Dear Members,
We are delighted to present the report on our business and operations
for the financial year ended 31st March 2023.
FINANCIAL RESULTS
The Company's Financial results (standalone & consolidated)
for the year ended 31st March 2023 is provided in the Annual Report.
( . In Lakhs)
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Net sales/income from operations |
11,438.59 |
11,679.36 |
1,835.60 |
2,051.81 |
Less: Direct cost |
467.10 |
1,022.72 |
52.13 |
579.53 |
Indirect Cost |
9,486.83 |
10,338.97 |
1,200.51 |
1,390.21 |
Profit / (Loss) from
operations before other income, finance costs and exceptional items |
1,484.66 |
317.67 |
582.96 |
82.07 |
Other income |
44.09 |
70.05 |
40.20 |
71.03 |
Profit / (Loss) from
ordinary activities before finance costs and exceptional items |
1,528.75 |
387.72 |
623.16 |
153.10 |
Finance costs |
92.23 |
57.91 |
1.46 |
3.30 |
Profit / (Loss) from
ordinary activities after finance costs but before exceptional items |
1,436.53 |
329.81 |
621.69 |
149.80 |
Exceptional items* |
152.40 |
2,779.47 |
- |
- |
Profit / (Loss) from ordinary activities
before tax |
1,588.96 |
3,109.28 |
621.69 |
149.80 |
Tax expense |
103.65 |
74.38 |
84.44 |
69.19 |
Net Profit / (Loss) from ordinary
activities after tax |
1,485.29 |
3.034.90 |
537.26 |
80.61 |
Net Profit / (Loss) for the period |
1,485.29 |
3,034.90 |
537.26 |
80.61 |
Other Comprehensive Income (net of tax |
1,329.28 |
404.27 |
3.44 |
2.45 |
Total Comprehensive Income |
2,814.57 |
3,439.17 |
540.70 |
83.06 |
Basic EPS |
8.77 |
17.92 |
3.17 |
0.48 |
Diluted EPS |
7.53 |
15.38 |
2.72 |
0.41 |
There are no material changes and commitments affecting the financial
position of your Company which have occurred between the end of the financial year ended
2022-23 and the date of this report.
I. STATE OF COMPANY'S AFFAIRS
GSS primary focus is in the ADMS (Application Development and
Maintenance Services), IMS (Infrastructure Management Services) and Healthcare services,
while our major revenue contributor has been Professional Services. We continue to execute
our business operations under the same units as last year. As we continue to meet
customers, we remain convinced of the huge potential our company has given the services we
offer today. We not only intend to leverage on our existing customer base to drive growth
we will also be focusing on emerging technologies in the Business Intelligence and
Analytics areas, which will be driving transformation and be within the demand circle.
II. CONSOLIDATED ACCOUNTS
The consolidated financial statements of your Company for the financial
year 2022-23, are prepared in compliance with applicable provisions of the Companies Act,
2013, Indian Accounting Standards (Ind AS) and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of
India (SEBI). The consolidated financial statements have been prepared on the basis of
audited financial statements of the Company, its subsidiary companies, as approved by
their respective Board of Directors.
III. SUBSIDIARIES
A separate statement (Form No. AOC-1) containing the salient features
of financial statements of all subsidiaries of your Company forms part of consolidated
financial statements in compliance with Section 129 and other applicable provisions, if
any, of the Companies Act, 2013. The financial statements of the subsidiary companies and
related information are available for inspection by the members at the Registered Office
of your Company during business hours on all days except Saturdays, Sundays, and public
holidays up to the date of the Annual General Meeting (AGM) as required under Section 136
of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial
statements may write to the Company Secretary at the Registered Office of your Company.
The financial statements including the consolidated financial statements of subsidiaries
and all other documents required to be attached to this report have been uploaded on the
website i.e. www.gssinfotech.com
IV. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this
Report and gives detail of the overall industry structure, developments, performance, and
state of affairs of the Company's various businesses during the financial year ended 31
March 2023, is enclosed as Annexure [E] to this report.
V. CORPORATE GOVERNANCE REPORT
In compliance with the Regulations 34 of Listing Regulations, a
separate report on Corporate Governance along with a certificate from the Auditors on its
compliance forms an integral part of this Report and is enclosed as Annexure [F] to this
report.
VI. DIVIDEND
The Board of Directors did not recommend dividend for the financial
year ended 31 March 2023.
VII. PUBLIC DEPOSITS
During the financial year 2022-23, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together
with the Companies (Acceptance of Deposits) Rules, 2014.
VIII.DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Rambabu Sampangi Kaipa, Non-Executive Director is liable to retire
by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies
Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules,
2014) and being eligible has offered himself for re- appointment. Appropriate resolution
for his re-appointment is being placed subject to the approval of the shareholders of the
company in the ensuing AGM.
Key Managerial Personnel:
Mr. Bhargav Marepally is the Chief Executive Officer and Managing
Director of the Company.
Mr. P.S.Phaninder Nath is the Chief Financial Officer of the Company.
He was appointed in office w.e.f 12th August, 2022
Ms. R.K.Pooja is the Company Secretary and Compliance Officer of the
Company. She was appointed in office w.e.f 12th August, 2022
The Key Managerial Personnel have been appointed in accordance with the
provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Mr. Bhargav Marepally, CEO & Managing Director, Mr. P.S.Phaninder
Nath., CFO and Ms. R.K.Pooja, Company Secretary & Compliance Officer, are the Key
Managerial Personnel of your Company during the FY 22-23 in accordance with the provisions
of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s)
or re-enactment(s) for the time being in force).
Annual Evaluation of Board's Performance:
In terms of the provisions of the Companies Act, 2013 read with Rules
issued thereunder and the Listing Regulations, the Board of Directors on recommendation of
the Nomination and Remuneration Committee, have annually evaluated the effectiveness of
the BOD for the financial year 2022-23.
IX. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS
OF EMPLOYEES:
The remuneration paid to the Directors is in accordance with the
Nomination and Remuneration Policy formulated in accordance with Section 178 of the
Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory
modification(s) or re-enactment(s) for the time being in force). The salient aspects
covered in the Nomination and Remuneration Policy has been outlined in the Corporate
Governance Report which forms part of this report. None of the Directors draw remuneration
from the Company other than sitting fees paid to the eligible directors.
The information required under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of Directors of your Company is set out in Annexure [B] to this report and is also
available on the website of your Company (www.gssinfotech.com).
X. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
The details of the number of Board and Audit Committee meetings of your
Company are set out in the Corporate Governance Report Annexure [G] which forms an
integral part of this Report.
XI. DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under the
provisions of Companies Act, 2013 and are in compliance with Rule 6(3) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015., Further, they
have affirmed compliance with the Code of conduct laid down under Schedule IV of the
Companies Act, 2013.
Opinion of the Board [Rule 8(5)(iiia) of Companies (Accounts) Rules,
2014]
The Board opines that all the Independent Directors of the Company
strictly adhere to corporate integrity, possess the requisite expertise, experience and
qualifications to discharge the responsibilities as an Independent Director as mandated by
the Companies Act, 2013 and the Rules made thereunder and by the SEBI Regulations. All the
independent Directors of your Company have been registered and are members of the
Independent Directors Databank maintained by the Indian Institute of Corporate Affairs
(IICA). Independent Directors were already granted exemption from appearing for the Online
Proficiency Self-Assessment test conducted by IICA. Independent Director will appear for
the online Proficiency Self-Assessment test before the due date
Company's policy on Directors' appointment and remuneration and
Criteria for determining qualifications, Positive Attributes and Independence of a
Director [Section 134(3)(e)]
The Company has constituted a Nomination and Remuneration Committee
which has been entrusted the responsibility of selecting and recommending the appointment
and remuneration of Directors. The Committee while making appointments and fixing the
remuneration of Directors will take into consideration the following: a) their
qualification b) past record, especially their credentials and achievements, experience,
past remuneration c) job profile and suitability d) comparative remuneration with the
industry in line with the size and profits of the Company e) their pecuniary relationship
with the promoters.
Further, the Nomination and Remuneration Committee also, while
recommending and appointing independent Directors will evaluate the following: a) their
qualification b) credentials, past experience in the fields of finance, management,
technology, taxation and other related fields c) expertise in similar industry d)
confirmation from the Internal Auditors that there is no pecuniary relationship with the
Company or other parties in terms of Section 149(6) of the Companies Act, 2013.
The terms and conditions for appointment of Independent Directors and
the Code of Conduct of the Board of Directors and Senior Management Personnel are
available on the Company's website and can be accessed at
https://www.gssinfotech.com/wp-content/uploads/2020/01/terms-and-conditions-of-appointment-of-independent-directors.pdf
XII. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013, (including
any statutory modification(s) or re-enactment(s) for the time being in force), the
Directors of your Company confirm that: (a) In the preparation of the annual accounts for
the financial year ended 31 March 2023, the applicable Indian Accounting Standards (Ind
AS) and Schedule III of the Companies Act, 2013, (including any statutory modification(s)
or re- enactment(s) for the time being in force) have been followed and there are no
material departures from the same; (b) The Directors have selected such accounting
policies and applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of your
Company as at 31 March 2023 and of the profit and loss of the Company for the financial
year ended 31 March 2023;
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the Provisions of the Companies Act, 2013,
(including any statutory modification(s) or re-enactment(s) for the time being in force)
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; (d) The annual accounts have been prepared on a 'going concern'
basis; (e) Proper Internal Financial Controls laid down by the Directors were followed by
the Company and that such Internal Financial 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 that such systems were adequate and operating
effectively.
XIII.AUDITORS AND AUDITORS' REPORT
The Statutory Auditors of the Company, M/s. Rambabu & Co.,
Chartered Accountants (Firm Registration No. 002976S) were appointed by the members at the
16th AGM held on 30th September 2019, for a term of five (5) years till the conclusion of
the 21st Annual General Meeting of your company to be held in 2024, in
accordance with section 139 of the Companies Act, 2013.
The Auditors' Report issued by the Statutory Auditors for the financial
year ended 31 March 2023 forms part of this Report and does not contain any Audit
qualification, for which the reply of Directors is required. The Statutory Auditors of the
Company have not reported any fraud as specified under the second proviso of Section
143(12) of the Companies Act, 2013 (including any statutory modification(s) or
re-enactment(s) for the time being in force).
XIV. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, your Company has appointed Ms. Neha Pamnani, Practicing Company Secretary
(Membership No.: 44300, and CP No: 24045, Hyderabad, to conduct the Secretarial Audit of
your Company. The Secretarial Audit Report is annexed herewith as Annexure [C] to this
Report. The Secretarial Audit report issued by the Secretarial Auditor for the financial
year ended 31 March 2023 forms part of this report and does not contain any Audit
Qualifications, for which the reply of the Directors is required.
XV. EXTRACT OF ANNUAL RETURN
The details forming part of the Annual Return in Form MGT-7 in
accordance with Section 92(3) of the Companies Act, 2013 and subsequent amendments issued
by the MCA vide Notification dated 05th March, 2021 is available on the company's website
www.gssinfotech.com and can be accessed through the link: https://
www.gssinfotech.com/wp-content/uploads/2023/09/MGT-9_22-23.pdf
XVI.RELATED PARTY TRANSACTIONS
During the financial year 2022-23, your Company has entered into
transactions with related parties as defined under Section 2(76) of the Companies Act,
2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in
the ordinary course of business and on arms' length basis and in accordance with the
provisions of the Companies Act, 2013, Rules issued thereunder and Listing Regulations.
During the financial year 2022-23, there were no transactions with related parties which
qualify as material transactions under the Listing Agreement.
The details of the related party transactions as required under Indian
Accounting Standard - 24 are set out in point 30 of the notes to the Standalone Financial
Statements forming part of this Annual Report. The Form AOC-2 pursuant to Section 134 (3)
(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014
is set out as Annexure [D] to this Report.
XVII.LOANS AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,
2014 are as follows:
A. Details of investments made by the Company.
(i) Investments in Equity Instruments in wholly owned Subsidiaries as
at 31 March 2023:
(In Indian )
Particulars |
31 March 2023 |
31 March 2022 |
GSS Infotech Inc (Delaware) |
890,940,578 |
890,940,578 |
1,500 (31 March 2022:
1,500) equity shares of $ 1 each fully paid up in GSS Infotech Inc (Delaware) |
|
|
GSS Healthcare IT Solutions
Private Limited 9,990 (31 March 2022: 9,990) Equity Shares of Rs. 10 - Each fully paid up
in GSS Healthcare IT Solutions Private Limited. |
99,900 |
99,900 |
GSS IT Solutions Private
Limited 9,990 (31 March 2022: 9,990) Equity Shares of Rs. 10/- Each fully paid up in GSS
IT Solutions Private Limited. |
99,900 |
99,900 |
Polimeraas Agros Private
Limited 9,90,000 (31 March 2022: 0) Equity Shares of Rs. 10/- Each fully paid up in
Polimeraas Limited |
24,75,00,000 |
-- |
(ii) Investments in Debt Instruments by the Company as at 31 March
2023: Nil
B. Details of Amounts advanced to Subsidiary Companies by the Company
pursuant to clause 32 of the Listing Agreement as at 31 March 2023: Nil
Particulars |
31 March 2023 |
31 March 2022 |
Advances in companies:
Polimeraas Limited (BALANCING FIGURES) |
|
|
Advance for acquisition |
25,00,000 |
24,00,00,000 |
Advance for Operations |
12,41,00,000 |
5,50,00,000 |
C. There are no guarantees issued by your Company in accordance with
Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.
XVIII.a) EMPLOYEE STOCK OPTION SCHEME:
The Stock exchanges accorded in-principal approval for listing of
20,00,000 shares under the GSS Infotech Limited Restricted Employee Stock Option Plan
2013. However, no shares were granted to the eligible employees during the financial year
ended 31 March 2023.
In compliance with the requirements of the SBEB Regulations, a
certificate from Secretarial auditor confirming implementation of ESOP Scheme in
accordance with the said regulations and shareholder's resolution will be available
electronically for inspection by the members during the annual general meeting of the
Company and the same is available at www.gssinfotech.com The details of stock options are
as mentioned in Annexure D1 and forms part of this Report. b) ISSUE OF SHARES, DEBENTURES,
CONVERTIBLE SECURITIES, etc.
No shares were issued and allotted during the financial year 2022-2023
XIX.VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral, and
legal business conduct. Accordingly, the Board of Directors have formulated a Whistle
Blower Policy which is in compliance with the provisions of Section 177 (10) of the
Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulation. The policy provides
for a framework and process whereby concerns can be raised by its employees against any
kind of discrimination, harassment, victimization, or any other unfair practice being
adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of
your Company have been outlined in the Corporate Governance Annexure [G] report which
forms part of this report.
XX. INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate Internal Financial Controls with
reference to the financial statements, some of which are outlined below: Your Company has
adopted accounting policies which are in line with the Indian Accounting Standards (Ind
AS) prescribed in the Companies (Indian Accounting Standards) Rules, 2015 that continue to
apply under Section 133 and other applicable provisions, if any, of the Companies Act,
2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of
the Companies Act, 1956, to the extent applicable. These are in accordance with Generally
Accepted Accounting Principles (GAAP) in India. Changes in policies, if any, are approved
by the Audit Committee in consultation with the Auditors.
The policies to ensure uniform accounting treatment are prescribed to
the subsidiaries of your Company. The accounts of the subsidiary companies are audited and
certified by their respective Auditors for consolidation. Your Company, in preparing its
financial statements makes judgments and estimates based on sound policies and uses
external agencies to verify/validate them as and when appropriate. The basis of such
judgements and estimates are also approved by the Auditors and Audit Committee.
The Management periodically reviews the financial performance of your
Company against the approved plans across various parameters and takes necessary action,
wherever necessary.
Your Company has a code of conduct applicable to all its employees
along with a Whistle Blower Policy which requires employees to update accounting
information accurately and in a timely manner. Any non-compliance noticed is to be
reported and actioned upon in line with the Whistle Blower Policy. Your Company gets its
standalone accounts audited every quarter by its Internal Auditors.
XXI.RISK MANAGEMENT
The Board regularly discusses the significant business risks identified
by the Management and the mitigation process to be adopted by the Company. At present,
there exists no element of risk which threatens the existence of the Company.
XXII.SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company and its operations
in future.
However, the Board of Directors in the meeting held on 24th
December, 2021 had considered and approved the Draft Scheme of Merger of Polimeraas Agros
Private Limited (formerly known as Polimeraas Agros LLP) with GSS Infotech Limited. The
Pre Lisitng Approvals with the NSE and the BSE were filed subsequently. The company is
awaiting the approvals of the Stock Exchanges for undertaking further course of action.
The details of the Scheme are hosted on the company's website www.gssinfotech.com for the
information of the general public.
Material Changes and commitments [Section 134(3)(l)]
There have been no material changes and commitments in the company that
needs specific disclosures as per the stated provisions during the FY 22-23.
The NCLT Meeting of the Equity Shareholders & Unsecured Creditors
of the company was held on 05.07.2023 to consider and approve the Scheme of Merger of M/s.
Polimeraas Agros Private Limited with GSS Infotech Limited. The Scheme was approved via
Special resolution. Relevant disclosures and filings in this regard have been made to the
stock exchanges.
Nature of business [Rule 8(5)(ii) of Companies (Accounts) Rules, 2014]
The company is involved in the business of providing software solutions
and e-commerce services to its clients.
Maintenance of Cost records [Rule 8(5)(ix) of Companies (Accounts)
Rules, 2014]
The Company has been maintaining Cost records as required under the
provisions of the Companies Act, 2013.
Proceedings pending under the Insolvency and Bankruptcy Code, 2016
[Rule 8(5)(xi) of Companies (Accounts) Rules, 2014]
No application has been made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.
Difference in Valuation [Rule 8(5)(xii) of Companies (Accounts) Rules,
2014]
The Company has never made any One Time Settlement against the Loans
obtained from Banks and Financial institutions and hence this clause is not applicable.
XXIII.CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board of Directors have constituted the CSR Committee at its
meeting held on 29th May 2019 pursuant to the provisions of Section 135 of the
Companies Act, 2013 and the rules thereunder as applicable to your Company.
Composition of the CSR Committee is:
Sr. |
Particulars |
Category |
Designation |
1 |
Mr. Rambabu Sampangi Kaipa |
Non-Executive - Non-Independent Director |
Chairman |
2 |
Mrs. Nagajayanthi Das Juttur Raghavendra |
Non-Executive - Independent Director |
Member |
3 |
Mr. Prabhakara Rao Alokam |
Non-Executive - Independent Director |
Member |
NOTE: The company does not fall into the limit as prescribed under the
section 135 of the Companies Act, 2013. Hence the company has not spent on the CSR
Activities.
XXIV.REPORTING UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has in place Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The Company has not received any
Complaints during the period under review
XXV.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO i. Details of Conservation of Energy:
Your Company's operations consume very low levels of energy. It is
pleasure to announce that your Company's technology center has latest technology energy
management system based on human occupancy. As the cost of energy consumed by the Company
forms a very small portion of the total costs, the impact of changes in energy cost on
total costs is insignificant. ii. Technology, absorption, adaptation, and innovation
Your Company is a technology driven organization and understands the
importance of technical expertise from time to time. It has successfully built such
expertise over a period of years and shall continue to with emerging technologies to be on
a leading edge to offer its customers the state of art solutions. Your Company's quality
systems are ISO 9001:2008 and ISO 27001:2005 certified, which reflects a high degree of
technology absorption, adoption, and innovation across various operating layers within the
Company. During the year technology absorption activities, have mainly created on:
Network Operations Center
Disaster Recovery Center
IT Infrastructure Management
Offshore Development Center using BOT delivery model
Software Testing Service using SaaS Model
Wholly owned subsidiary rendering BPO healthcare services in India.
iii. Foreign Exchange Earnings and Outgo a. Activities relating to Exports:
The Company is in the business of software exports. All efforts of the
Company are geared to increase the business of software exports in different products and
markets. b. Total Foreign Exchange Earnings used and earned:
Particulars |
2022-23 ( ) |
2021-22 ( ) |
Foreign Exchange expenditure (on Accrual
basis) |
58,024 |
38,344 |
Foreign Exchange earned (on Accrual basis) |
17,51,27,212 |
18,19,97,373 |
XXVI.APPRECIATION
Your Directors wish to convey their gratitude and place on record their
appreciation for all the employees at all levels for their hard work, solidarity,
cooperation, and dedication during the year.
Your Directors sincerely convey their appreciation to customers,
shareholders, vendors, bankers, business associates, regulatory and government authorities
for their continued support.
For GSS Infotech Limited
|
Sd/- |
Sd/- |
Place: Hyderabad |
Bhargav Marepally |
Prabhakara Rao Alokam |
Date: 14.08.2023 |
CEO & Managing Director |
Director |
|
DIN: 00505098 |
DIN: 02263908 |
|