contribution to the operationsof the Company. The Directors appreciate and value the contribution made by every memberof the XTGlobal Family. The Board specially thanks the shareholders for their continuedconfidence and faith in the Company.

For and on behalf of the Board of Directors
Sd/- Sd/-
Sreenivasa Rao Potti Vuppuluri Sreedevi
Date: 05th September 2020 Director Whole-time Director
Place: Hyderabad DIN: 05119348 DIN: 02448540

.