Rights\Preference\Restrictions attached to Equity Shares
15.2 The Company has issued only one class of equity shares having a par value of Rs. 5 per share. Each holder of Equity Shares are entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the realised value of the assets of the Company, remaining after the payment of all preferential dues. The distribution will be in proportion to the number of equity shares held
by the shareholders.
15.4 The Board of Directors recommended the final Dividend @ 5% (i.e. Rs. 0.25/- per equity shares) on equity shares of Rs. 5/- each, for the year ended 31st March, 2023, subject to the approval of shareholders of the company in the ensuing Annual General Meeting
15.5 The Members have approved the sub-division of the Equity Shares from face value of Rs.10/- per share to face value of Rs. 5/- per share. The same has been allotted to eligible shareholders on record date
15.6 The Company had issued 55,20,500 shares as a bonus issue to its shareholders in Financial Year 2021-22. The bonus issue is for Eq. Shares of Face Value of Rs.10 each in the Ratio of 1:1 i.e. 1 Bonus equity share for every 1 eq. share held by shareholder's as on the record date.
15.7 There are no unpaid calls from Directors or officers.
15.8 Equity shares rank pari-passu & subject to right, preference and restrictions under the Companies Act.
Securities Premium:
The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. The reserve is utilised in accordance with the specific provisions of the Companies Act, 2013.
Retained Earnings:
Retained earnings are the profits that the Company has earned till date including effect of remeasurement of defined benefit obligations less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained Earnings is a free reserve available to the Company.
Share-based Payment Reserve:
The share-based payment reserve is used to recognize the value of equity-settled share-based payments provided to the key employees and directors of the company under ESOP Plan 2018.
General Reserve
General Reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by transfer from one component of equity to another and is not an item of other comprehensive income.
The table below present disaggregated revenues from contracts with customers by customer location for the Company. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of revenues and cashflows are affected by industry, market and other economic factors.
34. Disclosure under Ind As 116 - Leases
The Company has adopted Ind AS 116 on "Leases" by applying it to all contracts of leases existing on April 1, 2020 by using modified retrospective approach. The Company has recognised and measured the Right-of-Use (ROU) asset and the lease liability over the remaining lease period and payments discounted using the incremental borrowing rate as at the date of initial application.
35. Segment Information
The company operates in a single segment and in line with Ind AS - 108 - "Operating Segments", the operation of the company falls under "IT & IT enabled Services" business which is considered to be the only reportable business segment. The activities carried out by the associate are not reviewed separately and the criteria for identifying operating segments are not met hence Segment Reporting is not applicable in respect of the Associate Company.
The above related party transactions have been reviewed periodically by the Board of Directors of the Company vis-a-vis the applicable provisions of the Companies Act, 2013, and justification of the rates being charged/ terms thereof and approved the same.
37. Equity Settled Share Based Payments
The company instituted the ESOP 2018 plan for all eligible employees in pursuance of a special resolution approved by the shareholders at the extraordinary general meeting held on April 18, 2018. Scheme covers grant of options convertible into equal number of equity shares of face value of Rs. 5 each to specified permanent employees of the company.
39 Financial Instruments - Fair Values & Risk Management Accounting Classifications & Fair Value Measurements
The fair values of the financial assets and liabilities are measured at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
All financial instruments are initially recognized and subsequently re-measured at fair value as described below :
1. The fair value of investment in quoted equity shares and mutual funds is measured at quoted price or NAV.
2. Fair values of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short-term maturities of these instruments.
3. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on the evaluation, allowances are taken to account for the expected losses of these receivables.
4. The fair value of forward foreign exchange contracts and currency swaps is determined using forward exchange rates and yield curves at the balance sheet date.
The company uses the following hierarchy for determining and disclosing the fair values of financial instruments by valuation technique:
Level 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 : Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
No financial instruments have been routed through Other Comprehensive Income and hence separate reconciliation disclosure relating to the same is not applicable.
40.1 Financial Risk Management
The company's Board of Directors has overall responsibility for the establishment and oversight of the company's risk management framework. The company's risk management policies are established to identify and analyse the risks faced by the company, to set appropriate risk limits and controls and to monitor risks. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the company's activities.
40.1.1 Credit Risk Management
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The carrying amount of following financial assets represents the maximum credit exposure.
Trade Receivables
Trade receivables are non-interest bearing. To manage credit risk in respect of trade receivables, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends and ageing of accounts receivable. Individual risk limits are set accordingly.
The requirement of impairment of trade receivable is analysed as each reporting date. Based on historic default rates and overall credit worthiness of customers, management believes that no impairment allowance is required in respect of outstanding trade receivables as on March 31,2023.
40.1.2 Liquidity Risk
Liquidity Risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at reasonable price. The company's treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the company's net liquidity position through rolling forecast on the basis of expected cash flows.
40.1.3 Interest rate risk
Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the company's position with regards to the interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in it total portfolio.
With all other variables held constant, the following table demonstrates the impact of the borrowing cost on floating rate portion of loans and borrowings and excluding loans on which interest rate swaps are taken.
40.1.4 Foreign currency risk
The company operates internationally and is exposed to currency risk on account of its receivables in foreign currency. The functional currency of the company is Indian Rupee. The company uses forward exchange contracts to hedge its currency risk primarily with USD, most with a maturity of less than one year from the reporting date.
The company does not use derivative financial instruments for trading or speculative purposes.
40.1.5 PriceRisk
The Company does not have any significant investments in equity instruments which create an exposure to price risk.
40.2 Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loan borrowings.
The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.
41 Capital management
For the purposes of the Company's capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company's Capital Management is to maximise shareholder value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirement of the financial covenants.
The company monitors capital using gearing ratio, which is net debt divided by total equity plus debt.
42 In terms of Ind AS 36 - Impairment of Assets issued by ICAI, the management has reviewed its fixed assets and arrived at the conclusion that impairment loss which is difference between the carrying amount and recoverable value of assets, was not material and hence no provision is required to be made.
Notes forming part of financial statements
49 Pursuant to a share purchase agreement dated November 24,2022 the company has acquired 100% stake in Mindefft Technologies Private Limited on January 02, 2023 for a total consideration of Rs. 500 lakhs paid fully in cash in two tranches of Rs. 324 lakhs for 60% of the shares on January 02, 2023 and Rs. 176 lakhs for balance 40% of the shares of the company on March 02, 2023. The accounting for the transaction has been carried out in compliance with Ind AS 103-"Business Combinations". The said company is engaged in the business of Blockchain and enterprise solutions with constant tech innovations.
50 The Company evaluates events and transactions that occur subsequent to the Balance Sheet date prior to the approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the Financial Statements. The Board of Directors, in its meeting held on May 16, 2023, has proposed a final dividend of Rs. 0.25 per equity share for the financial year ended March
31, 2023.The proposal is subject to the approval of shareholders at the Annual General Meeting. None of the subsidiary of the company has declared dividend for the financial year ended March 31,2023.
51 The company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder. No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
52 The Company does not have any transactions with companies struck off.
53 The company does not have any charges or satisfaction, which is yet to be registered with ROC beyond the statutory period.
54 The Company has not traded or invested in crypto currency or virtual currency during the financial year.
55 As on March 31, 2023, there is no unutilised amounts in respect of long term borrowings from banks and the borrowed funds have been utilised for the specific purpose for which the funds were raised.
56 The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 ( Such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
57 The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
58 The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
59 Previous year's figures have been regrouped/re-arranged/recasted, wherever necessary, so as to make them comparable with current year's figures.
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