Mar 31, 2018
BOARD''S REPORT
Dear Members,
We are delighted to present the report on our business and operations for the financial year ended 31st March 2018
FINANCIAL RESULTS
The Company''s Financial results (standalone & consolidated) for the year ended 31st March 2018 is provided in the Annual Report.
|
(Rs in Lakhs) |
|||
Particulars |
Consolidated |
Standalone |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Net sales/income from operations |
14,177.47 |
15,486.22 |
2,275.13 |
2,339.53 |
Less: Direct cost Indirect Cost |
1,713.41 11,742.60 |
3,091.81 12,235.03 |
319.40 1,609.99 |
279.15 2,085.75 |
Profit / (Loss) from operations before other income, finance costs and exceptional items |
721.46 |
159.38 |
345.74 |
(25.37; |
Other income |
7.85 |
106.40 |
0.99 |
97.67 |
Prof it /(Loss) from ordinary activities before finance costs and exceptional items |
729.31 |
265.78 |
346.73 |
72.30 |
Finance costs |
106.60 |
157.15 |
28.31 |
85.00 |
Profit / (Loss) from ordinary activities after finance costs but before exceptional items |
622.71 |
108.63 |
318.42 |
(12.70) |
Exceptional items* |
- |
5,284.38 |
- |
4,324.49 |
Profit / (Loss) from ordinary activities before tax |
622.71 |
(5,175.75; |
318.42 |
(4,337.19) |
Tax expense |
(109.37) |
637.97 |
(129.12) |
631.14 |
Net Profit/ (Loss) from ordinary activities after tax |
732.08 |
(5,813.72) |
447.54 |
(4,968.33) |
Net Profit / (Loss) for the period |
732.08 |
(5,813.72) |
447.54 |
(4,968.33) |
*ln the Financial Year 2016-17, the Company had provided for Rs. 3,329.58 lakhs towards diminution in the value of Company''s Investment in Wholly owned foreign subsidiaries, consequent upon sale of one of the step down WOS as per the audited financials of WOS. Further, exceptional items include old advances not recoverable amounting to Rs. 800 lakhs and reversal of lapsed advance tax of Rs. 194.90 lakhs.
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 2017-18 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 2017-18, 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 of your Company www.gss infotech.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 31st March, 2018, is enclosed as Annexure [F] 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 [G] to this report.
VI. DIVIDEND
The Board of Directors did not recommend dividend for the financial year ended 31st March, 2018.
VII. PUBLIC DEPOSITS
During the financial year 2017-18, 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. Bhargav Marepally, Managing 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 have offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. Your Directors recommend the re-appointment of Mr. Bhargav Marepally (DIN 00505098), as Managing Director of your Company.
Mr. Mark Agnelo Silgardo has resigned as Non-Executive Director of the Company with effect from 17th January, 2018.
Mr. Madhukar Chimanal Sheth has resigned as Non-Executive Director of the Company with effect from 14th February, 2018.
Mr. Sanjay Heda has resigned as Chief Financial Officer of the Company with effect from 01st June, 2018.
Mr. Vishnubhatla Ravikumar Jatavallabha appointed as Chief Financial Officer of the Company with effect from 04th June, 2018.
Mrs. Esha Sinha has resigned as Company Secretary and Compliance Officer of the Company with effect from 13th November, 2017.
Mr. Mohammad Anwar ul Haq Abdul Mannan appointed as Company Secretary and Compliance Officer of the Company
with effect from 15th November, 2018.
Key Managerial Personnel:
⢠Mr. Bhargav Marepally is the Chief Executive Officer and Managing Director of the Company.
⢠Mr. Vishnubhatla Ravikumar Jatavallabha is the Chief Financial Officer of the Company.
⢠Mr. Mohammad Anwar ul haq Abdul Mannan is the Company Secretary and Compliance Officer of the Company.
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. Vishnubhatla Ravikumar Jatavallabha, CFO and Mr. Mohammad Anwar ul haq Abdul Mannan, Company Secretary & compliance officer, are the Key Managerial Personnel of your Company 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 Board/Director(s) for the financial year 2017-18.
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, read with the Schedules and Rules issued thereunder as well as Listing Regulations.
XII. DIRECTORS'' 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 31st March, 2018, 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 31st March, 2018 and of the profit and loss of the Company for the financial year ended 31st March, 2018;
(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 AUDITOR''S REPORT
The Statutory Auditors of the Company, M/s. Sarath and Associates, Chartered Accountants (Firm Registration No. 005120S) were re-appointed by the members at the 13th AGM held on 30th September, 2016, for a term of three (3) years till the conclusion of the 16th Annual General Meeting of your company to be held in 2019, in accordance with section 139 of the Companies Act, 2013.
The Auditors'' Report issued by the Statutory Auditors for the financial year ended 31st March 2018 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) orre-enactment(s)forthetime 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 Mr. Sunil Kumar Kacham from M/s. SUNIL KACHAM AND ASSOCIATES, Practicing Company Secretaries (Membership No.: 46155, and CP No: 16820), 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 31st March, 2018 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 extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure [D] to this Report.
XVI. RELATED PARTY TRANSACTIONS
During the financial year 2017-18, 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 2017-18, 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 [E] 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 31st March, 2018:
|
(In Indian Rs) |
|
Particulars |
31st March 2018 |
31st March 2017 |
GSS Infotech Inc (Delaware) GSS Infotech Inc (Delaware) 1,500 (31-March-2017: 1,500) equity shares of $ 1 each fully paid up in GSS Infotech Inc (Delaware) |
736,185,789 |
540,522,338 |
GSS Healthcare IT Solutions Private Limited 9,990 (31- March-2017: 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-2017: 9,990) Equity Shares of Rs. 10/-Each fully paid up in GSS IT Solutions Private Limited. |
99,900 |
99,900 |
B. Details of Amounts advanced to Subsidiary Companies by the Company pursuant to clause 32 of the Listing Agreement as at 31st March 2018:
|
(In Indian Rs) |
|
Name of Subsidiary |
Balance as at 31.03.2018 |
Balance as at 31.03.2017 |
GSS Infotech Inc (Delaware) |
14,42,21,972 |
14,37,78,485 |
GSS IT Solutions Pvt. Ltd |
0.00 |
18,50,000 |
GSS Healthcare IT Solutions Pvt. Ltd |
0.00 |
1,48,21,533 |
These amounts are advanced to fully owned subsidiaries towards carrying out the principal business activities of the subsidiaries. These funds are utilized in the regular course of business by the subsidiaries and shall be received back. Interest is not charged since these amounts are advanced to subsidiaries for the purpose of overall growth of the business of the GSS Group.
C. There a re no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.
XVIII. 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 31st March, 2018.
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 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.
XXIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR provisions under Section 135 of the Companies Act, 2013 are not applicable to your Company.
XXIV. REPORTING UNDER SEXUAL HARRASEMENT 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.
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 |
2017-18 (Rs) |
2016-17 (Rs.) |
Foreign Exchange expenditure (on Accrual basis) |
45,739,897 |
7,23,72,133 |
Foreign Exchange earned (on Accrual basis) |
13,67,94,306 |
14,98,96,782 |
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.
Place: Hyderabad |
Bhargav Marepally |
Prabhakara Rao Alokam |
Date: 01st August, 2018 |
CEO & Managing Director |
Director |
DIN: 00505098 |
DIN: 02263908 |
Annexure [A] to Board''s Report
FINANCIAL PERFORMANCE OF SUBSIDIARIES
The financial performances of each of the subsidiaries included in the consolidated financial statements are detailed below:
|
Amount in Rs (Lakhs) |
||||||
Sr. No |
Name of the Subsidiary/ Joint Venture Company |
Turnover |
Profit/I Loss) Before Tax |
Profit/I Loss) After Tax |
|||
Current Period |
Previous Period |
Current Period |
Previous Period |
Current Period |
Previous Period |
||
Subsidiaries: |
|||||||
1 |
GSS Infotech Inc*, (A Delaware Company) |
12,452.13 |
13,770.46 |
310.66 |
(4,157.23) |
308.44 |
(4,164.47) |
2 |
GSS IT Solutions Private Limited |
- |
- |
(0.23) |
(1.15) |
(13.66) |
(1.15) |
3 |
GSS Healthcare IT Solutions Private Limited |
- |
- |
4.70 |
(4.12) |
0.59 |
(3.71) |
Annexure [B] to Board''s Report
nformation required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Vlanagerial Personnel) Rules, 2014
\. Ratio of remuneration of each Director to the median remuneration of all the employees of your Company for the financial Year 2017-18 is as follows:
(Amounting) |
||
Name of Director |
Total Remuneration |
Ratio of remuneration of director to the Median remuneration |
Mr. Bhargav Marepally |
Nil |
Nil |
Mr. Ramesh Yerramsetti |
40,000 |
0.10 |
Mr. Madhukar Chimanlal Sheth |
85,000 |
0.21 |
Mr. Mark Silgardo |
Nil |
Nil |
Mr. Patri Venkata Ramakrishna Prasad |
40,000 |
0.10 |
Mr. Keerthy Jaya Tilak |
65,000 |
0.16 |
Mrs. Nagajayanthi Das Juttur Ragavendra |
120,000 |
0.30 |
Mr. A Prabhakara Rao |
50,000 |
0.13 |
Mr. LG.S.Padma Rao |
45,000 |
0.11 |
Notes:
1. The information provided above is on standalone basis.
2. The aforesaid details are calculated on the basis of remuneration for the financial year 2017-18.
3. The remuneration to Directors is only the sitting fees paid to them for the financial year 2017-18. The sitting fees for attending each of the Board and other Committee meetings is Rs. 20,000/- and Rs. 5,000/- respectively.
4. Median remuneration of the Company for all its employees is Rs. 4,00,000 for the financial year 2017-18.
B. Details of percentage increase/fdecrease) in the remuneration of each Director, CFO & Company Secretary in the financial year 2017-18
|
(Amount in Rs) |
|||
Name of the Director/ Chief Financial Officer/ CompanySecretary |
Designation |
Remuneration |
Increase/ (Decrease) (%) |
|
2017-18 |
2016-17 |
|||
Mr. Bhargav Marepally |
Managing Director |
Nil |
Nil |
Nil |
Mr. Ramesh Yerramsetti |
Director |
40,000 |
80,000 |
-100% |
Mr. Madhukar Chimanlal Sheth |
Director |
85000 |
120000 |
-41% |
Mr. Mark Silgardo |
Director |
Nil |
Nil |
Nil |
Mr. Patri Venkata Ramakrishna Prasad |
Director |
40,000 |
80,000 |
-100% |
Mr. Keerthy Jaya Tilak |
Director |
65000 |
210000 |
-223% |
Mrs. Nagajayanthi Das Juttur Ragavendra |
Director |
120000 |
210000 |
-75% |
Mr. A Prabhakara Rao |
Director |
50000 |
Nil |
* |
Mr. LG.S.Padma Rao |
Director |
45000 |
Nil |
* |
Mr. Sanjay Heda |
CFO |
3,144,042 |
2,745,832 |
13% |
Ms. Esha Sinha* (Resigned on 13.11.2017 ) |
CS |
232958 |
2,48,909 |
* * |
Mr. Mohammad Anwar ul haq* (Appointed on 15.11.2017 ) |
CS |
186927 |
Nil |
* |
1. The information provided above is on Standalone basis.
2. *Percentage increase/(decrease) in remuneration not reported as they were holding the office of Directorship/CS for part of the financial year 2016-17 or 2017-18.
3. The remuneration to Directors is only the sitting fees paid to them for the financial year 2017-18.
C. Percentage increase/ (Decrease) in the median remuneration of all employees in the financial year 2017-18:
|
(Amount in Rs) |
||
2017-18 |
2016-17 |
Increase/ (Decrease) (%) |
|
Median remuneration of all employees per annum |
4,00,000 |
3,84,000 |
4.17 |
D. Number of permanent employees on the rolls of the Company as on 31st March 2018:
Executive/Manager cadre |
13 |
Staff |
146 |
Operators/Workmen |
4 |
Total |
163 |
E. Comparison of average percentage increase/fdecrease) in salary of employees other than the key managerial personnel and the percentage increase/fdecrease) in the key managerial remuneration:
|
(Amount in Rs) |
||
2017-18 |
2016-17 |
Increase/fDecrease) (%) |
|
Average Salary of all employees other than Key Managerial Personnel |
6,44,638 |
2,98,561 |
116 |
Salary of CEO & MD (Key Managerial Personnel) |
Nil |
Nil |
Nil |
Salary of CFO & CS* (Key Managerial Personnel) |
35,63,927 |
31,59,604 |
* |
The above information is being provided on Standalone Basis.
*The CS was employed for part of the financial year of 2017-18 or 2016-17. Therefore, the Increase/ decrease have not been reported.
F. Affirmation:
Pursuant to Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.
Annexure [C] to Board''s Report
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
GSS Infotech Limited
Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District, Hyderabad - 500081.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GSS Infotech Limited (hereinafter called ''the Company''). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 ("Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by GSS Infotech Limited for the financial year ended on 31st March, 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment (Foreign Direct Investment and External Commercial Borrowings are not Applicable to the Company during the Audit Period);
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act'') viz.: -
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - not applicable during the audit period.
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28th October, 2014 - not applicable during the audit period.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - not applicable during the audit period.
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - not applicable during the audit period and
(h) The Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998; - not applicable during the audit period
The following are the specific laws which are applicable to the Company:
a) Contract Labour (Regulation and Abolition) Act, 1970.
b) Employees'' Provident Funds and Miscellaneous Provisions Act, 1952.
c) Employees State Insurance Act, 1948.
d) Payments of Wages Act, 1936.
e) Payment of Bonus Act, 1965.
f) Shops and Commercial Establishment Act.
g) Labour Welfare Fund Act. h) The Professional Tax Act.
i) Minimum Wages Act, 1948.
j) The Workmen''s Compensation Act, 1923.
k) Payment of Gratuity Act, 1972.
I) The Equal Remuneration Act, 1976.
m) The Maternity Benefit Act, 1961.
n) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) Listing Agreement entered into by the Company with Stock Exchanges and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015
During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. Mentioned above except to the extent as mentioned below:
We further report that:
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
For Sunil Kacham & Associates |
|
Sunil Kumar Kacham |
|
Practicing Company Secretary |
|
Place: Hyderabad |
ACS No: 46155 |
Date: 16th July, 2018 |
CP. No: 16820 |
This report is to be read with our letter of even date which is annexed as ''Annexure A'' and forms an integral part of this report.
''AnnexureA''
To,
The Members
GSS Infotech Limited
Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District, Hyderabad - 500081.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on the secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.
For Sunil Kacham & Associates |
|
Sunil Kumar Kacham |
|
Practicing Company Secretary |
|
Place: Hyderabad |
ACS No: 46155 |
Date: 16th July, 2018 |
CP. No: 16820 |
Annexure [D] to Board''s Report
Extract of Annual Return as at 31st March, 2018, Form No. MGT-9
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
i) CIN |
L72200TG2003PLC041860 |
ii) Registration Date |
13.10.2003 |
iii) Name of the Company |
GSS Infotech Limited |
iv) Category/Sub-Categoryof the Company |
Public Company Limited by shares |
v) Address of the Registered Office and Contact Details:
Company Name |
GSS Infotech Limited |
Address |
Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District Hyderabad - 500081 Telangana State, India |
Telephone with STD Area Code Number |
91 40 4455 66 00 |
Email Address |
|
Website, if any |
www.gssinfotech.com |
vi) Whether shares listed on recognized Stock Exchange(s): Yes
Details of the Stock Exchanges where shares are listed: |
||
Sr. No. |
Stock Exchange |
Name Code |
1. |
BSE Limited (BSE) |
532951 |
2. |
The National Stock Exchange of India Limited (NSE) |
GSS |
vii) Name and Address of Registrar & Transfer Agents (RTA):
Name of Registrar & Transfer Agents |
Bigshare Services Private Limited |
Address |
E-2 & 3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai, 400 072, Maharashtra, India |
Pin Code |
400 072 |
Telephone with STD Area Code Number |
91 22 40430200 |
Fax Number |
91 22 28475207 |
Email Address: |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of your company shall be stated:
Name and Description of main products/services |
NIC Code of the Product/service |
% to total turnover of the company |
Computer programming, consultancy and related activities |
620 |
100.00 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
[No.of Companies for which information is being filled-7]
Sr. |
Name and address |
Company Identification |
Holding/ |
%of |
Applicable Section |
No. |
of the Company |
Number/ Global Location |
Subsidiary/ |
Shares Held |
of Companies |
Number |
Associate |
Act, 2013 |
|||
1 |
GSS IT Solutions Private Limited Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District Hyderabad - 500081 Telangana State, India |
CIN:U72400TG2009PTC064514 |
Subsidiary |
100 |
2(87) |
2 |
GSS Healthcare IT Solutions Private Limited Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District Hyderabad - 500081 Telangana State, India |
CIN:U72200TG2013PTC089229 |
Subsidiary |
100 |
2(87) |
3 |
GSS Infotech Inc (Delaware) 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902 |
Federal Id: 27-2907139 |
Subsidiary |
100 |
2(87) |
4 |
GSS Infotech CT Inc (Formerly System Dynamix Corporation) 2842 Main Street Ste#164, Glastonbury, CT 06033 |
Federal Id: 06-1432821 |
Subsidiary |
100 |
2(87) |
5 |
Technovant Inc 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902 |
Federal Id: 20-0398637 |
Subsidiary |
100 |
2(87) |
6 |
Infovision Technologies Inc 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902 |
Federal Id: 20-3731391 |
Subsidiary |
100 |
2(87) |
7 |
Infovista Technologies Inc 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902 |
Federal Id: 20-8455186 |
Subsidiary |
100 |
2(87) |
IV. SHAREHOLDING PATTERN (Equity share capital break-up as percentageto total equity) A. Category-wise Shareholding:
Category of Shareholders |
No. of shares held at the beginning of the year (As on 01.04.2017) |
No. of shares held at the end of the year (As on 31.03.2018) |
% Change during the year |
||||||
Demat |
Physical |
Total |
%of total shares |
Demat |
Physical |
Total |
%of total shares |
||
A. Promoters |
|||||||||
1) Indian a. Individuals/ HUF b. Central Govt. c. State Govt.(s) d. Bodies Corporate e.Banks/FI f. Any other (specify) i. Trusts |
2,910,681 |
- |
2,910,681 |
17.19 |
2,171,992 |
- |
2,171,992 |
12.82 |
(4.37) |
Sub-Total (A) (1) |
2,910,681 |
- |
2,910,681 |
17.19 |
2,171,992 |
- |
2,171,992 |
12.82 |
(4.37) |
2) Foreign a. NRI Individuals b. Other Individuals c. Bodies Corporate d. Banks/ Fl e. Any other (specify) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Sub-Total (A) (2) |
. |
_ |
_ |
_ |
_ |
_ |
_ |
_ |
_ |
Total Shareholding ofPromoter(s) (AHA) (1) (A) (2) |
2,910,681 |
2,910,681 |
17.19 |
2,171,992 |
2,171,992 |
12.82 |
(4.37) |
||
B. Public Shareholding |
|||||||||
1) Institutions a. Mutual Funds/UTI b. Banks/ Fl c. Central Govt. d. State Govt.(s) e. Venture Capital Funds f. Insurance Companies g.Flls/FPI h. Foreign Venture Capital Funds i. Others (specify) |
801,595 1,952,505 |
- |
801,595 1,952,505 |
4.73 11.53 |
801,595 2,537,073 |
- |
801,595 2,537,073 |
4.73 14.98 |
(11.53) 14.98 |
Sub-Total (B)(l) |
2,754,100 |
- |
2,754,100 |
16.26 |
3,338,668 |
- |
3,338,668 |
19.71 |
3.45 |
2) Non-Institutions a. BodyCorporates i. Indian ii. Overseas |
887,010 |
- |
887,010 |
5.24 |
4,370,537 |
4,370,537 |
25.80 |
20.56 |
b. Individuals i. Individual |
2,477,167 |
1 |
2,477,168 |
14.63 |
3,300,292 |
1 |
3,300,293 |
19.49 |
4.86 |
Shareholders holding nominal share capital upto Rs.llakh ii. Individual Shareholders holding nominal share capital in excess of Rs.llakh c Others (specify) i. Non-Resident |
7,435,808 93,634 |
- |
7,435,808 93,634 |
43.90 0.55 |
2,309,428 102,222 |
- |
2,309,428 102,222 |
13.64 0.60 |
(30.26) 0.05 |
Indian ii. Overseas Corporate Bodies iii. Foreign Nationals iv. Clearing |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Members |
13,327 |
_ |
13,327 |
0.08 |
991,203 |
_ |
991,203 |
5.85 |
5.77 |
v Trust |
- |
350,000 |
350,000 |
2.07 |
- |
350,000 |
350,000 |
2.07 |
- |
vi. Foreign Bodies vii. Corporate Body NBFC registered |
|||||||||
with RBI |
15,115 |
- |
15,115 |
0.09 |
2,500 |
- |
2,500 |
0.01 |
(0.08) |
Sub-Total (B) (2) |
10,922,061 |
35,0001 |
13,272,062 |
66.56 |
11,076,182 |
35,0001 |
11,426,183 |
67.46 |
(11.80) |
Total Public |
|||||||||
Shareholding (B)=(B)(1MB)(2) |
13,676,161 |
350,001 |
14,026,162 |
82.90 |
14,414,850 |
350001 |
14,764,851 |
87.18 |
4.28) |
C Shares held by Custodianfor GDRs&ADRs |
|||||||||
Grand Total (A B C) |
16,586,842 |
350,001 |
16,936,843 |
100.00 |
16,586,842 |
350,001 |
16,936,843 |
100.00 |
0.00 |
B. Shareholding of Promoters:
Sr. No. |
Shareholder''s Name |
No. of shares held at the beginning of the year (As on 01.04.2017) |
No. of shares held at the end of the year (As on 31.03.2018) |
% change during the year |
||||
No. of Shares |
%of total Shares of the Company |
%of Shares Pledged/ encumbered to total shares* |
No. of Shares |
%of total Shares of the Company |
%of Shares Pledged/ encumbered to total shares* |
|||
1. |
Mr. Venkata Rameshbabu Yerramsetti |
_ |
_ |
_ |
_ |
_ |
_ |
_ |
2. |
Mr. Bhargav Marepally |
4,992 |
0.03 |
0.00 |
4,992 |
0.03 |
0.00 |
- |
3. |
Mrs. Usha Yerramsetti |
- |
- |
- |
- |
- |
- |
- |
4. |
Mrs. Jhansi Laxmi Yerramsetti |
47,498 |
0.28 |
- |
29,198 |
0.17 |
- |
(0.11) |
5. |
Mr. Raghunadha Rao Marepally |
2,337,793 |
13.80 |
0.00 |
2,137,793 |
12.62 |
- |
(1.18) |
6. |
Mrs. Madhavi Latha Marepally |
9 |
0.00 |
0.00 |
9 |
0.00 |
0.00 |
- |
7. |
Mrs. Nanditha Marepally |
- |
- |
- |
- |
- |
- |
- |
8. |
Mrs. Vidyavathi Marepally |
- |
- |
- |
- |
- |
- |
- |
9. |
Mrs. G. Vijayakumari |
306,906 |
1.81 |
0.00 |
- |
- |
- |
(1.81) |
10. |
Mr. Sivaranga Rao Yarramsetty |
213,483 |
1.26 |
0.00 |
- |
- |
0.00 |
(1.26) |
TOTAL |
2,910,681 |
17.18 |
0.00 |
2,171,992 |
12.82 |
0.00 |
(4.36) |
*The % of shares pledged/encumbered represents % of shares pledged/encumbered as a % of the total shares of the Promoter and Promoter Group Holding
The term "encumbrance" has the same meaning as assigned to it in regulation 28(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
c. |
Change in Promoters'' shareholding: |
||||||||
Sr. No. |
Shareholder''s Name |
Shareholding |
Date* |
Increase/ (Decrease) in shareholding |
Reason |
Cumulative Shareholding during the year (01.04.17 to 31.03.2018) |
|||
No. of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018) |
% of total Shares of the Company |
No. of Shares |
%of total Shares of the Company |
||||||
1. |
Mr. Venkata Rameshbabu Yerramsetti |
- |
- |
01.04.2017 |
- |
- |
- |
- |
|
- |
- |
31.03.2018 |
- |
- |
- |
- |
|||
2. |
Mr. Bhargav Marepally |
4,992 |
0.03 |
01.04.2017 |
- |
- |
- |
- |
|
4,992 |
0.03 |
31.03.2018 |
- |
- |
- |
- |
Sr. No. |
Shareholder''s Name |
Shareholding |
Date* |
Increase/ (Decrease) in shareholding |
Reason |
Cumulative Shareholding during the year (01.04.17 to 31.03.2018) |
||
No. of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018) |
% of total Shares of the Company |
No. of Shares |
%of total Shares of the Company |
|||||
3. |
Mrs. Usha Yerramsetti |
- |
- |
01.04.2017 |
- |
- |
- |
- |
- |
- |
31.03.2018 |
- |
- |
- |
- |
||
4. |
Mrs. Jhansi Laxmi Yerramsetti |
47,498 |
- |
01.04.2017 |
(18,300) |
Sale |
29,198 |
0.17 |
29,198 |
0.17 |
31.03.2018 |
||||||
5. |
Mr. Raghunadha Rao Marepally |
2,337,793 |
13.80 |
01.04.2017 |
(200,000) |
Sale |
2,137,793 |
12.62 |
2,137,793 |
12.62 |
31.03.2018 |
- |
- |
- |
- |
||
6. |
Mrs. Madhavi Latha Marepally |
9 |
0.00 |
01.04.2017 |
- |
- |
- |
- |
9 |
0.00 |
31.03.2018 |
- |
- |
- |
- |
||
7. |
Mrs. Nanditha Marepally |
- |
- |
01.04.2017 |
- |
- |
- |
- |
- |
- |
31.03.2018 |
- |
- |
- |
- |
||
8. |
Mrs. Vidyavati Marepally |
- |
- |
01.04.2017 |
- |
- |
- |
- |
- |
- |
31.03.2018 |
- |
- |
- |
- |
||
9. |
Mrs. G. Vijayakumari |
306,906 |
1.81 |
01.04.2017 |
(306,906) |
Sale |
- |
- |
- |
- |
31.03.2018 |
- |
- |
- |
- |
||
10. |
Sivaranga Rao Yarramsetty |
213,483 |
1.26 |
01.04.2017 |
(213,483) |
Sale |
- |
- |
- |
- |
31.03.2018 |
* Date of transfer has been considered from the holding statements provided by depositories to the Company
D. Shareholding pattern of Top Ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr. No. |
Shareholder''s Name |
Shareholding |
Date* |
Increase/ (Decrease) in shareholding |
Reason |
Cumulative Shareholding during the year (01.04.17 to 31.03.2018) |
||
For each of the top Ten Shareholders |
No. of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018) |
% of total Shares of the Company |
No. of Shares |
%of total Shares of the Company |
||||
1. |
IL and FS Trust Company Limited |
1,952,505 |
11.52 |
01.04.2017 21.11.2017 31.03.2018 |
(1,952,505) |
Sale |
- |
- |
2. |
Mr. Madhukar Chimanlal Sheth |
1,645,143 |
9.71 |
01.04.2017 24.04.2017 31.03.2018 |
(1,645,143) |
Sale |
- |
- |
3. |
Mr. Javed Faizullah Tapia |
1,648,828 |
9.74 |
01.04.2017 16.06.2017 11.06.2017 06.09.2017 06.10.2017 31.03.2018 |
(600,000) (169,000) (238,283) (641,545) |
Sale Sale Sale Sale |
1,048,828 879,828 641,545 |
6.19 5.19 3.79 |
4. |
Mr. Azim Faizullah Tapia |
1,400,000 |
8.27 |
01.04.2017 16.06.2017 13.07.2017 06.09.2017 06.10.2017 31 03 2018 |
(600,000) (328,250) (334,098) (137,652) |
Sale Sale Sale Sale |
800,000 471,750 137,652 |
4.72 2.79 0.82 |
5. |
Mr. Madanlal Saraswathi |
2,741,837 100 |
16.19 |
01.04.2017 24.11.2017 08.12.2017 05.01.2018 31.03.2018 |
(13,225) (52,760) (2,675,752) |
Sale Sale Sale |
2,728,612 2,675,852 100 |
16.11 15.80 |
6. |
ASPIRE EMERGING FUND |
1,600,000 |
9.45 |
01.04.2017 26.01.2018 29.01.2018 31.03.2018 |
800,000 800,000 |
Purchase Purchase |
800,000 1,600,000 |
4.72 9.45 |
7. |
Raisonneur Capital Ltd |
800,000 |
4.72 |
01.04.2017 02.02.2017 16.02.2018 31.03.2018 |
550,000 250,000 |
Purchase Purchase |
550,000 800,000 |
3.24 4.72 |
8. |
Margi Jigneshabhai Shah |
514,165 |
3.04 |
01.04.2017 31.03.2018 |
514,165 |
Purchase |
514,165 |
3.04 |
9. |
United India Insurance Company Limited |
407,603 407,603 |
2.41 2.41 |
01.04.2017 31.03.2018 |
_ |
_ |
_ |
_ |
10. |
General Insurance Corporation of India |
393,992 393,992 |
2.32 2.32 |
01.04.2017 31.03.2018 |
- |
- |
- |
- |
E. Shareholding of Directors and Key Managerial Personnel:
SE No. |
Name of Directors and Key Managerial Personnel |
Shareholding |
Date* |
Increase/ (Decrease) in shareholding |
Reason |
Cumulative Shareholding duringtheyear (01.04.17 to 31.03.18) |
||
No. of shares at the beginning of the year(01.04.17)/end of the year (31.03.18) |
% of total shares of the Company |
No. of shares |
%of total shares of the Company |
|||||
1. |
Mr. Venkata RameshbabuYerramsetti |
_ |
_ |
01.04.2017 31.03.2018 |
_ |
_ |
_ |
_ |
2. |
Mr. BhargavMarepally |
4,992 4,992 |
0.03 0.03 |
01.04.2017 31.03.2018 |
- |
- |
- |
- |
3. |
Mr. Madhukar Chimanlal Sheth |
1,645,143 |
9.71 |
01.04.2017 24.04.2017 31.03.2018 |
(1,645,143) |
Sale |
- |
- |
4. |
Mr. MarkSilgardo |
Nil Nil |
Nil Nil |
01.04.2017 31.03.2018 |
- |
- |
- |
- |
5. |
Mr. Patri Venkata Ramakrishna Prasad |
Nil Nil |
Nil Nil |
01.04.2017 31.03.2018 |
_ |
_ |
_ |
_ |
6. |
Mr. KeerthyJayaTilak |
Nil Nil |
Nil Nil |
01.04.2017 31.03.2018 |
_ |
_ |
_ |
_ |
7. |
Mrs. Nagajayanthi DasJuttur Ragavendra |
Nil Nil |
Nil Nil |
01.04.2017 31.03.2018 |
- |
- |
- |
- |
8. |
Mr. Prabhakara Rao Alokam |
Nil Nil |
Nil Nil |
01.04.2017 31.03.2018 |
- |
- |
- |
- |
9. |
Mr. L.G. Padmarao |
Nil Nil |
Nil Nil |
01.04.2017 31.03.2018 |
- |
- |
- |
- |
Key Managerial Personnel
1. |
Mr. Sanjay Heda |
Nil |
Nil |
01.04.2017 |
- |
- |
- |
- |
Nil |
Nil |
31.03.2018 |
- |
- |
- |
- |
||
2. |
Ms. Esha Sinha (CS) |
Nil |
Nil |
01.04.2017 |
- |
- |
- |
- |
Nil |
Nil |
31.03.2018 |
- |
- |
- |
- |
||
3. |
Mohammad Anwar ul haq |
Nil |
Nil |
01.04.2017 |
- |
- |
- |
- |
Abdul Mannan |
Nil |
Nil |
31.03.2018 |
- |
- |
- |
- |
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Particulars |
Secured Loans (excluding deposits) |
Unsecured Loans |
Deposits |
Total indebtedness |
Indebtedness at the beginning of the financial year (As at 01.04.2017) i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due |
28,951,700 |
- |
- |
28,951,700 |
Total (i ii iii) |
28,951,700 |
- |
- |
28,951,700 |
Change in Indebtedness during the financial year ⢠Addition ⢠Reduction |
(28,951,700) |
- |
- |
(28,951,700) |
Net Change |
(28,951,700) |
- |
- |
(28,951,700) |
Indebtedness at the end of the financial year (As at 31.03.2018) i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due |
- |
- |
- |
- |
Total (i ii iii) |
- |
- |
- |
- |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
|
(Amount in Rs) |
|
Sr. No. |
Particulars of Remuneration |
Name of the Managing Director |
Mr. Bhargav Marepally* |
||
1. |
Gross salary (excluding Commission) (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
- |
2. |
Stock Option |
- |
3. |
Sweat Equity |
- |
4. |
Commission - as % of profit |
; |
5. |
Others - Employer contribution to provident and other funds |
- |
Total |
Nil |
B. Remuneration to other Directors:
(Amount in Rs) |
|||||
1. |
Independent Directors: |
||||
Name of Director |
Fee for attending Board/ committee meetings |
Commission |
Others |
Total |
|
Mr. Keerthy Jaya Tilak |
65,000 |
- |
- |
65,000 |
|
Mrs. Nagajayanthi Das Juttur Ragavendra |
1,20,000 |
- |
- |
1,20,000 |
|
Mr. Prabhakara Rao Alokam |
50,000 |
- |
- |
50,000 |
|
Mr. LGS Padmarao |
45,000 |
- |
- |
45,000 |
|
Total (1) |
2,80,000 |
- |
- |
2,80,000 |
|
2. |
Non-Executive/Promoter Directors: |
||||
Mr. Bhargav Marepally |
- |
- |
- |
- |
|
Mr. Ramesh Yerramsetti |
40,000 |
- |
- |
40,000 |
|
Mr. Mark Silgardo |
- |
- |
- |
- |
|
Mr. Patri VenkataRamakrishna Prasad |
40,000 |
_ |
_ |
40,000 |
|
Mr. MadhukarSheth |
85,000 |
- |
- |
85,000 |
|
Total (2) |
1,65,000 |
- |
- |
1,65,000 |
|
Total (1 2) |
4,45,000 |
- |
- |
4,45,000 |
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:
(Amount in Rs) |
||
Sr.No. |
Particulars of Remuneration |
Key Managerial Personnel CFO & Company Secretary |
1. |
Gross salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 |
35,63,927 |
2. |
Stock Option |
- |
3. |
Sweat Equity |
- |
4. |
Commission - as % of profit |
_ |
5. |
Others - Contribution to Provident and other funds |
- |
Total |
35,63,927 |
VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES (underthe Companies Act, 2013):
No penalties/punishment/compounding of offences were levied underthe Companies Act, 2013.
FORMAOC-2
(Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms'' length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm''s length basis:
a) |
Name(s) of the related party and nature of relationship |
|
b) |
Nature of contracts/arrangements/transactions |
|
c) |
Duration of the contracts/arrangements/transactions |
|
d) |
Salient terms of the contracts or arrangements or transactions including the value, if any |
|
e) |
Justification for entering into such contracts or arrangements or transactions |
|
f) |
date(s) of approval by the Board |
Nil |
g) |
Amount paid as advances, if any |
|
h) |
Date on which the special resolution was passed |
|
i) |
Amount paid as advances, if any |
|
j) |
Date on which (a) the special resolution was passed in general meeting as required under first proviso to Section 188 of the Companies Act, 2013 |
2. Details of material contracts or arrangement or transactions at arm''s length basis:
(a) |
Name(s) of the related party and nature of relationship |
|
(b) |
Nature of contracts/arrangements/transactions |
|
(c) |
Duration of the contracts/arrangements/transactions |
Nil |
(d) |
Salient terms of the contracts or arrangements or transactions including the value, if any |
|
(e) |
Date(s) of approval by the Board, if any |
|
(f) |
Amount paid as advances, if any |
Mar 31, 2016
BOARD''S REPORT
Dear Members,
We are delighted to present the report on our business and operations for the financial year ended March 31, 2016. FINANCIAL RESULTS
The Company''s Financial results (standalone & consolidated) for the year ended 31st March 2016 is provided in the Annual Report.
('' in Lakhs
Particulars |
Consolidated |
Standalone |
||
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
Net sales/income from operations |
21,372.71 |
24,289.34 |
2,982.82 |
3,534.80 |
Less: Direct cost |
7,459.56 |
9,485.26 |
220.04 |
408.67 |
Indirect Cost |
13,508.58 |
13,881.08 |
2,379.05 |
2,217.87 |
Profit/ (Loss) from operations before other income, finance costs and exceptional items |
404.57 |
923.00 |
383.73 |
908.26 |
Other income |
226.29 |
251.58 |
222.37 |
44.34 |
Profit / (Loss) from ordinary activities before finance costs and exceptional items |
630.86 |
1,174.58 |
606.10 |
952.60 |
Finance costs |
217.52 |
366.21 |
139.57 |
128.90 |
Profit / (Loss) from ordinary activities after finance costs but before exceptional items |
413.34 |
808.36 |
466.53 |
823.70 |
Exceptional items* |
- |
19,331.25 |
- |
13,492.99 |
Profit / (Loss) from ordinary activities before tax |
413.34 |
(18,522.89) |
466.53 |
(12,669.29) |
Tax expense |
43.30 |
845.30 |
25.84 |
808.49 |
Net Profit / (Loss) from ordinary activities after tax |
370.04 |
(19,368.19) |
440.69 |
(13,477.78) |
Net Profit / (Loss) for the period |
370.04 |
(19,368.19) |
440.69 |
(13,477.78) |
*In the Financial Year 2014-15, the Company had provided for Rs. 13,492.99 lakhs towards diminution in the value of Company''s Investment in Wholly owned foreign subsidiaries, consequent upon losses in the WOS due to impairment of goodwill in the step down subsidiaries as per the audited financials of WOS.
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 2015-16 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 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards 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 of your Company 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 31st March, 2016, is enclosed as Annexure [F] 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 [G] to this report.
VI. DIVIDEND
The Board of Directors did not recommend dividend for the financial year ended 31st March, 2016.
VII. PUBLIC DEPOSITS
During the financial year 2015-16, 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. Mark Silgardo, Non-Executive Director and Nominee 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 the resolution passed in the Annual General Meeting held on 30th December, 2011, and being eligible have offered himself for re-appointment. Appropriate resolutions for his re-appointment are being placed for your approval at the ensuing AGM. Your Directors recommend the re-appointment of Mr. Mark Silgardo, as Non-Executive Director and Nominee Director of your Company.
The Independent Directors Mr. Keerthy Jaya Tilak and Mrs. Nagajayanthi Das Juttur Ragavendra hold office up to 30th September, 2020 and are not liable to retire by rotation.
Key Managerial Personnel:
- The Board of Directors of the Company in its meeting held on 30th May, 2016, re-appointed Mr. Bhargav Marepally, as the Managing Director of the Company without remuneration for a period of 5 years from 01st June, 2016 to 31st May, 2021, as recommended by the Nomination and Remuneration Committee of the Board of Directors.
- Mr. Sanjay Heda is the Chief Financial Officer of the Company.
- Mrs. Esha Sinha, Company Secretary and Compliance Officer of the Company was appointed at the Board Meeting held on 13th August, 2016
- Mr. Lalit Kumar Tiwari, due to his personnel reasons, resigned as Company Secretary and Compliance Officer of the Company with effect from 5th August, 2016.
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, Managing Director, Mr. Sanjay Heda, CFO and Mrs. Esha Sinha Company Secretary, are the Key Managerial Personnel of your Company 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 there under and the Listing Regulations, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have annually evaluated the effectiveness of the Board/Director(s) for the financial year 2015-16.
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 have 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/ employees 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 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, read with the Schedules and Rules issued there under as well as Listing Regulations.
XII. DIRECTORS'' 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 31st March, 2016, the applicable Accounting standards 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 judgments 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 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016;
(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 AUDITOR''S REPORT
At the 12th AGM of your Company, M/s. Sarath and Associates, Chartered Accountants (Firm Registration No. 005120S) were appointed as the Auditors to hold office till the conclusion of the 13th AGM of your Company.
The Audit Committee and Board of Directors at the meetings held on 13th August, 2016 recommended the appointment of M/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), retiring Auditor, to continue to act as the Statutory Auditors of your Company for a period of 3 years till the conclusion of the 16th AGM of your Company. M/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), who retire at the ensuing AGM of your Company are eligible for re-appointment for a period of 3 years. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under the Listing Regulations, M/s. Sarath and Associates, Chartered Accountants, have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.
The Audit Committee and the Board of Directors recommend the appointment of M/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), as the Auditors of your Company for a period of 3 years from the conclusion of 13th AGM till the conclusion of the 16th AGM of your Company to be held in the year 2019.
The Auditors'' Report for the financial year 2015-16, 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. V. Sravani, Practicing Company Secretary, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure [C] to this Report. The Board of Directors reply to the comments/qualifications/observations by the Secretarial Auditor is as follows:
The Composition of the Board was not in order for the period 1st April, 2015 to 31st March, 2016, in violation of section 149 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Reply: Due to change in the Independent Status of Mr. Patri VenkataRamakrishna Prasad, from Independent Director to Non- Independent Director of the Company the composition of the board is not in order. The Company is making utmost efforts to bring the composition in order to have an appropriate mix of Independent and Non-Independent Directors and to ensure Compliance with section 149 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .
XV. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure [D] to this Report.
XVI. RELATED PARTY TRANSACTIONS
During the financial year 2015-16, 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 there under and Listing Regulations. During the financial year 2015-16, 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 Accounting Standard - 18 are set out in point 17 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 [E] 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 31st March, 2016:
(In Indian ''
Particulars |
31st March 2016 |
31st March 2015 |
GSS Infotech Inc (Delaware) 1,500 (31-March-2015: 1,500) equity shares of $ 1 each fully paid up in GSS Infotech Inc (Delaware) |
873,480,744 |
873,480,744 |
GSS Healthcare IT Solutions Private Limited 9,990 (31- March-2015: 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-2015: 9,990) Equity Shares of Rs. 10/Each fully paid up in GSS IT Solutions Private Limited. |
99,900 |
99,900 |
(ii) Investments in Debt Instruments by the Company as at 31st March, 2016: Nil
B. Details of Amounts advanced to Subsidiary Companies by the Company pursuant to clause 32 of the Listing Agreement as at 31st March 2016:
(In Indian '')
Name of Subsidiary |
Balance as at 31.03.2016 |
Balance as at 31.03.2015 |
GSS Infotech Inc (Delware) |
14,93,85,955 |
14,09,62,864 |
GSS IT Solutions Pvt Ltd |
18,50,000 |
18,50,000 |
GSS Healthcare IT Solutions Pvt Ltd |
1,48,11,532 |
9,84,18,115 |
These amounts are advanced to fully owned subsidiaries towards carrying out the principal business activities of the subsidiaries. These funds are utilized in the regular course of business by the subsidiaries and shall be received back. Interest is not charged since these amounts are advanced to subsidiaries for the purpose of overall growth of the business of the GSS Group.
C. There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under.
XVIII. 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 31st March, 2016.
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 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 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 Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 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 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 judgments 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 auctioned upon in line with the Whistle Blower Policy. Your Company gets its standalone accounts audited every quarter by its 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 threaten 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.
XXIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR provisions under Section 135 of the Companies Act, 2013 are not applicable to your Company.
XXIV. REPORTING UNDER SEXUAL HARRASEMENT 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.
XXV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
i. Details of Conversation 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 |
2015-16 (?) |
2014-15 (?) |
Foreign Exchange expenditure (on Accrual basis) |
10,00,03,383 |
11,64,85,201 |
Foreign Exchange earned (on Accrual basis) |
19,61,40,299 |
25,22,82,815 |
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.
Place: Hyderabad Keerthy Jaya Tilak Bhargav Marepally
Date: 13th August, 2016 Chairman CEO & Managing Director
Mar 31, 2014
Dear Members,
We are delighted to present the report on our business and operations
for the financial year ended March 31, 2014
I. FINANCIAL RESULTS
The Company''s financial results (consolidated & standalone) for the
year ended 31 st March 2014 is provided in the Annual Report
Consolidated Revenues of the Company for the year ended 31.03.2014 is
INR 277.04 Crores and standalone revenues of the company is 52.19
Crores.
The Consolidated Profit after Tax of the company for the year ended
31.03.2014 is INR 6.31 Crores and Standalone Profit After Tax is INR
4.31 Crores.
GSS Infotech Limited GSS Infotech Limited
(Standalone) and its subsidiaries
(consolidated)
Particulars Year ended Year ended
(Rs.in Crores) (Rs.in Crores)
31.03.2014 31.03.2013 31.03.2014 31.03.2013
Total Income 52.19 41.91 277.04 296.46
Gross Profit 18.74 13.18 41.95 31.77
Profit ( )/Loss ( )
from Ordinary Activities 1.09 2.99 3.20 1.60
before tax
Net Profit ( )/ Loss
( ) from 4.31 (4.94) 6.31 (5.94)
Ordinary Activities
after tax
Paid up equity share
capital 14.13 14.13 14.13 14.13
(Face Value. R10/ each)
Reserves and Surplus 274.30 270.04 325.40 293.66
Earnings Per Share 3.05 (3.49) 4.47 (4.20)
II. DIVIDEND
st The Directors did not recommend any dividend for the year ended 31
March 2014.
III. FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Sections 58A and 58AA of the Companies Act, 1956 read with the
Companies (Acceptance of Deposits) Rules, 1975.
IV. DIRECTORS
Mr. Ramesh Yerramsetti and Mr. Madhukar C Seth, Directors of the
Company, retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re appointment.
During the Financial year under review, Mr. Farokh Kekhushroo
Banatwalla resigned from the Board of Directors on 17.09.2013 due to
his other pre-occupations.
V. AUDITORS
M/s. Sarath & Associates, Chartered Accountants, Statutory Auditors of
the Company have offered themselves for re appointment at the ensuing
Annual General Meeting and to hold the office from the conclusion of
ensuing Annual General Meeting till the conclusion of the next Annual
General Meeting.
M/s Sarath & Associates have also expressed their willingness to act as
Auditors of the company, if appointed, and have further confirmed that
the said appointment would be in conformity with the provisions of
section 224(1B) of the companies act, 1956.
VI. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Section 217 (1) (e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, are set out in
the Annexure A to this Report.
VII. AUDIT COMMITTEE
The Company has an Audit Committee comprising of three Directors
namely, Mr. P.V.R.K. Prasad, Non Executive and Independent Director,
Mr. Keerthy Jaya Tilak, Non Executive and Independent Director and Mr.
Bhargav Marepally, promoter , CEO & Managing Director
VIII. PARTICULARS OF EMPLOYEES:
As required under the provisions of section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended, the names and other particulars of employees are set
out hereunder. The Ministry of Corporate Affairs, has amended the
Companies (Particulars of Employees) Rules, 1975 to the effect that
particulars of employees of companies engaged in Information Technology
sector posted and working outside India not being directors or their
relatives, drawing more than Rs. 6 million per financial year or Rs.
500,000 per month, as the case may be, need not be included in the
statement but, such particulars shall be furnished to the Registrar of
Companies. Accordingly, the statement included in this report does not
contain the particulars of employees who are posted and working outside
India.
Sl. Name Designation Qualification Age Previous Designation
no. (years) employer at previous
employment
1 Mr. Rajeev Designation BE Computer 44 Gatner Inc Offshore
Banduni Chief Sales Science with Business
Officer 20 years''
experience
Name Date of Remuneration
joining (INR)
Mr. Rajeev Banduni 11th 42,50,000
February from April,
2013 2013 to
September,
2013 (6
months)
Resigned on
30.09.2013
IX. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Report on Corporate Governance as stipulated under Clause
49 of the Listing Agreement forms part of the Annual Report. The
requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49, is set out as Annexure B and Annexure C
to this Report
X. EMPLOYEES STOCK OPTION SCHEME (ESOS)
An application for in  principle approval for listing of 20,00,000
shares has been made to the stock exchanges under the new scheme GSS
Infotech Limited Restricted Employee Stock Option Plan 2013 as per the
scheme approved by the shareholders in the Annual General Meeting held
on 19th July 2014.
XI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Management Discussion and Analysis is set out as Annexure D
to this Report.
XII. CEO''s DECLARATION
Certificate from the ''Chief Executive Officer and Managing Director of
the Company regarding the financial statements as per the Corporate
Governance Norms is given as Annexure E to the report. Further, the
declaration by the Managing Director of the Company declaring that all
the members of the Board and Senior Management Personnel of the Company
have affirmed compliance with the Code of Conduct of the Company is set
out as Annexure F to the Report.
XIII. DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representations received from the Operating
Management, and after due enquiry, confirm:
a. That in preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure;
b. That the selected accounting policies were applied consistently and
the Directors 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 as at 31st March 2014 and of the profit of the Company for
the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. That the annual accounts have been prepared on a going concern
basis.
XIV. DIRECTORS COMMENTS ON RESERVATION(S) BY AUDITORS IN THEIR REPORT
With reference to Point No 3(b) in The Annexure referred to in
Paragraph 1 under "Report on Other Legal and Regulatory Requirement''
section of Auditor''s report (standalone) of even date, the amounts are
advanced to wholly owned subsidiaries of the company and the details
thereof are as under:
Name of Subsidiary Balance as on 31.03.2014 Balance as on 31.03.2013
Gss Infotech Inc 13,53,54,979 12,24,95,132
GSS IT Solutions Pvt Ltd 18,50,000 2,43,92,064
GSS Healthcare IT
Solutions Pvt Ltd 3,04,88,945 0
Total: 16,76,93,924 14,68,87,196
These amounts are advanced to subsidiaries towards working capital
requirements and are given out of non interest bearing funds. These
funds are utilized in the regular course of business by the
subsidiaries and shall be received back. Interest is not charged since
these amounts are advanced to subsidiaries for the purpose of overall
growth of the business of the Group.
XV. STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THE
COMPANIES ACT, 1956
As per the provisions of the Companies Act, 1956 we are required to
attach the Director''s report, Balance Sheet and Profit and Loss account
of our subsidiaries. The Ministry of Corporate Affairs, Government of
India Vide its circular no. 2/2011 dated February 8, 2011 has provided
an exemption to companies from complying with section 212, provided
such companies publish the audited consolidated financial statements in
the annual report. Accordingly the annual report 2013 14 does not
contain the financial statements of our subsidiaries.
The audited annual accounts and related information of our
subsidiaries, where applicable will be made available upon request.
These documents will also be available for inspection during business
hours at registered office of the company.
The same will also be published in our website. www.gssinfotech.com
XV. GREEN INITIATIVE
During the financial year we started a sustainability initiative with
the aim of being green and minimizing our impact on the environment.
XVI. ACKNOWLEDGEMENTS:
We thank our customers, vendors, investors and bankers for their
continued support during the year. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support. We
thank the governments of various countries where we have our
operations. We also thank the Government of India, the Central and
State Governments and their various agencies, particularly, the
Ministry of Communication & Information Technology, FAPCCI, Software
Technology Parks of India, Departments of Customs and Central Excise,
MCA, SEBI, Stock Exchanges, Reserve Bank of India, and other
Governmental Agencies for extending their support during the year and
look forward to their continued support.
By Order of the Board of GSS Infotech Limited
Sd/- Sd/-
Place: Hyderabad Bhargav Marepally Ramesh Yerramsetti
Date: 09.08.2014 CEO & Managing Director Director
Mar 31, 2013
Dear Members,
The are delighted to present the report on our business and operations
for the financial year ended March 31, 2013
I. FINANCIAL RESULTS
The Company''s financial results (consolidated & standalone) for the
year ended 31st March 2013 is provided in the Annual Report.
Consolidated Revenues of the Company for the year ended 31.03.2013 is
R294.30 Crores and standalone revenues of the company is R39.88 Crores.
The Consolidated Profit After Tax of the company for the year ended
31.03.2013 is R(5.94) Crores and Standalone Profit After Tax is
R(4.94)Crores.
GSS Infotech Limited GSS Infotech Limited
(Standalone) and its subsidiaries
(consolidated)
Particulars Year ended Year ended
(Rs.in Crores) (Rs.in Crores)
31.03.2013 31.03.2012* 31.03.2013 31.03.2012*
Total Income 41.91 46.45 296.46 296.86
Gross Profit 13.18 6.84 31.77 31.19
Profit ( )/Loss (-)
from Ordinary Activities 2.99 (6.42) 1.60 (9.30)
before tax
Net Profit ( )/
Loss (-) from (4.94) (15.49) (5.94) (50.98)
Ordinary Activities
after tax
Paid-up equity
share capital
(Face Value. 14.13 14.13 14.13 14.13
R10/- each)
Reserves and Surplus 270.04 274.99 293.66 285.25
Earnings Per Share (3.49) (10.96) (4.20) (36.06)
*for the nine months ended 31st March 2012
II. DIVIDEND
The Directors did not recommend any dividend for the year ended 31st
March 2013.
III. FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Sections 58A and 58AA of the Companies Act, 1956 read with the
Companies (acceptance of Deposits) Rules, 1975.
IV. DIRECTORS
Mr. Keerthy Jaya Tilak and Mr.Mark Silgardo, Directors of the Company,
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
During the financial year Mr.Javed Faizullah Tapia appointed as an
Additional Director on the Board with effect from 14 February 2013 and
holds office up to the commencement of forthcoming Annual General
Meeting and in respect of whom the company has received a notice in
writing from a member under section 257 of the Companies Act 1956
proposing his candidature to the office of the Director of the company
be and is hereby appointed as a Director of the company who shall be
liable as retire by rotation.
V. AUDITORS
M/s. Sarath & Associates, Chartered Accountants, Statutory Auditors of
the Company have offered themselves for re - appointment at the ensuing
Annual General Meeting and to hold the office from the conclusion of
ensuing Annual General Meeting till the conclusion of the next Annual
General Meeting.
M/s Sarath & Associates have also expressed their willingness to act as
Auditors of the company, if appointed, and have further confirmed that
the said appointment would be in conformity with the provisions of
section 224(1B) of the companies act, 1956.
VI. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Section 217 (1) (e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, are set out in
the Annexure A to this Report.
VII. AUDIT COMMITTEE
The Company has an Audit Committee comprising of three Directors
namely, Mr.P.V.R.K. Prasad, Non-Executive and Independent Director, Mr.
Keerthy Jaya Tilak, Non-Executive and Independent Director and Mr.
Bhargav Marepally, promoter , CEO & Managing Director
VIII. PARTICULARS OF EMPLOYEES:
As required under the provisions of section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended, the names and other particulars of employees are set
out hereunder. The Ministry of Corporate Affairs, has amended the
Companies (Particulars of Employees) Rules, 1975 to the effect that
particulars of employees of companies engaged in Information Technology
sector posted and working outside India not being directors or their
relatives, drawing more than Rs. 6 million per financial year or Rs.
500,000 per month, as the case may be, need not be included in the
statement but, such particulars shall be furnished to the Registrar of
Companies. Accordingly, the statement included in this report does not
contain the particulars of employees who are posted and working outside
India.
IX. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Report on Corporate Governance as stipulated under Clause
49 of the Listing Agreement forms part of the Annual Report. The
requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49, is set out as Annexure B and Annexure C
to this Report
X. EMPLOYEES STOCK OPTION SCHEME (ESOS)
The Board proposed to introduce the new ESOS scheme 2013 in place of
ESOS 2010 being non vesting of options by the eligible employees due to
the share price fallen drastically during the financial year and all
eligible employees surrendered their options.
Thus, the board decided to scrap the existing ESOS 2010 scheme.
XI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Management Discussion and Analysis is set out as Annexure D
to this Report.
XII. CEO''s DECLARATION
Certificate from the ''Chief Executive Officer and Managing Director of
the Company regarding the financial statements as per the Corporate
Governance Norms is given as Annexure E to the report. Further, the
declaration by the Managing Director of the Company declaring that all
the members of the Board and Senior Management Personnel of the Company
have affirmed compliance with the Code of Conduct of the Company is set
out as Annexure F to the Report.
XIII. DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representations received from the Operating
Management, and after due enquiry, confirm:
a. That in preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure;
b. That the selected accounting policies were applied consistently and
the Directors 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 as at 31st March 2013 and of the profit of the Company for
the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. That the annual accounts have been prepared on a going concern
basis.
XIV. STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THE
COMPANIES ACT 1956
As per the provisions of the companies act 1956 we are required to
attach the Director''s report, Balance Sheet and Profit and Loss account
of our subsidiaries. The Ministry of Corporate Affairs, Government of
India Vide its circular no. 2/2011 dated February 8, 2011 has provided
an exemption to companies from complying with section 212, provided
such companies publish the audited consolidated financial statements in
the annual report. Accordingly the annual report 2012-13 does not
contain the financial statements of our subsidiaries.
The audited annual accounts and related information of our
subsidiaries, where applicable will be made available upon request.
These documents will also be available for inspection during business
hours at registered office of the company.
The same will also be published in our website. www.gssinfotech.com
XV. GREEN INITIATIVE
During the financial year we started a sustainability initiative with
the aim of being green and minimizing our impact on the environment.
XVI. ACKNOWLEDGEMENTS:
We thank our customers, vendors, investors and bankers for their
continued support during the year.. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support. We
thank the governments of various countries where we have our
operations. We also thank the Government of India, the Central and
State Governments and their various agencies, particularly, the
Ministry of Communication & Information Technology, FAPCCI, Software
Technology Parks of India, Departments of Customs and Central Excise,
MCA, SEBI, Stock Exchanges, Reserve Bank of India, and other
Governmental Agencies for extending their support during the year and
look forward to their continued support.
By Order of the Board of GSS Infotech Limited
Sd/- Sd/-
Place: Hyderabad Mr. Bhargav Marepally Mr. Ramesh Yerramsetti
Date: 30th May 2013 CEO & Managing Director Director
Jun 30, 2010
The Directors are pleased to present the 07th Annual Report and the
Audited Accounts for the financial year ended June 30,2010
L FINANCIAL RESULTS
The Companys financial results (consolidated & standalone) for the
year ended June 30,2010 are provided in the Annual Report.
Consolidated Revenues of the Company for the year ended 30.06.2010
stood at Rs.428.28 Crores, due to excellent demand for the Companys
integrated service approach for IT Infrastructure and Software Services
delivery Model.
The Profit before Tax of the company for the year ended 30.06.2010 is
Rs.68.60 Crores; the company has recorded moderate growth during the
year despite adverse market conditions. This growth has been made
possible due to the enlargement of operations and consequent
economies as well as improved management of costs.
The Company has had a very good year in terms of sustaining the
business model of the company and is poised to achieve better results
during the current year.
FINANCIAL RESULTS FORTHE YEAR ENDED 30th JUNE 2010
GSS America Infotech Limited
and its subsidiaries Year ended
Particulars (Rs. In Crores)
30.06.2010 30.06.2009
Total income 429.31 510.30
Gross Profit 113.08 126.16
Operating Profit before interest 84.96 102.75
Profit (+)/Loss(-) from Ordinary
Activities before tax 68.60 87.19
Net Profit (+)/Loss (-) from Ordinary
Activities after tax 56.42 81.39
Paid-up equity share capital (Face
Value. Rs. 10/-each) 14.14 12.74
Reserves and Surplus 431.83 336.04
Earnings Per Share 44.10 62.26
II. DIVIDEND
The Directors are pleased to recommend, for approval of the members, a
final Dividend of Rs.1.50/- per equity share of face value of Re.10/-
each of the company for the financial year 2009-10.The final dividend
on the equity shares, if declared as above, would involve an outflow of
Rs. 2,47,27,195/- towards dividend and dividend distribution tax.
The register of members and the share transfer books will remain closed
from 23rd December, 2010 to 27th December, 2010 (both days inclusive)
III. TRANSFER TO RESERVES
Your Directors propose to transfer a sum of Rs.70,00,000/- to General
reserves out of the amount available for appropriations and a sum of
Rs. 2,19,11,74,921/- is carried forward in the Profit and Loss account.
IV. FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Sections 58A and 58AA of the Companies Act, 1956 read with the
Companies (acceptance of Deposits) Rules, 1975. i
V. DETAILS ON QIP
During the financial year 2009-10, the company has raised Rs.4564.84
Lakhs through Qualified Institutional Placement (QIP), by issuing
14,00,000 shares @326.06/- per share. The net proceeds are received in
March 2010 and will be used to meet capital expenditure, additional
working capital requirement and to finance the new business initiatives
and strategic alliances.
Capital structure
The equity capital structure of the company pre and post QIP are as
under:
Share capital Authorized Issued, subscribed, paid-up
Pre QIP 1,50,00,000 equity shares
of Rs.10/- each 1,27,36,843 equity shares of
Rs.10/- each
Post QIP 1,50,00,000 equity shares
of Rs.10/- each 1,41,36,843 equity shares of
Rs.10/- each
VI. DIRECTORS
Mr. P.V.R.K. Prasad and Mr. L.V.Prasad, Directors of the Company,
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment.
VII. ACQUISITIONS AND INVESTMENTS
a) During the year, your company has incorporated a 100% subsidiary in
USA, GSS America Holdings Inc, and this company has acquired ATEC Group
b) Incorporation of 100% subsidiary GSS IT Solutions Private Limited
During the year under review, GSS IT Solutions Private Limited, is
incorporated as 100% subsidiary of company to carry on BPO operations
from overseas customers.
VIII. AUDITORS
M/s. Sarath & Associates, Chartered Accountants, Statutory Auditors of
the Company retire at the end of the Annual General Meeting and being
eligible have offered themselves for re-appointment at the ensuing
Annual General Meeting and hold office from the conclusion of ensuing
Annual General Meeting till the conclusion of the next annual general
meeting.
M/s Sarath & Associates have also expressed their willingness to act as
Auditors of the company, if appointed, and have further confirmed that
the said appointment would be in conformity with the provisions of
section 224(1 B) of the companies act, 1956.
IX. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Section 217 (1) (e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, are set out in
Annexure A to this Report.
X. AUDIT COMMITTEE
The Company has an Audit Committee comprising of 4 Directors namely,
Mr.P.V.R.K. Prasad, Non-Executive Independent Director, Mr. Keerthy
JayaTilak, Non-Executive Independent Director, Mr.L.V. Prasad,
Non-Executive Independent Director and Mr. Bhargav Marepally, Executive
Director.
XI. SUBSIDIARIES
As on date the Company has the following subsidiaries:
a GSS America Inc.
1699 Wall Street, Suite 201 Mt. Prospect, IL 60056 Tel: +1 847 640 3700
Fax: +1 847 640 3701 http://www.gssamerica.com
b. Infospectrum Consulting Inc.
1699 Wall Street, Suite 201 Mt. Prospect, IL 60056 Tel: (847) 640 3700
Fax: (847) 640 3701 http://www.isc-na.com
c. System Dynamix Corporation
2842 Main Street Ãû Glastonbury, Connecticut 06033 Voice: (860)
633-7174 Fax: (860) 633-7162 http://www.sdc-us.com
d. GSS America Holdings Inc.
1699 Wall Street, Suite 201 Mt. Prospect, IL 60056 Tel: (847) 640 3700
Fax: (847) 640 3701
e. ATEC Group
1762 Central Avenue, Albany, New York-12205
f. GSS IT Solutions Private Limited
Wing-2, Cyber Gateway, Hitech City, Madhapur, Hyderabad-500081
XII. PARTICULARS OF EMPLOYEES:
As required by the provisions of Section 217 (2A) of the Companies Act,
1956, as amended, read with Companies (Particulars of Employees) Rules,
1975, the names and other particulars of the employees are set out in
Annexure B to this Report.
XIII. CORPORATE GOVERNANCE:
Your company is committed to benchmark itself with global standards for
providing good corporate governance and has put in place an effective
Corporate Governance System which ensures that the provisions of Clause
49 of the Listing Agreement are duly complied with. A report on
Corporate Governance vide Annexure- C along with an Auditor Certificate
Annexure-D on its compliance forms part of this Report.
XIV. MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis is set out as Annexure E
to this Report.
XV. CEOs DECLARATION
Certificate from the Chief Executive Officer and Managing Director
and the Chief Financial Officer of the Company regarding the financial
statements as per the Corporate Governance Norms is given as Annexure F
to the report. Further, the declaration by the Chairman and Managing
Director of the Company declaring that all the members of the Board and
Senior Management Personnel of the Company have affirmed compliance
with the Code of Conduct of the Company is set out as Annexure G to the
Report.
XVI. DIRECTORSRESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representations received from the Operating
Management, and after due enquiry, confirm:
a. That in preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure;
b. That the selected accounting policies were applied consistently and
the Directors 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 as at June 30, 2010 and of the profit of the Company for
the year ended on that date;
c That properand sufficient care has been taken forthe maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. Thatthe annual accounts have been prepared on a going concern
basis.
XVII. STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THE
COMPANIES ACT 1956
In terms of the exemption granted under Section 212(8) of the Companies
Act, 1956, by the Ministry of Corporate Affairs, Government of India
Vide its letter dated 30th November, 2010, the company has been
exempted from complying with the provisions contained in sub-section
(1) of section 212 of the Companies Act, 1956 in respect of
subsidiaries.
During the year, a 100% subsidiary i.e. GSS IT Solutions Private
limited has been incorporated with authorized and paid up capital of
Rs.1.00 lakh.There are no transactions in the company during the year.
The Annual Report of the company contains the consolidated audited
financial statements prepared as perthe provisions of the Listing
Agreement and prepared in accordance with the accounting standards
prescribed by the Institute of Chartered Accountants of India.
Further, the annual accounts of the subsidiary companies and the
related detailed information will be made available to any member of
the Company seeking such information at any point of time. The annual
accounts of the subsidiary companies will also be kept at the
registered office of the com pany for inspection by any member of the
Company.
XVIII. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their gratitude to the Companys
shareholders, customers, vendors, bankers and all other stakeholders
for their continued support to its growth initiatives. Your Directors
also wish to place on record, their appreciation of the contribution
made by associates at all levels, who, through their competence,
sincerity, hard work, solidarity and dedicated support, have enabled
your Company to make rapid strides in its business initiatives. Your
Directors also thank the Central and State Governments and their
various agencies, particularly, the Ministry of Communication &
Information Technology, Software Technology Parks of India, Departments
of Customs and Central Excise, MCA, SEBI, Stock Exchanges, Reserve Bank
of India, and other governmental agencies for extending their support
during the year and look forward to their continued support.
On behalf of the Board of Directors of
GSS America Infotech Limited
Sd/- Sd/-
Mr. Bhargav Marepally Mr.Ramesh Yerramsetti
CEO & Managing Director Managing Director
Place: Hyderabad
Date: November 30, 2010