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Directors Report of Securekloud Technologies Ltd.
Mar 31, 2025
The Board of Directors of SecureKloud Technologies Limited (âthe Companyâ) have pleasure in presenting the
Fortieth ( 40th ) Annual Report on the business and operations for the year ended March 31, 2025 along with the
Audited Financial Statements (Standalone and Consolidated).
Financial Performance
The financial performance of the Company for the year ended March 31, 2025 and March 31, 2024 is summarized
below:
|
Standalone |
Consolidated |
|||
|
Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
Revenue from operations |
4,683 |
5,023 |
16,767 |
34,032 |
|
Earnings Before Interest, Depreciation and Amortization |
760 |
886 |
(2,434) |
(6,231) |
|
Interest |
493 |
508 |
1,615 |
1543 |
|
Depreciation and Amortization |
254 |
282 |
790 |
1737 |
|
Profit / (Loss) Before Tax (PBT) before Exceptional Item |
182 |
96 |
(4,544) |
(9,511) |
|
Exceptional Item |
1,081 |
2,833 |
- |
- |
|
Profit / (Loss) Before Tax (PBT) After Exceptional Item |
(898) |
(2,737) |
(4,544) |
(9,511) |
|
Profit / (Loss) After Tax (PAT) before Minority Interest |
(937) |
(2,781) |
(4,583) |
(9,582) |
|
Total comprehensive income / (loss) |
(913) |
(2,769) |
(4,559) |
(9,570) |
|
Total comprehensive income/ (loss) attributable to |
(937) |
(2,769) |
(1,367) |
(3,629) |
The Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31,
2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry
of Corporate Affairs and as amended from time to time.
Review of Business Operations and Performance
The Company has reported consolidated revenue from operations of f 16,767 lakhs for the Financial Year 2025,
with a substantial fall in revenue due to certain healthcare projects coming to an end in Financial Year 2025 and on
account of loss of few customers. The loss before taxes had marginally come down during the Financial Year 2025
to f 4,544 lakhs as compared to f 9,511 lakhs during the Financial Year 2024.
The Company has reported a revenue of f 4,683 Lakhs for the Financial Year 2025 as against f 5,023 Lakhs
for the Financial Year 2024 on a standalone basis. The operations had yielded a reduced loss of f 898 Lakhs for the
Financial Year 2025 as against f 2,737 Lakhs for the Financial Year 2024 on account of certain austerity measures
adopted by the management.
Management Discussion and Analysis
Management Discussion and Analysis as required under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âSEBI listing regulationsâ) is provided separately as Annexure VI to this report.
Share Capital
The Company has only one class of equity shares of par value f 5 each. The authorised share capital as on March 31,
2025 was f 30,00,00,000 divided into 6,00,00,000 equity shares of f 5 each. The paid-up share capital as on
March 31, 2025 was f 16,70,53,025 divided into 3,34,10,605 equity shares of f 5 each.
Transfer to Reserve
Your Company has not made any transfer of amounts to General Reserve during the year.
Material Changes affecting the Financial Position of the Company
SecureKloud Technologies, Inc, a subsidiary of the Company, filed for bankruptcy proceedings under Chapter 7 of the
bankruptcy laws of the United States. The Company has made a provision of f 2,608 lakhs relating to accounts receivable
from SecureKloud Technologies, Inc for the quarter ended June 30, 2025, in accordance with the requirements of Ind-AS
109 - Financial Instruments. Additionally, the Company also provided for f 10,112 lakhs for impairment of the investment in
the said subsidiary for the quarter ended June 30, 2025, in accordance with Ind AS 36 - Impairment of Assets and thus has
impaired a total sum of f 11,860 Lakhs of investment in the said Subsidiary.
The Company intends to propose a resolution for Approval under Section 180(1)(a) of the Companies Act, 2013
(âThe Actâ) and Regulation 24(5) and 24(6) of the SEBI Listing Regulations, to sell and dispose of assets held in /
of Securekloud Technologies Inc. (âSubsidiaryâ) at the ensuing Annual General Meeting (AGM), forming part of the
AGM Notice.
Dividend
Due to inadequacy of profits, the Board has not recommended any dividend for the Financial Year 2024-25.
Public Deposits
Your Company has neither accepted any deposits from the public nor accepted any amounts which are deemed
to be deposits within the meaning of sections 73 to 76 of the Act (as amended) and the Rules made thereunder, to
the extent applicable.
Pursuant to the Ministry of Corporate Affairs (MCA) notification amending the Companies (Acceptance of Deposits)
Rules, 2014, the Company has filed with the Registrar of Companies (ROC) the requisite forms for outstanding
receipt of money/loan by the Company, which is not considered as deposits.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
During the year, the Company transferred, the unclaimed dividend amounting to f 0.70 Lakhs and the corresponding
9,291 equity shares, to the Investor Education and Protection Fund (I EPF). Despite best efforts, the Company could
not reconcile the required information from the Bankers within the prescribed timelines and hence there were
invariable delay in compliances.
Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written
request to the Company at [email protected] or to the Companyâs Registrar and Transfer Agent Adroit
Corporate Services Pvt. Ltd., 17-20, Jafferbhoy Ind. Estate, 1st Floor, Makhwana Road, Marol Naka, Andheri ( E )
Mumbai 400 059.
Details of shares transferred to IEPF Authority and the procedure for claiming shares from IEPF are available
on the website of the Company. The same can be accessed through the link:
https/// www.securekloud.com/details-of-unclaimed-dividend. The said details have also been uploaded on
the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.
Particulars of Loans, Guarantees or Investments
Your Company has given corporate guarantee on behalf of its subsidiary, SecureKloud Technologies Inc and
step-down subsidiary, Healthcare Triangle Inc for facilitating business needs. The outstanding amount as on March
31,2025 is as below:
|
Name of the subsidiary |
Outstanding Value of loan as on March 31, 2025 |
|
SecureKloud Technologies Inc |
1,129 |
|
Healthcare Triangle Inc and Devcool Inc |
662 |
|
Total |
1,791 |
|
Value of Guarantee |
4,250 |
Loans, guarantees and investments covered under Section 186 of the Act and Regulation and regulation 34(3) and
Schedule V of the SEBI Listing Regulations form part of the notes to the Financial Statements provided in this
Annual Report.
Unsecured Loan from Directors
During the year under review, the Company has accepted an unsecured loan from Mr. Suresh Venkatachari, who
has provided a declaration in writing to that effect that the amount is not been given out of funds acquired by him
by borrowing or accepting loans or deposits from others.
The outstanding unsecured loan from directors as on March 31,2025 is as under
|
S.no |
Name of the Director |
Outstanding Value of loan as on March 31,2025 |
|
1. |
Mr. R S Ramani1 |
3,137 |
|
2. |
Mr. Suresh Venkatachari |
149 |
Disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014
There was no instance of one-time settlement with any bank or financial institution.
Compliance Culture
Your Company continues to promote a culture in which compliance with laws, the internal regulations and market
standards is seen as an integral part of doing business. At its core, compliance culture of the Company is guided
and supported by many people to create an environment in which everyone can say and do the right thing. The
Company believes that a successful compliance culture does not view training as a once and done exercise, but as
a continual process aimed at closing knowledge gaps and upskilling employees.
Board and Committee Meetings
The Board met nine (9) times during the Financial Year 2024-25. The details regarding the Board meetings and
Committee meetings are given separately in the report on Corporate Governance as Annexure III to this report.
The gap intervening between two meetings of the Board is within the stipulated time frame prescribed in the Act
and SEBI Listing Regulations.
Committees of the Board
The details of the powers, functions, composition, and meetings of the Committees of the Board held during the
year are given in the Report in the Corporate Governance section forming part of the Annual Report.
Separate Meeting of Independent Directors
During the year, a separate meeting of independent directors was held on March 28, 2025. The Independent
Directors actively participated and provided guidance to the Company in all its spheres.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company provides for the roles and responsibilities of the
Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation of the
Directors and senior management. Further, as per the policy, the said Committee identify potential candidates
with integrity, possessing relevant skill set, expertise and experience for becoming members of the Board and
determining the composition of the Board based on the need and requirements of the Company from time to
time to bring out diversity in the Board and also identify persons to be recruited in the senior management of the
Company and ensure the compensation packages and other human resource practices are effective in maintaining
a competent workforce and make recommendations relating thereto. The remuneration policy is available on the
website of the Company at https//vww.securekloud.com/investor/policies/8 Nomination-and-Remuneration-
Policy.pdf.
Subsidiary Companies
The shares held by the Company in its Subsidiaries / Step-down Subsidiaries as at March 31,2025 are as follows:
|
S. No |
Name of the Company |
Relationship |
% of shares held |
Remarks |
|
1 |
SecureKloud Technologies |
Subsidiary |
60.71% |
|
|
(a) |
SecureKloud Technologies |
Step-down subsidiary |
SecureKloud Tech¬ |
|
|
(b) |
Nexage Technologies Inc. |
Step-down subsidiary |
SecureKloud Technol¬ |
|
|
2 |
Healthcare Triangle Inc. |
Subsidiary |
SecureKloud Tech¬ |
The Company, through its |
|
(a) |
Devcool Inc. |
Step-down subsidiary |
Healthcare Triangle |
|
|
3 |
Blockedge Technologies Inc. |
Subsidiary |
100% |
|
|
4 |
Mentor Minds Solutions and |
Subsidiary |
100% |
|
|
5 |
Healthcare Triangle Private |
Subsidiary |
99.99% |
The Company, in consequence to few corporate actions, has acquired controlling interest in the following entities,
through its Subsidiary viz. Healthcare Triangle Inc., after the close of Financial Year and as on the date of this Report:
|
S. No |
Name of the Company |
Relationship |
% of shares held |
|
1 |
QuantumNexis Inc. |
Step-down subsidiary |
Healthcare Triangle Inc holds 100% |
|
2 |
QuantumNexis Sdn Bhd |
Step-down subsidiary |
QuantumNexis Inc. holds 80% |
|
3 |
Ezovion Solution P Ltd |
Step-down subsidiary |
QuantumNexis Inc. holds 100% |
A statement under Section 129 (3) of the Act in form AOC-1 is attached as Annexure IV to this report. The statement
also provides details of performance and financial position of each of the subsidiaries, associate and joint venture.
There has been no material change in the nature of business of subsidiaries.
Consolidated Accounts
The Consolidated Financial Statements of the Company are prepared in accordance with the provisions of Section 129
of the Act read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI Listing Regulations. The Audited
Consolidated Financial Statements together with the Auditorâs Report forms part of the Annual Report.
Conservation of Energy
Your Company is a Software Company and hence the operations of the Company are not energy intensive. The
Company employs energy efficient computers and office equipment. The Company is conscious about environment
protection and energy conservation and strives to evolve new technologies to see to that, the infrastructure is more
energy efficient.
Various practices have been implemented, such as adjusting AC temperature settings, monitoring AC systems
based on occupancy, seasonal adjustments to AC temperatures, and shutting down unused lights and equipment
on respective floors, all of which are rigorously monitored and enforced. Also implementing regular checks to
power down monitors and machinery during non-operational hours and weekends to reduce IT equipment power
consumption.
Technology Absorption
The Company has always adopted the latest trends and best practices to build capability in new and emerging
technologies. To encourage a culture of innovation in solving industry challenges, the Company strived to
strengthen our collaboration with healthcare and life sciences enterprises and have institutionalized programs that
encourage employees to contribute ideas. The company has used technology to improve the work experience
of the resources and ensure efficient delivery to the customers by migrating critical applications to the cloud and
ensuring adequate business continuity. The Companyâs operations do not require significant import of technology.
Foreign Exchange
|
Particulars |
as on March 31,2025 |
|
Earnings in foreign exchange |
2,863.76 |
|
Foreign exchange outflow |
- |
Internal Financial Controls
The Company has formulated a framework on internal financial controls and laid down policies and procedures
commensurate with the size and nature of its operations pertaining to financial reporting. In accordance with
Rule 8 (5) (/iii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to
monitor business processes, financial reporting and compliance with applicable regulations and they are operating
effectively. The systems are periodically reviewed by the Audit Committee of the Board, for identification of
deficiencies and necessary time bound actions are taken to improve efficiency at all the levels. The Committee also
reviews the observations forming part of internal auditorsâ report, key issues and areas of improvement, significant
processes and accounting policies.
Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has formulated a policy on prevention of sexual harassment at workplace and has put in place
a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory
employment practices for all genders. The Company has constituted Internal Complaints Committee which is
responsible for redressal of complaints related to sexual harassment.
Further disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been provided in detail under the Corporate Governance Report. The Policy is also uploaded on the
website of the company which can be viewed at https//vww.securekloud.com/investor/policies/Sexual-
Harrasment-Prevention-Policy-and-Process-3.0.pd .
Disclosure under the Maternity Benefit Act, 1961
Your Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961.
Directors and Key Managerial Personnel
As on date of this report, the Board comprises of Six directors, out of which three are Independent Directors and
the Chairman of the Board is an Executive Director. The details of each member of the Board as on the date of this
report forms part of Corporate Governance report. During the year under review, the following changes were made
to the Board and Key Managerial Personnel:
Appointments:
⢠Ms. Jayashree Vasudevan has been appointed as the Company Secretary and Compliance Officer of the
Company with effect from May 13, 2024.
⢠Mr. Venkateswaran Krishnamurthy was appointed as the Whole-time Director of the Company with
effect from January 2, 2025.
⢠Mrs. Jayanthi Talluri was appointed as an Independent Director of the Company with effect from
January 2, 2025.
Resignations:
⢠Ms. Roshini Selvakumar, Company Secretary and Compliance Officer resigned from her position with
effect from May 9, 2024.
⢠Mr. Srinivas Mahankali resigned from the position of Whole-time Director and Chief Business Officer with effect from
January 2, 2025.
⢠Mr. Biju Chandran resigned from the position of Independent Director with effect from January 2, 2025.
Further details are captured separately in the Corporate Governance report.
Director liable to retire by rotation
Pursuant to Section 152 of the Act, Mr. Suresh Venkatachari (DIN:00365522), Chairman, Director & Chief Executive
Officer is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks
re-appointment. The Board of Directors on the recommendation of Nomination and Remuneration Committee (âNRCâ),
recommended his re-appointment for consideration by the Members at the ensuing AGM.
The following are the Key Managerial Personnel (KMPâs) of the Company as on March 31, 2025:
⢠Mr. Suresh Venkatachari, Chairman and Chief Executive Officer (CEO)
⢠Mr.Venkateswaran Krishnamurthy2, Whole-time Director and Chief Revenue Officer (CRO)
⢠Mr. Ramachandran Soundararajan, Chief Financial Officer
⢠Mrs.Jayashree Vasudevan3, Company Secretary and Compliance Officer
Brief resume and other details of the Directors being appointed/re-appointed at the ensuing AGM as stipulated
under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI
Listing Regulations, are separately disclosed in the Notice of ensuing AGM.
None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors
of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.
Independent Directors
The Board of Directors of your Company comprises optimal number of Independent Directors. The following
Non-Executive Directors are independent in terms of Regulation 16(1)(b) of the SEBI Listing Regulations and
Section 149(6) of the Act:
1. Mr. V V Sampath Kumar (DIN:00879266)
2. Mrs. Panchi Samuthirakani (DIN:09205373)
3. Mrs.Jayanthi Talluri4 (DIN: 09272993)
Declaration by Independent Directors
The Company has received declaration of independence from the Independent Directors under Section 149(6)
of the Act, and Regulation 16 (1) (b) and Regulation 25 of the SEBI Listing Regulations confirming that they meet
the criteria of independence which has been duly evaluated by the Board. The Board is of the opinion that the
Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold
highest standards of integrity (including the proficiency) and fulfill the conditions specified in the Act read with
Rules made thereunder and SEBI Listing Regulations and are eligible & independent of the management. Further,
all the independent directors have confirmed that they have registered themselves on the Independent Directorâs
data bank maintained by the Indian Institute of Corporate Affairs as mandated by Companies (Appointment and
Qualification of Directors) Rules, 2014. The Independent Directors have complied with the code for Independent
Directors prescribed in Schedule IV to the Act, and in the opinion of the Board, the Independent Director(s)
appointed during the year are persons of integrity, expertise and experience (including the proficiency).
Familiarization Program for Independent Directors
The Company has in place a familiarization program for its Independent Directors. The objective of the program is to
familiarize Independent Directors on our Board with the business of the Company, industry in which the Company
operates, business model, challenges etc. through various programs which includes interaction with subject matter
experts within the Company, meetings with our business leads and functional heads on a regular basis.
The familiarization program and other disclosures as specified under the SEBI Listing Regulations is available
on the Companyâs website at https//vww.securekloud.com/investor/policies/3 Familiarisation-Program-for-
Independent-Directors.pd .
Particulars of Employees
The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to
the median of employeesâ remuneration as required under Section 197 (12) of the Act, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure II (a)
to this Report.
A statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees
as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure II (b).
Report on Corporate Governance
Pursuant to Regulation 34 (3) and Schedule V of SEBI Listing Regulations, the Corporate Governance Report
forms an integral part and has been enclosed as Annexure III to this Report.
A Certificate from V. Vasumathy & Associates, Company Secretary in practice, on the compliance with the
conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is attached as Annexure III (c)
to this Report. The response from management for qualifications made by the Company Secretary is incorporated
at appropriate places.
Auditors
Statutory Audit
M/s. K. Gopal Rao & Co., Chartered Accountants (Firm Registration No. 000956S) were appointed as the Statutory
Auditors of the Company for a term of five years, from the conclusion of the 35th Annual General Meeting (AGM)
held on September 30, 2020, until the conclusion of the 40th AGM to be held in 2025.
Consequently, M/s. K. Gopal Rao & Co., Chartered Accountants, complete their first term of five consecutive years
as the Statutory Auditors of the Company at the conclusion of 40th AGM of the Company.
Pursuant to Section 139(2) of the Act, the company can appoint an auditorâs firm for a second term of five
consecutive years. M/s. K. Gopal Rao & Co., Chartered Accountants, have consented to the said reappointment,
and confirmed that their reappointment, if made, would be within the limits specified under Section 141(3)(g) of the
Act. They have further confirmed that they are not disqualified to be reappointed as Statutory Auditor in terms of
the provisions of the Act, and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from
time to time. The Auditors have further confirmed that they have undergone the peer review process conducted by
the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board
of the ICAI.
Based on the recommendation of the Audit Committee, the Board is of the opinion that continuation of
M/s. K. Gopal Rao & Co., Chartered Accountants, as Statutory Auditors will be in the best interests of the Company
and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company,
for a second term of five years, from the conclusion of the ensuing AGM, till the 45th AGM to be held in the
calendar year 2030, at such remuneration mutually agreed and approved by the Board.
The Auditorsâ Report for the Financial Year ended March 31, 2025, does not contain any qualification, reservation, or
adverse remark, except for the following, for which the Managementâs response has also been incorporated:
Concentration risk from subsidiary may potentially raise The Company is actively pursuing growth
doubt about the Companyâs ability to continue as a going opportunities across geographies to mitigate
concern the concentration risk. Investments in emerging
businesses, AI platforms, and geographies are being
prioritized to balance the revenue mix over the
medium to long term.
The report is enclosed with the Financial Statements in this Annual Report.
Secretarial Audit
Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company engaged the services of V. Vasumathy &
Associates, practicing company secretaries to undertake the secretarial audit of the Company for the year ended
March 31, 2025.
The Secretarial Audit Report is enclosed as Annexure I to this report.
Explanation/comments for qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor
are given below:
|
Observation |
Managementâs Response |
|
Draft Minutes of Board and Audit Committee Meetings |
There was a delay of 3 days which was due to certain |
|
Certain routine items were not part of the Agenda, |
Since the routine items were operational in nature and |
|
Certain items that would need deliberations at a Meeting |
Since the items taken up in âany other itemâ were with the |
|
There was a delay in sending notice of transfer of |
In order to send notices and make public announcement, |
|
Observation |
Managementâs Response |
|
In Form AOC 2 attached to the Directorsâ Report of |
Although the value is not captured in AOC 2, It is |
|
As required under Regulation 24 (1), the Company has |
The Company was of the initial view that Regulation It has been identified that Healthcare Triangle Inc. may It is pertinent here to inform that Devcool Inc. as on the |
|
Shareholdersâ Approval through Postal Ballot dated The Audit Committee and Board in its Meetings held on |
The Company in June 2024 obtained the approval of However, on August 14, 2024 the identified third-party Although the Company obtained the approvals under |
|
The listed entity disclosed on August 31, 2024 about |
The delay in disclosure was due to information flow |
|
Observation |
Managementâs Response |
|
Further, the Asset Transfer Agreement for the aforesaid |
The Board notes the non-disclosure of the Asset Transfer |
|
Memorandum of Understanding for revision in |
The delay in disclosure was unintentional and the |
|
Delay in disclosure of imposition of fine or penalty by |
The correspondence was duly received from the |
|
Notice of delisting of Healthcare Triangle Inc. (Step- |
The delay in disclosure was due to information flow |
|
The Company has not disclosed penalties levied by the |
This was an unintentional lapse due to a |
|
Appointment of Auditors of Healthcare Triangle Inc., |
The delay in disclosure was due to information flow |
Internal Audit
M/s. K V Sudhakar, Chartered Accountants, are Internal Auditors of the Company. The Audit Committee determines
the scope of Internal Audit in line with regulatory and business requirements.
Cost Records and Cost Audit
Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1)
of the Act are not applicable for the business activities carried out by the Company.
Reporting of Fraud
No instance of fraud committed against the Company by its officers or employees has been reported by either
Statutory Auditor or by Secretarial Auditor during the year under review.
Secretarial Standards
The Company has complied with the applicable secretarial standards (SS 1) on meetings of Board of directors and
(SS 2) on general meeting issued by the Institute of Company Secretaries of India as per Section 118(10) of the Act.
Extract of Annual Return
In accordance with Sections 134(3)(a) and 92(3) of the Act, the draft Annual Return in form MGT-7 is placed on the
website at https//vww.securekloud.com/investor/annual-report/2024-2025/Draft-MGT7.pdf.
Related Party Transactions
The Board of Directors has adopted a policy on Related Party Transactions. The objective is to ensure proper
approval, disclosure and reporting of transactions as applicable, between the Company and any of its related
parties. All contracts or arrangements with related parties, entered into or modified during the Financial Year were
at armâs length basis and in the ordinary course of the Companyâs business. Transactions with related parties, as per
requirements of Indian Accounting Standard 24 are disclosed in the note no. 36 and 34 of the notes forming part
of the standalone and consolidated financial statements respectively in the annual report. The Companyâs policy
on related party transactions, as adopted by your Board, can be accessed on the Companyâs website
at https/www.securekloud.com/investor/policies/7 Policy-on-Related-Party-Transactions.pdf.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act along with the
justification for entering into such contracts or arrangements in Form AOC-2 is enclosed herewith as
Annexure V, forming part of this report.
Code of Business Conduct and Ethics
The Board of Directors has approved a code of conduct and ethics in terms of Schedule V of the Act, and SEBI Listing
Regulations. All the Board members and the Senior Management Personnel have confirmed compliance with the
code for the year ended March 31, 2025. The annual report contains a declaration to this effect signed by the
Chairman & CEO.
Details of Significant and Material orders passed by the Regulators or Courts or Tribunals
The list of orders passed by the regulatory authorities has been captured under a separate section in the Corporate
Governance Report.
The Company had since received a notice of recovery of a sum of f 400 Lakhs from SEBI pursuant to their order passed
on December 16, 2022. The matter is under appeal before the Securities Appellate Tribunal (âSATâ). Upon request, the SAT
directed the Company to remit 50% of the dues and granted a stay on the collection of the balance amount. The Company
in the month of June 2025 has duly remitted f 200 Lakhs towards the demand.
Risk Management
Your Company implemented a risk management framework and has in place a mechanism to inform the Board
members about risk management and minimization procedures and periodical review to ensure that risks are
controlled by the framework.
Evaluation of Boardâs Performance
Pursuant to provisions of the Act, and the SEBI Listing Regulations, annual performance evaluation of the Directors
including the Chairperson, Board and its Committees has been carried out. The Board also conducted an evaluation
of independent directors which included performance of directors and fulfilment of criteria as specified in Regulation
17(10) of SEBI Listing Regulations, and their independence from the management, where the independent directors
did not participate.
As part of the evaluation process, individual criteria for each of the exercise was formulated based on the guidance
note on board evaluation issued by the Securities and Exchange Board of India on January 5, 2017 Each member of
the Board/Committee/Director was sent a formal questionnaire designed with qualitative parameters and feedback
based on ratings. According to the Act and SEBI Listing Regulations, they had to rate each parameter individually.
The evaluations were presented to the Board, Nomination and Remuneration Committee, and the Independent
Directors Meeting for review .
Insolvency and Bankruptcy Code
During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016, hence the requirement to disclose the details of application made or proceeding pending at the end
of Financial Year is not applicable.
Corporate Social Responsibility
In the absence of adequate profits for the year an obligation towards CSR as mandated by Section 135 of the Act,
does not arise.
Software Technology Park
During the year under review, our company has been registered under the Software Technology Parks of India
(STPI) Scheme. The STP Scheme is a 100% export-oriented scheme for the development and export of computer
software, including export of professional services using communication links or physical media. As a unique
scheme, it focuses on one sector, i.e. computer software.
Directors & Officers Insurance Policy
Your Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved
by the Board. The policy complies with the requirement of Regulation 25(10) of SEBI Listing Regulations.
Directorâs Responsibility Statement
In terms of Section 134 (5) of the Act, Board of directors, to the best of their knowledge and ability, confirm:
i) That in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material departures.
ii) The directors have selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year March 31, 2025, and of the profit or loss of the Company for the
year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and
vi) The directors have devised proper system to ensure compliance with the provisions of all applicable laws
and that such system is adequate and operating effectively.
Acknowledgement and Appreciation
The Directors also wish to thank all the employees for their contribution, support and continued commitment throughout
the year.
The Directors take this opportunity to thank the shareholders, financial institutions, vendors, banks, customers, suppliers and
regulatory and governmental authorities for their continued support to the Company.
For and on behalf of the Board,
SecureKloud Technologies Limited
Suresh Venkatachari Venkateswaran Krishnamurthy
DIN: 00365522 DIN: 10886686
Chairman and CEO Whole-time Director and CRO
Place: San Francisco Chennai
Date: August 14, 2025 August 14, 2025
During the FY 2017-18, an unsecured loan was taken from Mr. R S Ramani, who at the time of the receipt of the amount, was a director of the
Company
Mar 31, 2024
The Board of Directors of SecureKloud Technologies Limited have pleasure in presenting the Thirty Ninth (39th) Annual Report on the business and operations for the year ended March 31, 2024 along with the Audited Financial Statements (standalone and consolidated).
The financial performance of the Company for the year ended March 31, 2024 and March 31, 2023 is summarized below:
|
(T in Lakhs) |
||||
|
Standalone |
Consolidated |
|||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue from operations |
5,023 |
5,931 |
34,032 |
45,844 |
|
Earnings Before Interest, Depreciation and Amortization |
886 |
531 |
(6,231) |
(7,097) |
|
Interest |
508 |
527 |
1,543 |
1,032 |
|
Depreciation and Amortization |
282 |
276 |
1,737 |
1,798 |
|
Profit Before Tax (PBT) before Exceptional Item |
96 |
(272) |
(9,511) |
(9,927) |
|
Exceptional Item |
2,833 |
- |
- |
- |
|
Profit Before Tax (PBT) After Exceptional Item |
(2,737) |
(272) |
(9,511) |
(9,927) |
|
Profit After Tax (PAT) before Minority Interest |
(2,769) |
(268) |
(9,570) |
(9,876) |
|
Profit After Tax (PAT) after Minority Interest |
(2,769) |
(268) |
(3,629) |
(4,859) |
Review of Operations & Performance
The Company has reported consolidated revenue from operations of INR 34,032 lakhs for the financial year 2024, a decrease of 25.77% compared to financial year 2023. This was primarily due to healthcare projects coming to an end in Financial Year 2024. Additionally, there was a drop in revenue due to loss of a major customer. The loss before taxes had marginally come down during the financial year 2024 to INR 9,511 lakhs as compared to INR 9,927 lakhs during the financial year 2023.
Management Discussion and Analysis
Management Discussion and Analysis as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided separately as Annexure VI to this report.
The Company has only one class of equity shares of par value INR 5 each. The authorised share capital as on March 31, 2024 was INR 3,000 lakhs divided into 600 lakhs equity shares of INR 5 each. The paid-up share capital as on March 31, 2024 was INR 16,70,53,025 divided into 3,34,10,605 equity shares of INR 5 each.
Transfer to Reserve
The Company has not made any transfer of amounts to General Reserve during the year.
Material Changes affecting the Financial Position of the Company
The Management identified a significant change in circumstances arising from the loss of a major customer within our step-down subsidiary, Devcool Inc. Historically, this customer accounted for approximately 33% of the Company''s consolidated revenues. Based on the Impairment assessment, Management provided a one-time write-off of INR 22.66 Crores from the value of the customer relationship and INR 9.73 Crores from Goodwill as of March 31, 2024.
Due to inadequacy of profits, the Board has not recommended any dividend for the financial year 2023-24.
Public Deposits
The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 (as amended) and the Rules made thereunder, to the extent applicable.
Pursuant to the Ministry of Corporate Affairs (MCA) notification amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (ROC) the requisite forms for outstanding receipt of money/loan by the Company, which is not considered as deposits.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
There was no amount required to be transferred to Investor Education and Protection Fund during the year. Particulars of Loans, Guarantees or Investments
The Company has given Corporate guarantee on behalf of its subsidiary, SecureKloud Technologies Inc and step-down subsidiary, Healthcare Triangle Inc for facilitating business needs. The outstanding amount as on March 31, 2024 is as below:
|
(f in Lakhs) |
|
|
Name of the subsidiary |
Outstanding Value of loan |
|
SecureKloud Technologies Inc |
1,476 |
|
Healthcare Triangle Inc and Devcool Inc |
1,080 |
|
Total |
2,556 |
|
Value of guarantee |
4,250 |
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 and Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the notes to the financial statements provided in this Annual Report.
Disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules,2014
There was no instance of one-time settlement with any bank or financial institution.
The Company promotes a culture in which compliance with laws, the internal Regulations and market standards is seen as an integral part of doing business. At its core, compliance culture of the Company is guided and supported by many people to create an environment in which everyone can say and do the right thing. The Company believes that a successful compliance culture does not view training as a once and done exercise, but as a continual process aimed at closing knowledge gaps and upskilling employees.
The Board met Nine (9) times during the financial year 2023-24. The details regarding the Board meetings and Committee meetings are given separately in the report on Corporate Governance as Annexure III to this report. The gap intervening between two meetings of the Board is within the stipulated time frame prescribed in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the powers, functions, composition, and meetings of the Committees of the Board held during the year are given in the Report in the Corporate Governance Section forming part of the Annual Report.
Declaration by Independent Directors
The Company has received declaration of independence from the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence which has been duly evaluated by the Board. Further, all the Independent Directors have confirmed that they have registered themselves on the Independent Directorâs data bank maintained by the Indian Institute of Corporate Affairs as mandated by Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and in the opinion of the Board, the Independent Director(s) appointed during the year are persons of integrity, expertise and experience (including the proficiency).
Familiarization Program for Independent Directors
The Company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges etc.
The familiarization program and other disclosures as specified under the Listing Regulations is available on the Companyâs website at https://www.securekloud.com/investor/policies/3 Familiarisation-Program-for-Independent-Directors.pdf.
Separate Meeting of Independent Directors
During the year, a separate meeting of Independent Directors was held on January 31, 2024. The Independent Directors actively participated and provided guidance to the Company in all its spheres.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company provides for the roles and responsibilities of the Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation of the Directors and senior management. Further, as per the policy, the said Committee identify potential candidates with integrity, possessing relevant skill set, expertise and experience for becoming members of the Board and determining the composition of the Board based on the need and requirements of the Company from time to time to bring out diversity in the Board and also identify persons to be recruited in the senior management of the Company and ensure the compensation packages and other human resource practices are effective in maintaining a competent workforce and make recommendations relating thereto. The remuneration policy is available on the website of the Company at https://www.securekloud.com/investor/policies/8 Nomination-and-Remuneration-Policy.pdf
|
Subsidiary Companies |
|||
|
S. No |
Name of the Company |
Relationship |
% of shares held as on the date of this report |
|
1 |
SecureKloud Technologies Inc (USA) |
Subsidiary |
60.71% |
|
(a) |
Healthcare Triangle Inc |
Step-down subsidiary |
SecureKloud Technologies Inc holds 45% |
|
(i) |
Devcool Inc |
Step-down subsidiary |
Healthcare Triangle Inc holds 100% |
|
(b) |
SecureKloud Technologies Inc (Canada) |
Step-down subsidiary |
SecureKloud Technologies Inc holds 100% |
|
(c) |
Nexage Technologies Inc |
Step-down subsidiary |
SecureKloud Technologies Inc holds 100% |
|
2 |
Blockedge Technologies Inc |
Subsidiary |
100% |
|
3 |
Mentor Minds Solutions and Services Inc |
Subsidiary |
100% |
|
4 |
Healthcare Triangle Private Limited |
Subsidiary |
99.99% |
A statement under Section 129 (3) of the Companies Act, 2013 in form AOC-1 is attached as Annexure IV to this report. Consolidated Accounts
The consolidated financial statements of the Company is prepared in accordance with the provisions of Section 129 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with auditorâs report forms part of the Annual Report.
Conservation of Energy
The Company is a Software Company and hence the operations of the Company are not energy intensive. The Company employs energy efficient computers and office equipment. The Company is conscious about environment protection and energy conservation and strives to evolve new technologies to see to that, the infrastructure is more energy efficient.
Various practices have been implemented, such as adjusting AC temperature settings, monitoring AC systems based on occupancy, seasonal adjustments to AC temperatures, and shutting down unused lights and equipment on respective floors, all of which are rigorously monitored and enforced. Also implementing regular checks to power down monitors and machinery during non-operational hours and weekends to reduce IT equipment power consumption.
The Company has always adopted the latest trends and best practices to build capability in new and emerging technologies. To encourage a culture of innovation in solving industry challenges, the Company strived to strengthen our collaboration with healthcare and life sciences enterprises and have institutionalized programs that encourage employees to contribute ideas. The Company has used technology to improve the work experience of the resources and ensure efficient delivery to the customers by migrating critical applications to the cloud and ensuring adequate business continuity. The Companyâs operations do not require significant import of technology.
|
Foreign Exchange |
(7 in Lakhs) |
|
Particulars |
2023-24 |
|
Earnings in foreign exchange |
3,540.30 |
|
Foreign exchange outflow |
- |
The Company has formulated a framework on internal financial controls and laid down policies and procedures commensurate with the size and nature of its operations pertaining to financial reporting. In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable Regulations and they are operating effectively. The systems are periodically reviewed by the Audit Committee of the Board, for identification of deficiencies and necessary time bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditorsâ report, key issues and areas of improvement, significant processes and accounting policies.
Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has formulated a policy on prevention of sexual harassment at workplace and has put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders. The Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment.
Further disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been provided in detail under the Corporate Governance report.
Directors and Key Managerial Personnel
As on date of this report, the Board comprises of Six Directors, out of which Three are Independent Directors and the Chairman of the Board is an Executive Director. The details of each member of the Board as on the date of this report forms part of Corporate Governance report.
Mr. Suresh Venkatachari has been appointed as the Chairman and Chief Executive Officer of the Company with effect from February 07, 2024.
During the Financial Year, Mr. Thyagarajan R resigned from the position of Whole-time Director and Chief Financial Officer as a part of internal restructuring and Mr. Ramachandran S took charge as the Chief Financial Officer of the Company with effect from February 07, 2024.
Further during the Financial Year, Mr. V. Balasubramanian stepped down from the position of Chairperson with effect from February 07, 2024 and resigned from the position of Independent Director with effect from March 31, 2024.
The following are the Key Managerial Personnel (KMPâs) of the Company as on March 31, 2024
⢠Mr.Suresh Venkatachari1 , Chairman and Chief Executive Officer
⢠Mr.Ramachandran S2, and Chief Financial Officer
⢠Mr.Srinivas Mahankali, Whole-time Director & Chief Business Officer
⢠Ms.Roshini Selvakumar, Company Secretary & Compliance Officer
Changes after March 31, 2024, until the date of this Report
⢠Ms. Roshini Selvakumar, Company Secretary and Compliance Officer resigned from her position with effect from May 09, 2024.
⢠Ms. Jayashree Vasudevan has been appointed as the Company Secretary and Compliance Officer of the Company with effect from May 13, 2024.
ECIR against Promoters unequivocally quashed by the Madras High Court
Madras High Court has unequivocally quashed the money laundering case filed by the Enforcement Directorate (ED) against Mr. Suresh Venkatachari and Mr. R S Ramani, promoters of the Company. The same was upheld by the Supreme Court of India. The Supreme Court rejected the appeal filed by the Enforcement Directorate, affirming the Madras High Court''s judgment and conclusively endorsing the quashing of the predicate offence of the ECIR. The order underscores the fact that SecureKloud is in no way connected to the money laundering charges levelled against the promoters.
Particulars of Employees
The percentage increase in remuneration, ratio of remuneration of each Director and key managerial personnel to the median of employeesâ remuneration as required under Section 197 (12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure II (a) to this report.
A statement as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure II (b).
Report on Corporate Governance
Pursuant to Regulation 34 (3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance report forms an integral part and has been enclosed as Annexure III to this report.
A Certificate from M/s. SPNP & Associates, a firm of Company Secretaries in practice, confirming the compliance with the conditions of Corporate Governance as stipulated under the said Regulations is attached as Annexure III to this the Corporate Governance Report.
Auditors Statutory Audit
M/s. K. Gopal Rao & Co., Chartered Accountants (Firm Registration No.000956S) was appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of the 35th AGM of the Company held on September 30, 2020 till the conclusion of the 40th AGM to be held in 2025. In accordance with Sections 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the statutory auditors to the effect that have confirmed they are eligible to continue as auditor and they have not incurred any disqualification after their appointment. The auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer review Board of the ICAI.
The Auditorsâ Report for Financial Year ended March 31, 2024 does not contain any qualification, reservation, or adverse remark, other than the following for which the managementâs response is also incorporated:
|
Observation |
Managementâs Response |
|
|
Going Concern: The Companyâs continued operating losses raise substantial doubt about its ability to continue as a going concern. |
The Company is working on detailed plans to raise fresh equity capital and reduce costs to cut operating losses, to make the operations profitable. |
|
|
The report is enclosed with the financial statements in |
this Annual Report. |
|
Secretarial Audit
Pursuant to provisions of Section 204 of Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company engaged the services of M/s. SPNP & Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company for the year ended March 31, 2024.
The secretarial audit report is enclosed as Annexure I to this report.
|
Observation |
Managementâs Response |
|
The transactions entered between SecureKloud Technologies Inc and Healthcare Triangle Inc for the financial year 2022-23, exceeded the limits for which omnibus approval was obtained from the Audit Committee. Thus, the Audit Committee ratified the transaction at its meeting held on May 29, 2023, and shareholdersâ approval for the same was sought only at the 38th Annual General Meeting held on September 26, 2023. |
During the financial year 2022-23, prior approval of the Audit Committee for the transactions between SecureKloud Technologies Limited and Healthcare Triangle Inc was duly sought; however, the total value of transactions exceeded the value for which omnibus approval was sought at the beginning of the year. Hence, the Audit Committee ratified the transaction at its meeting held on May 29, 2023 and shareholdersâ approval for the same was also sought at the 38th Annual General Meeting held on September 26, 2023. |
|
The Audit Committee had ratified and approved the guarantee extended during the financial year 2022-23, under Section 186, on behalf of Healthcare Triangle Inc and Devcool Inc at itâs meeting held on August 10, 2023. |
The Company had obtained shareholder''s approval for providing Corporate Guarantee to SecurekloudTechnologies Inc., subsidiary vide postal ballot dated February 20, 2015. Subsequently, the Corporate Guarantee was amended to include Healthcare Triangle Inc. & Devcool Inc. Therefore, company sought approval from Audit Committee dated August 10, 2023 and shareholdersâ approval for the same was obtained at the 38th Annual General Meeting. |
|
The Audit Committee had ratified the related party transaction with Healthcare Triangle Inc (Corporate guarantee) entered during the Financial Year 2022-23 only at its meeting held on August 10, 2023. The Shareholders approval for the same was subsequently sought at the 38th Annual General Meeting held on September 26, 2023. |
Internal A udit
M/s. K V Sudhakar, Chartered Accountants, are the Internal Auditors of the Company. The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements.
Cost Records and Cost Audit
Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
Reporting of Fraud
No instance of fraud committed against the Company by its officers or employees has been reported by either Statutory Auditor or by Secretarial Auditor during the year under review.
The Company has complied with the applicable secretarial standards (SS 1) on meetings of Board of Directors and (SS 2) on general meeting issued by the Institute of Company Secretaries of India as per Section 118(10) of the Companies Act, 2013.
In accordance with Sections 134(3)(a) and 92(3) of the Companies Act, 2013 the draft annual return in form MGT-7 is placed on the website at https://www.securekloud.com/investor/annual-report/2023-2024/Draft-MGT7.pdf
The Board of Directors has adopted a policy on Related Party Transactions. The objective is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. All contracts or arrangements with related parties, entered into or modified during the financial year were at armâs length basis and in the ordinary course of the Companyâs business. Transactions with related parties, as per requirements of Indian Accounting Standard 24 are disclosed in the note no. 36 and 34 of the notes forming part of the standalone and consolidated financial statements respectively in the Annual Report. The Companyâs policy on related party transactions, as adopted by your Board, can be accessed on the Companyâs website at https://www.securekloud.com/investor/policies/7 Policy-on-Related-Party-Transactions.pdf
Particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contracts or arrangements in Form AOC-2 is enclosed herewith as Annexure -V, forming part of this report.
Code of Business Conduct and Ethics
The Board of Directors has approved a code of conduct and ethics in terms of Schedule V of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. All the Board members and the Senior Management Personnel have confirmed compliance with the code for the year ended March 31, 2024. The Annual Report contains a declaration to this effect signed by the Chairman & CEO.
Details of Significant and Material orders passed by the Regulators or Courts or Tribunals
The list of orders passed by the regulatory authorities has been captured under a separate Section in the Corporate Governance report.
The Company implemented a risk management framework and has in place a mechanism to inform the Board members about risk management and minimization procedures and periodical review to ensure that risks are controlled by the framework.
Evaluation of Boardâs Performance
The performance of the Board was evaluated after seeking inputs from all the Directors. The Board has carried out an evaluation of its own performance, Committees as a whole, Independent and Non-Independent Directors and that of its Directors individually. The manner in which the evaluation has been carried out is explained in the Corporate Governance report. Detailed note on the composition of the Board and its Committees are provided in the Corporate Governance report.
Insolvency and Bankruptcy Code
During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.
Corporate Social Responsibility
In the absence of adequate profits for the year an obligation towards CSR as mandated by Section 135 of the Companies Act, 2013 does not arise.
During the year under review, the Company has been registered under the Software Technology Parks of India (STPI) Scheme. The STP Scheme is a 100% export-oriented scheme for the development and export of computer software, including export of professional services using communication links or physical media. As a unique scheme, it focuses on one sector, i.e. computer software.
Directorâs Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:
i. That in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024, and of the profit or loss of the Company for the year under review.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.
Acknowledgement and Appreciation
The Directors wish to thank all the employees for their contribution, support and continued commitment throughout the year.
The Directors take this opportunity to thank the shareholders, financial institutions, vendors, banks, customers, suppliers and regulatory and governmental authorities for their continued support to the Company.
Mar 31, 2023
|
The Board of Directors of SecureKloud Technologies Limited have pleasure in presenting the thirty eighth (38th) Annual Report on the business and operations for the year ended March 31, 2023 along with the audited financial statements (standalone and consolidated). Financial Performance The financial performance of the Company for the year ended March 31, 2023 and March 31, 2022 is summarized below: |
|
Revenue from operations 45,844 37940 5,931 4,423 Earnings Before Interest, Depreciation and Amortization (7,097) (8,189) 531 421 Interest 1,032 1,196 527 806 Depreciation and Amortization 1,798 1,141 276 117 Profit Before Tax (PBT) before Exceptional Item (9,927) (10,526) (272) (503) Exceptional Item - - - -Profit Before Tax (PBT) After Exceptional Item (9,927) (10,526) (272) (503) Profit After Tax (PAT) before Non Controlling Interest (9,876) (9,818) (268) (585) Profit After Tax (PAT) after Non Controlling Interest (4,859) (6,653) (268) (585) |
Results of our operations
The Company has reported consolidated revenue from operations of INR 45,844 lakhs for the financial year 2023, an increase of 20.8% compared to financial year 2022. This was primarily due to the growth in healthcare and life sciences business by 28.8% compared to the previous year, due to acquisition of Devcool Inc in November 2021 as well as new business from our existing customers'' reflecting continued adoption and acceleration in the demand for cloud technology. The loss before taxes had marginally come down during the financial year 2023 to INR 9,926 lakhs as compared to INR 10,525 lakhs during the financial year 2022. The loss was primarily due to our continued investment in maintaining our existing platforms, investment towards development of blockedge web3 and neutral zone as well increase in operational expenses related to delivery of software services.
Management Discussion and Analysis
Management discussion and analysis as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided separately as Annexure VI to this report.
Share Capital
The Company has only one class of equity shares of par value INR 5 each. The authorised share capital as on March 31, 2023 was INR 3,000 lakhs divided into 600 lakhs equity shares of INR 5 each. The paid-up share capital as on March 31, 2023 was INR 16,70,53,025 divided into 3,34,10,605 equity shares of INR 5 each.
Issue of Convertible Warrants and Allotment of Shares
The Company had previously allotted 45,00,000 convertible share warrants of INR 100 each to Mr. Suresh Venkatachari, promoter of the Company on March 17, 2021 on receipt of an upfront payment of INR 11,25,00,000 (rupees eleven crores and twenty five lakhs only), equal to 25% of the total consideration as per the terms of preferential issue in compliance with chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, section 42 and 62 of the Companies Act, 2013 and rules made thereunder as amended from time to time.
During the financial year 2022-23, 12,25,000 convertible share warrants were exercised by Mr. Suresh Venkatachari and the Company had duly obtained the approval from the stock exchanges for the listing and trading pursuant to the allotment of
12.25.000 equity shares and these shares are subject to the lock-in provisions as per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, 16,07,000 convertible share warrants were forfeited due to non-exercise on account of lapse of time.
Transfer to Reserve
16.07.000 convertible share warrants were forfeited due to non-exercise on account of lapse of time and consequently, INR
4.01.75.000 amounting to 25% of the value which was paid upfront was transferred to capital reserve.
Material Changes affecting the Financial Position of the Company
There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e., March 31, 2023 till the date of this report.
Dividend
Due to inadequacy of profits, the Board has not recommended any dividend for the financial year 2022-23.
Public Deposits
The Company has not accepted any deposits within the meaning of provisions of chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2023.
Pursuant to the Ministry of Corporate Affairs (MCA) notification amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (ROC) the requisite forms for outstanding receipt of money/loan by the Company, which is not considered as deposits.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
There was no amount required to be transferred to Investor Education and Protection Fund during the year.
Particulars of Loans, Guarantees or Investments
The Company has given corporate guarantee on behalf of its subsidiary, SecureKloud Technologies Inc and step-down subsidiary, Healthcare Triangle Inc for facilitating business needs. The outstanding amount as on March 31, 2023 is as below:
|
Name of the subsidiary |
Outstanding value as on March 31, 2023 |
Value of Guarantee |
|
SecureKloud Technologies Inc |
2,679 |
4,250 |
|
Healthcare Triangle Inc |
2,420 |
4,250 |
Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 and regulation 34(3) and schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the notes to the financial statements provided in this annual report.
Compliance Culture
The Company is essentially compliance centric and has a huge focus in this direction. The compliance function is manned by a dedicated and experienced team of professionals. The compliance team regularly conducts various educative training programs for various segments within the organization. The Company thrives towards a culture of ''Total Compliance'' and it has a ''Zero Tolerance'' policy for non compliances. There exists a comprehensive compliance manual, which is reviewed by the Board of Directors from time to time and it facilitates Company''s compliance team to monitor various compliance requirements effectively and comprehensively.
Board and Committee Meetings
The Board met thirteen(13) times during the financial year 2022-23. The details regarding the Board meetings and committee meetings are given separately in the report on corporate governance as Annexure III to this report. The gap intervening between two meetings of the Board is within the stipulated time frame prescribed in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Declaration by Independent Directors
The Company has received declaration of independence from the independent directors under section 149(7) of the Companies Act, 2013 and regulation 16 (1) (b) and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence which has been duly evaluated by the Board. Further, all the independent directors have confirmed that they have registered themselves on the independent directors data bank maintained by the Indian Institute of Corporate Affairs as mandated by Companies (Appointment and Qualification of Directors) Rules, 2014. The independent directors have complied with the code for independent directors prescribed in Schedule IV to the Companies Act, 2013 and in the opinion of the Board, the independent director(s) appointed during the year are persons of integrity, expertise and experience (including the proficiency).
Separate Meeting of Independent Directors
During the year, a separate meeting of independent directors was held on February 13, 2023. The independent directors actively participated and provided guidance to the Company in all its spheres.
Nomination and Remuneration Policy
The nomination and remuneration committee of the company reviews the composition of Board to ensure that there is an appropriate mix of talent, qualification, experience and diversity to serve the interests of the shareholders of the Company. Pursuant to section 178 of the Companies Act, 2013, the remuneration policy has been formulated to govern the terms of appointment and remuneration of Directors of the Company. The policy ensures that the remuneration paid is sufficient to retain and motivate the directors of the company. The remuneration policy is available on the website of the Company at https://www.securekloud.com/investor/policies/8 Nomination-and-Remuneration-Policv.pdf.
Subsidiary Companies
|
S. No |
Name of the Company |
Relationship |
% of shares held |
|
1 |
SecureKloud Technologies Inc (USA) |
Subsidiary |
60.70% |
|
(a) |
Healthcare Triangle Inc |
Step-down subsidiary |
SecureKloud Technologies Inc holds 59.82% |
|
(i) |
Devcool Inc |
Step-down subsidiary |
Healthcare Triangle Inc holds 100% |
|
(b) |
SecureKloud Technologies Inc (Canada) |
Step-down subsidiary |
SecureKloud Technologies Inc holds 100% |
|
(c) |
Nexage Technologies Inc |
Step-down subsidiary |
SecureKloud Technologies Inc holds 100% |
|
2 |
Blockedge Technologies Inc |
Subsidiary |
100% |
|
3 |
Mentor Minds Solutions and Services Inc |
Subsidiary |
100% |
|
4 |
Healthcare Triangle Private Limited |
Subsidiary |
99.99% |
A statement under section 129 (3) of the Companies Act, 2013 in form AOC 1 is attached as Annexure IV to this report. Consolidated Accounts
The consolidated financial statements of the Company is prepared in accordance with the provisions of section 129 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with auditor''s report forms part of the annual report.
Conservation of Energy
The Company continuously explores new technology to optimize energy consumption in its office premises to achieve maximum saving of energy. The work from home policy adopted by the Company has resulted in reduced attendance in the office, thereby, energy consumption has been significantly scaled down. Further, conservation measures undertaken include, quarterly maintenance of AHU ducts, fitting of motion sensors to turn off lights in places where there are no employees, installation of water-cooled chillers which consume power from wind energy.
Technology Absorption
The Company has always adopted the latest trends and best practices to build capability in new and emerging technologies. To encourage a culture of innovation in solving industry challenges, we have strived to strengthen our collaboration with healthcare and life sciences enterprises. We have institutionalized programs that encourage employees to contribute ideas. We have invested in some of these ideas with the objective of building product/service offerings for our customers, as well as for use in executing internal/customer projects.
Foreign Exchange in lakhs)
|
Particulars |
2022-23 |
|
Earnings in foreign exchange |
5,090.01 |
|
Foreign exchange outflow |
0.48 |
Internal Financial Controls
The Company has formulated a framework on internal financial controls and laid down policies and procedures commensurate with the size and nature of its operations pertaining to financial reporting. In accordance with rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively. The systems are periodically reviewed by the audit committee of the Board, for identification of deficiencies and necessary time bound actions are taken to improve efficiency at all the levels. The committee also reviews the observations forming part of internal auditors'' report, key issues and areas of improvement, significant processes and accounting policies.
Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been dealt with in detail under the corporate governance report.
Directors, Key Managerial Personnel and Promoters
As on date of this report, the Board comprises of seven directors, out of which four are independent directors and the chairman of the Board is a non-executive director. The details of each member of the Board as on the date of this report forms part of corporate governance report. During the year under review, multiple changes in the Board of Directors took place; which are captured separately in the corporate governance report.
Further, during the financial year 2022-23; Mr. Suresh Venkatachari was the chief executive officer and the chairman of the Company. SEBI interim order cum show cause notice dated August 04, 2022 passed an order that Mr. Suresh Venkatachari should step down from the position of chief executive officer and chairman of the Company. Later, he appealed to the Hon''ble Securities Appellate Tribunal and an interim order dated September 07, 2022 was passed allowing him to continue as the chief executive officer of the Company. Subsequently, the Board re-appointed him as the chief executive officer of the Company with effect from September 16, 2022. The SEBI''s interim order culminated into a final order dated December 16, 2022; wherein the orders was passed stating that he cannot be associated with the Company as a key managerial personnel; thereby, he ceased to hold the position of the chief executive officer (KMP) of the Company with effect from January 19, 2023.
The following are the Key Managerial Personnel (KMP''s) of the Company as on March 31, 2023
⢠Thyagarajan R, Whole-time Director and Chief Financial Officer
⢠Srinivas Mahankali, Whole-time Director and Chief Business Officer
⢠Roshini Selvakumar, Company Secretary and Compliance Officer
Changes after March 31, 2023, until the date of this Report
⢠Mr. Balasubramanian V, independent director was designated as the chairman of the Company with effect from May 29, 2023.
⢠Ms. Babita Singaram, independent director resigned from her position with effect from May 29, 2023.
The Enforcement Directorate (ED) had arrested Mr. Suresh Venkatachari and Mr. R S Ramani (Promoters) along with the stock brokers on an investigation under the Prevention of Money Laundering Act (PMLA); this investigation was initiated by the Enforcement Directorate based on the FIR filed by Mr. Suresh alleging that Quantum Global Securities Ltd (QGSL), its directors, Mr. Atul Malik, Mr. Bhavesh Singh and loan broker Mr. Rohit Arora, cheated him to the tune of INR 144 crores by selling shares of the Company, which were pledged with QSBL to secure a loan of INR 37 crores.
The Hon''ble High Court of Judicature at Madras granted conditional bail to Mr. Suresh Venkatachari and Mr. R S Ramani. In the bail order, the Honorable Judge, mentioned that "in view of the above discussion and the peculiar circumstances of the case, this court is of the firm view that on mere suspicion of serious offences and surmises alone, the personal liberty, guaranteed by the statute as time and again reiterated by the Apex Court and other High Courts, cannot be denied to the petitioners and thereby this court feels that the continuation of incarceration of the petitioners does not only amount to putting the cart in front of the horse, but, also, keeping a cart ready for an unborn, rather, stillborn foal".
The predicate offence based on which the present Enforcement Case Information Report (ECIR) came on record, viz., FIR in crime no 39 of 2019, has been quashed by the Hon''ble High Court of Judicature at Madras based on order dated May 10, 2023.
Further, in parallel proceedings, the ECIR has been stayed by the Division Bench of the Hon''ble High Court of Judicature at Madras; and the proceedings have come to a standstill.
Subsequently, Mr. Suresh Venkatachari and Mr. R S Ramani have filed a writ petition before the Hon''ble High Court of Judicature at Madras seeking to quash the ECIR and the same is pending to be heard.
Particulars of Employees
The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel to the median of employees'' remuneration, and the list of top 10 employees at a consolidated level in terms of remuneration drawn, as required under section 197(12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure II to this report. The statement containing particulars of employees at a consolidated level employed throughout the year and in receipt of remuneration of INR 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of INR 8.5 lakhs or more per month, as required under section 197(12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be provided upon request.
Report on Corporate Governance
Pursuant to regulation 34 (3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the corporate governance report forms an integral part and has been enclosed as Annexure III to this report.
Statutory Auditors
M/s. K. Gopal Rao & Co., Chartered Accountants (Firm Registration No.000956S) were appointed as the statutory auditors of the Company at the 35th annual general meeting for a period of five years. In accordance with sections 139 and 141 of the Companies Act, 2013 and relevant rules prescribed thereunder, the Company has received certificate from the statutory auditors to the effect that have confirmed they are eligible to continue as auditor. The auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer review Board of the ICAI.
Secretarial Audit
Pursuant to provisions of section 204 of Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company engaged the services of M/s. SPNP & Associates, practicing company secretaries to undertake the secretarial audit of the Company for the year ended March 31, 2023.
The secretarial audit report is enclosed as Annexure I to this report.
|
Observation |
Management''s Response |
|
The Company has not obtained the prior approval of the audit committee and its shareholders, in connection with the material related party transaction entered between its subsidiaries Securekloud Technologies Inc and Healthcare Triangle Inc, as per regulation 23 (2) and (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same has been subsequently ratified by obtaining approval from shareholders via postal ballot. |
The prior approval of the audit committee was inadvertently missed out. However, it was later obtained during the year and subsequently ratified by the shareholders through postal ballot notice dated November 21, 2022. |
Secretarial Standards
The Company has complied with the applicable secretarial standards (SS 1) on meetings of Board of Directors and (SS 2) on general meeting issued by the Institute of Company Secretaries of India as per section 118(10) of the Companies Act, 2013.
Extract of Annual Return
In accordance with Sections 134(3)(a) and 92(3) of the Companies Act, 2013 the draft annual return in form MGT 7 is placed on the website at https://www.securekloud.com/investor/annual-report/2022-2023/Draft-MGT7.pdf.
Related Party Transactions
The Board of Directors has adopted a policy on related party transactions. The objective is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. All contracts or arrangements with related parties, entered into or modified during the financial year were at arm''s length basis and in the ordinary course of the Company''s business. Transactions with related parties, as per requirements of Indian Accounting Standard 24 are disclosed in the note no. 36 and 34 of the notes forming part of the standalone and consolidated financial statements respectively in the annual report. The Company''s policy on related party transactions, as adopted by your Board, can be accessed on the Company''s website at https://www.securekloud.com/investor/policies/7 Policv-on-Related-Partv-Transactions.pdf.
Particulars of contracts or arrangements with related parties referred to in section 188(1) along with the justification for entering into such contracts or arrangements in Form AOC 2 is enclosed herewith as Annexure V, forming part of this report.
Code of Business Conduct and Ethics
The Board of Directors has approved a code of conduct and ethics in terms of Schedule V of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. All the Board members and the senior management personnel have confirmed compliance with the code for the year ended March 31, 2023. The annual report contains a declaration to this effect signed by the whole-time director.
Details of Significant and Material orders passed by the Regulators or Courts or Tribunals
The list of orders passed by the regulatory authorities have been captured under a separate section in the corporate governance report.
Cost Records and Cost Audit
Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
Risk Management
The Company implemented a risk management framework and has in place a mechanism to inform the Board members about risk management and minimization procedures and periodical review to ensure that risks are controlled by the framework.
Evaluation of Board''s Performance
The performance of the Board was evaluated after seeking inputs from all the directors. The Board has carried out an evaluation of its own performance, committees as a whole, independent and non independent directors and that of its directors individually. The manner in which the evaluation has been carried out is explained in the corporate governance report. Detailed note on the composition of the Board and its committees are provided in the corporate governance report.
Insolvency and Bankruptcy Code
During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.
Corporate Social Responsibility
Since the Company does not have adequate profits, corporate social responsibility is not applicable for the year under review. Software Technology Park
During the year under review, our company has been registered under the Software Technology Parks of India (STPI) Scheme. The STP Scheme is a 100% export-oriented scheme for the development and export of computer software, including export of professional services using communication links or physical media. As a unique scheme, it focuses on one sector, i.e. computer software.
Reporting of Fraud
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.
Director''s Responsibility Statement
In terms of section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:
i) That in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.
ii) The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year March 31, 2023, and of the profit or loss of the Company for the year under review.
iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively; and
vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.
Acknowledgement and Appreciation
The Directors also wish to thank all the employees for their contribution, support and continued commitment throughout the year.
The Directors take this opportunity to thank the shareholders, financial institutions, vendors, banks, customers, suppliers and regulatory and governmental authorities for their continued support to the Company.
For and on behalf of the Board, SecureKloud Technologies Limited
Thyagarajan R Biju Chandran
Place: Chennai DIN: 00942326 DIN: 06540000
Date: May 29, 2023 Whole-time Director Independent Director
Mar 31, 2018
The Board of Directors of 8K Miles Software Services Limited have pleasure in presenting the Thirty Third Annual Report on the business & operations for the year ended 31st March 2018 along with the Audited Financial Statements for the year.
FINANCIAL PERFORMANCE
The Financial performance of the Company for the year ended 31st March 2018 & 31st March 2017 is summarized below. The financial statements for the year have been prepared in accordance with the new mandatory accounting standards Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable and necessary changes were made to the corresponding figures of the previous year.
Amount In Rs. Lakhs
|
Particulars |
Consolidated |
Standalone |
||
|
FY18 |
FY17 |
FY18 |
FY17 |
|
|
Revenue |
84,923.87 |
52,833.50 |
5,056.52 |
3,746.40 |
|
Earnings Before Interest & Depreciation |
30,087.02 |
18,541.64 |
1,560.76 |
737.26 |
|
Interest |
971.49 |
135.30 |
755.42 |
89.90 |
|
Depreciation and Amortization |
2,518.68 |
1,351.63 |
83.87 |
304.28 |
|
Profit Before Tax (PBT) |
26,596.85 |
17,054.71 |
721.47 |
343.08 |
|
Profit After Tax (PAT) before Minority Interest |
20,541.31 |
12,918.53 |
487.84 |
163.28 |
|
Profit After Tax (PAT) after Minority Interest |
17,161.62 |
10,447.08 |
487.84 |
163.28 |
FINANCIAL PERSPECTIVE (CONSOLIDATED)
On consolidated basis, revenue for the year is Rs.84,923.87 lakhs signifying a growth of 60.74% in Rupee terms. EBITDA margin for the current year is 35.43% as compared to 35.09% in previous year. Profit After Tax (PAT) after Minority Interest has increased by 64.27% to Rs.17,161.62 Lakhs as compared to Rs.10,447.08 Lakhs in the previous year. Total employee benefit expenses have increased by 33.57%. However, Employee benefits expenses as a percentage to revenue, has decreased by only 5.64% on Revenue.
Highlights of performance are discussed in detail in the Management Discussion and Analysis Report attached as Annexure D to this Report.
SHARE CAPITAL
We have only one class of shares - equity shares of par value Rs.5 each. The authorized share capital as at 31st March 2018 was Rs.3,000 Lakhs divided into 600 Lakhs Equity shares of Rs.5 each. The paid-up share capital as at 31st March 2018 was Rs.1,525.88 lakhs divided into 3,05,17,605 equity shares of Rs.5 each.
DIVIDEND
Your company is exploring new business opportunities; therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholdersâ wealth in coming periods. Thus, your Board has not recommended any dividend for the financial year 2017-18.
TRANSFER TO RESERVES
The provisions of Section 124(5) of the Companies Act, 2013 do not apply, as the amount lying with unpaid dividend account is not more than seven years.
PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply, as there was no dividend declared and paid during the year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have not been any material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the Report & change in nature of business, if any.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.
BOARD AND COMMITTEE MEETINGS
The Board met 7 times during the year. The details regarding the board meetings and committee meetings are given separately in the Corporate Governance Report as Annexure B to this report. The gap intervening between two meetings of the board is within the stipulated time frame prescribed in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
INDEPENDENT DIRECTORS
Independent Directors of the company are not liable to retire by rotation. The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015. The terms of appointment of Independent Directors are available in the website of the company.
https://8kmiles.com/Investor/Policies/FamilirizationprogramforIndependentDirectors.pdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year, a separate meeting of Independent Directors was held on 30th March 2018. The Independent Directors actively participated and provided guidance to the Company in all its spheres.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee of the Company reviews the composition of board to ensure that there is appropriate mix of talent, qualification, experience and diversity in the Board. Pursuant to Section 178 of the Companies Act, 2013, the Remuneration policy has been formulated to govern the terms of appointment and remuneration of Directors of the Company. The policy ensures that the remuneration paid is sufficient to retain and motivate the Directors of the company. The Remuneration policy is available in the website of the Company.
https://8kmiles.com/Investor/Policies/Remunerationpolicy.pdf
SUBSIDIARY COMPANIES
1) 8K Miles Software Services Inc. USA
(i) Nexage Technologies USA Inc
(ii) Cornerstone Advisors Inc. USA
2) 8K Miles Software Services FZE. UAE
3) 8K Miles Health Cloud Inc. USA (i) Serj Solutions Inc. USA
4) Mentor Minds Solutions and Services Inc. USA
5) Mentor Minds Solutions and Services (P) Ltd. India (Till 28th February 2018)
CONSOLIDATED ACCOUNTS
The accounts of the subsidiary companies are consolidated with the accounts of the company in accordance with the provisions of section 129 of the Companies Act, 2013 and regulation 33 of SEBI (LODR) Regulations, 2015. The consolidated financial information forms part of the Annual Report.
A statement under Section 129 (3) of the Companies Act, 2013 in Form AOC-1 is attached as Annexure F to the Directors Report.
CONSERVATION OF ENERGY
a) Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.
d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.
TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
The Company continues to innovate, develop, adopt and use the latest technologies to improve the productivity and quality of its services. The Companyâs core business demands innovation & adoption of emerging technologies to stay ahead of competition. The Company has made significant investments in area of Product/ framework to reduce the Cloud transformation time for our customers while staying ahead of competition.
The Company has taken following initiatives during the year to improve the productivity and quality of its services:
- Developed Patient-centric Health Exchange platform targeting to have Patient as the central and primary focus on the Blockchain technology. This will enable the platform to represent Patientâs medical history effectively, which is the foundation for Healthcare and Health Information Exchange. Such Exchange can be integrated with any EHR/ EMR solutions such as EPIC, Cerner and Meditech thus not impacting the way hospitals run today, while enabling Patients to have direct access to his/ her own medical records - on their mobile phones and tables. This not only ensures transparency but also enable the patients share the necessary medical records information with other Providers for effective continuation or validation of care.
- Integrating with Payers (Insurance companies) would extend Digital Experience of the patients so the Exchange becomes a primary point of interaction as it would be able to address Insurance related capabilities such as Viewing EOBs (Explanation of Benefits), Managing Claims, Paying Copays/Deductibles and so on. Having those capabilities on top of Public Cloud means not only an effective PaaS (Platform as a Service) solution but also makes it possible to provide Big Data Analytics and Artificial Intelligence, which will be very valuable for Pharma and Medical research.
OTHER LAWS:
Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company is committed to provide a work environment that ensures every women employee is treated with dignity and respect. The Company has setup an Internal Complaints Committee (ICC). ICC has representation of men and women and is chaired by women employee and has an external women representation. The Company is also committed to promote equality at work and an environment that is conducive to the professional growth for all employees and encourages equal opportunity. Your Company does not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees are not subjected to any form of harassment including sexual harassment.
The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
APPOINTMENT OF DIRECTORS
Mr. Suresh Venkatachari, Managing Director retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The resolution seeking approval of the members for the re-appointment of Mr. Suresh Venkatachari, has been incorporated in the Notice of the AGM of the company.
Mr. R.S.Ramani, Whole-Time Director retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The resolution seeking approval of the members for the re-appointment of Mr.R.S.Ramani, has been incorporated in the Notice of the AGM of the company.
Mr. Vivek Prakash was appointed as an Additional Director (Independent Category) with effect from 17th July 2018 for a period of 5 years subject to approval of members at the forthcoming AGM.
During the year under review, Mrs. Sujatha Chandrasekaran (who was appointed as additional Director by the Board on 8th February 2017 and such appointment was subsequently regularized by the shareholders at the AGM held on 30th September 2017) resigned from the Board with effect from 17th July 2018. The Board wishes to place on record its appreciation for the valuable contributions made by her during her tenure as Director.
PARTICULARS OF EMPLOYEES
Information as required under the section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, attached as Annexure A to the Directorsâ Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 (3) and Schedule V of SEBI (LODR) Regulations, 2015 the Corporate Governance Report forms an integral part of this Report.
A detailed report on Corporate Governance is available as a separate section in this Annual Report as Annexure B to this report.
A Certificate from the Practising Company Secretary regarding compliance with the requirements of Corporate Governance attached as Annexure C to this report as stipulated in SEBI (LODR) Regulations, 2015.
The Chief Executive Officer & Managing Director/Chief Financial Officer (CEO/CFO) certification as required under the SEBI Listing Regulations is attached as Annexure E to this report.
AUDITORS
The Members of your company at the 32nd AGM of your company, held on 30th September 2017 appointed M/s Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of your company to hold office till conclusion of AGM in the year 2022.
The requirement of ratification of appointment of Statutory Auditors in every Annual General Meeting has been omitted under the Companies (Amendment) Act, 2017 which is effective from 7th May 2018. Accordingly, the Board has decided not to place the ratification before the Members of the Company at the 33rd Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Chandra & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended 31st March 2018.
The Secretarial Audit report forms part of the Annual Report attached as Annexure H to this report.
EXPLANATION TO OBSERVATION IN THE SECRETARIAL AUDIT REPORT Reply to Observations in Secretarial Audit Report: -
|
S. NO |
Particulars |
Response |
|
1. |
The company has entered into Related Party Transactions in the ordinary course and at armsâ length without taking prior approval of the Audit Committee under Clause 23 of the SEBI (Listing Obligations and Disclosure) Requirements (LODR) even though the transactions have been ratified at a later date. |
Going forward the company will take suitable steps to obtain prior approval . |
|
2. |
The Company didnât file MGT-10 pursuant to sec.93 of the Companies Act, 2013 (Section since deleted) when one of the promoter sold 2.24% of equity shares in Company in January 2018. |
The delay was due to inadvertence. The Company has taken sufficient precautions not to repeat such instances in the future. |
|
3. |
The Company had granted loans / made investments to its subsidiary after taking approval of the board of directors as required u/s.179 of the Companies Act, 2013 but the filing of the resolution pursuant to sec.117 of the Companies Act, 2013 has not been complied with. The company is in the process of making an application for the condonation of delay and for filing the aforesaid form with ROC. |
The company is in the process of making an application for the condonation of delay and for filing the aforesaid form with ROC and such delay was due to inadvertence. |
|
4. |
It is seen from the copies of the Inter Depository Delivery Instructions (Form 15 of the Depositoriesâ business Rules) by one of the promoters that he has transferred 16,50,000 equity shares of the Company before 31-03-2018 to his own account maintained with another depository, but the said shares are not reflected either in the Promotersâ category or Public category in the name of the said promoter as per the Benpos dated 06-04-2018. The said transfer perhaps is reflected as âdisposalâ in the system based disclosures of insider trading by the BSE Limited. The shareholding pattern filed by the Company to the stock exchanges doesnât reflect the aforesaid transaction |
The promoter is in the process of taking up the same with the concerned for necessary corrective measures. |
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of Companies Act, 2013 an extract of Annual Return in form MGT 9 as on 31st March 2018 is attached as Annexure I to this report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business and are in compliance of the provisions of the Companies Act, 2013 and the Listing Regulations. There are no material related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the company at large.
The details of the transactions with related parties are provided in the financial statements. Policy on Related Party transactions are available in the website.
https://8kmiles.com/Investor/Policies/PolicyonRelatedpartytransactions.pdf
The details of the related party transactions as required under the Companies Act, 2013 and rules made thereunder are attached in Form AOC-2 as Annexure G.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Provisions of section 135 of the Companies Act, 2013 are not applicable to the Company. However CSR activities are already embodied in the value system of the Company.
CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors has approved a Code of Conduct and Ethics in terms of Schedule IV of Companies Act, 2013 and Listing Agreement. All the Board Members and the Senior Management personnel have confirmed compliance with the Code for the year ended 31st March 2018. The annual report contains a declaration to this effect signed by the Managing Director.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behaviour or any suspected fraud. The policy is available at the website of the company.
https://8kmiles.com/Investor/Policies/WhistleBlowerPolicy.pdf
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.
There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company.
EVALUATION OF BOARDâS PERFORMANCE
The board has carried out an evaluation of its own performance, and that of its directors individually. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. Detailed Note on the composition of the Board and its committees are provided in the Corporate Governance Report.
REPORTING OF FRAUD
During the year under review, neither the statutory auditors nor the secretarial auditors has reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
ACKNOWLEDGMENT AND APPRECIATION
The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the Company. Further, the Directors appreciate and value the contributions made by Employees at all levels.
CAUTIONARY STATEMENT
The Directorsâ Report & Management Discussion and Analysis contains forward-looking statements, which may be identified by the use of words in that direction or connoting the same. All statements that address expectations or projections about the future including but not limited to statements about your Companyâs strategy for growth, product development, market positions, expenditures and financial results are forward looking statements.
Your Companyâs actual results, performance & achievements could thus differ materially from those projected in such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events.
For and On behalf of the Board,
8K Miles Software Services Limited
Sd/-
Place: Chennai Suresh Venkatachari
Date: 7th September 2018 Managing Director & CEO
Mar 31, 2017
The Board of Directors of 8K Miles Software Services Limited have pleasure in presenting the Thirty Second Report on the business & operations for the year ended March 31, 2017 along with the Audited Financial Statements for the year.
FINANCIAL PERFORMANCE
The comparative figures of the financial performance of the company for the last two years are presented in the table below.
(Rs. in Lacs)
|
Particulars |
Consolidated |
Standalone |
||
|
FY 2016-17 |
FY 2015-16 |
FY 2016-17 |
FY 2015-16 |
|
|
Revenue |
53437.71 |
27193.10 |
3746.40 |
2095.59 |
|
Earnings Before Interest & Depreciation |
18634.16 |
8872.78 |
869.11 |
666.65 |
|
Interest |
194.13 |
20.95 |
188.24 |
20.95 |
|
Depreciation and Amortization |
1968.88 |
2022.89 |
329.82 |
460.93 |
|
Profit Before Tax (PBT) |
16471.15 |
6828.95 |
351.05 |
184.76 |
|
Profit After Tax (PAT) before Minority Interest |
12560.34 |
5323.61 |
225.52 |
121.62 |
|
Profit After Tax (PAT) after Minority Interest |
10414.57 |
3958.60 |
225.52 |
121.62 |
financial perspective (consolidated)
Revenue for the year is 53437.71 signifying a growth of 96.51 % in Rupee terms. EBITDA margin for the current year is 34.87 % as compared to 32.63 % in previous year. PAT after Minority Interest has increased by 163% to 104.15 crores as compared to 39.59 crores in the previous year.
dividend
Your Board of Directors is pleased to recommend a dividend of Rs.1 per equity share of face value of Rs.5 each for the year ended 31st March 2017.
public deposits
Your company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the companies Act, 2013 do not apply, as there was no dividend declared and paid during the year.
The dividend recommended by the board of directors for the year ended March 31, 2017 in their meeting held on May 10, 2017 is subject to the approval of the shareholders in the ensuing AGM to be held on September 30, 2017.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have not been any material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the Report & change in nature of business, if any.
particulars of loans, guarantees or investments
The company has not given any loans or guarantees covered under the provisions of section 186 of the companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.
board and committee meetings
The Board met 15 times during the year. The details regarding the board meetings and committee meetings are given separately in the corporate Governance Report. The gap intervening between two meetings of the board is within the stipulated time frame prescribed in the companies Act, 2013 and SEBI (LoDR) Regulations, 2015.
INDEPENDENT DIRECTORS
Independent Directors of the company are not liable to retire by rotation. The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LoDR) Regulations, 2015. The terms of appointment of Independent Directors are available in the website of the company.
nomination and remuneration policy
The Nomination and Remuneration committee of the company review composition of board to ensure that there is appropriate mix of talent, qualification, experience and diversity in the Board. Pursuant to Section 178 of the companies Act, 2013, the Remuneration policy has been formulated to govern the terms of appointment and remuneration of Directors of the company. The policy ensures that the remuneration paid is sufficient to retain and motivate the Directors of the company. The Remuneration policy is available in the website of the company.
SUBSIDIARY COMPANIES
1) 8K Miles Software Services Inc. USA
2) 8K Miles Software Services FZE - UAE
3) 8K Miles Health cloud inc. USA
4) Mentor Minds Solutions and Services inc. USA
5) Mentor Minds Solutions and Services Private Ltd. india
consolidated accounts
The accounts of the subsidiary companies are consolidated with the accounts of the company in accordance with the provisions of section 129 of the companies Act, 2013 and regulation 33 of SEBI (LODR) Regulations, 2015. The consolidated financial information forms part of the Annual Report.
A statement under Section 129 (3) of the companies Act, 2013 in Form AOc-1 is annexed to the Directors Report
conservation OF ENERGY
a) Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.
d) Since the company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.
APPOINTMENT OF DIRECTORS
Mr.Lakshmanan Kannappan, Who retires by rotation, being eligible, offers himself re-appointment.
Ms. Sujatha Chandrasekaran was appointed as an Additional Director NonExecutive Category at the meeting of board of directors held on February 8, 2017 pursuant to section 152 & 161 of the companies Act, 2013, who holds office up to the date of ensuing AGM and is proposed to be appointed as a Director in the ensuing AGM to be held on 30th September 2017.
AUDITORS
The Audit committee and the Board of Directors of the company have recommended the appointment of M/s Deloitte Haskins & Sells LLP as the Statutory Auditors of the company, in the place of existing auditors M/s.GHG Associates, chartered Accountants as they have expressed their unwillingness to the ratification of their appointment in the ensuing AGM, subject to the approval of the shareholders to hold office from the conclusion of this Annual General Meeting till the conclusion of 37th Annual General Meeting to be held in the year 2022. M/s Deloitte Haskins & Sells LLP have consented to the said appointment and confirmed that their appointment, if made, would be within the limits mentioned under the provisions of section 141 of the companies Act, 2013 and the companies (Audit and Auditors) Rules, 2014.
particulars OF EMPLOYEES
Information as required under the section 197 of the companies Act, 2013 read with Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure to the Directorsâ Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business and are in compliance of the provisions of the companies Act, 2013 and the Listing Regulations. There are no material related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the company at large.
The Audit committee on a quarterly basis approves all related party transactions. The details of the transactions with related parties are provided in the financial statements. Policy on Related Party transactions are available in the website.
corporate social responsibility initiatives
The provisions of section 135 of the companies Act, 2013 are not applicable to the company. However cSR activities have already embodied in the value system of the company.
CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors has approved a code of conduct and Ethics in terms of Schedule iv of companies Act, 2013 and Listing Agreement. All the Board Members and the Senior Management personnel have confirmed compliance with the code for the year ended March 31, 2017. The annual report contains a declaration to this effect signed by the Managing Director.
vigil mechanism / whistle blower policy
In accordance with section 177(9) and (10) of the companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the company has established a vigil Mechanism and has a whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behaviour or any suspected fraud. The policy is available at the website of the company.
PREVENTION OF INSIDER TRADING
The company has complied with the provisions of SEBI (Prevention of Insider Trading) Regulations. The company has adopted a code of conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the company. The code requires pre-clearance for dealing in the companyâs shares and prohibits the purchase or sale of company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the Trading window is closed. The Board is responsible for implementation of the code. The code of conduct for prevention of insider trading is available in the website of the company.
EVALUATION OF BOARDâS PERFORMANCE
The board has carried out an evaluation of its own performance, and that of its directors individually. The manner in which the evaluation has been carried out is explained in the corporate Governance Report.
secretarial AUDIT
Pursuant to provisions of section 204 of the companies Act, 2013 and The companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr.Gouri Shanker Mishra, company Secretary in Practice to undertake the Secretarial Audit of the company for the year ended March 31, 2017. The Secretarial Audit report forms part of the Annual Report.
EXPLANATION TO OBSERVATION IN THE SECRETARIAL AUDIT REPORT
Occasionally, Inadvertently we missed to follow certain minor secretarial standards for board and committee meetings and your board assures that the same will be taken care of in the forthcoming years.
extract OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is appended to this report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
Pursuant to Regulation 34 (3) and Schedule v of SEBI (LODR) Regulations, 2015 the corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the certificate from the auditors of the company regarding compliance with the requirements of corporate Governance as stipulated in Schedule v (E) of SEBI (LODR) Regulations, 2015.
directorsâ responsibility statement
In terms of Section 134 (5) of the companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
acknowledgment and appreciation
The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the company. Further, the Directors appreciate and value the contributions made by Employees at all levels.
For and On behalf of the Board,
8K Miles Software Services Limited
Sd/-
Venkatachari Suresh
Managing Director
Place: Chennai
Date: August 28, 2017
Mar 31, 2016
The Board of Directors of 8K Miles Software Services Limited have pleasure in presenting the Thirty First Report on the business & operations for the year ended March 31, 2016 along with the Audited Financial Statements for the year.
FINANCIAL PERFORMANCE
The comparative figures of the financial performance of the Company for the last two years are presented in the table below.
(Rs. in Lakhs)
|
particulars |
Consolidated |
Standalone |
||
|
FY 2015-16 |
FY 2014-15 |
FY 2015-16 |
FY 2014-15 |
|
|
Revenue |
27193.10 |
12485.30 |
2095.59 |
1239.03 |
|
Earnings Before Interest & Depreciation |
8872.78 |
3855.78 |
666.65 |
564.56 |
|
Interest |
20.95 |
44.76 |
20.95 |
44.69 |
|
Depreciation and Amortization |
2022.89 |
911.95 |
460.93 |
413.01 |
|
Profit Before Tax (PBT) |
6828.95 |
2899.07 |
184.76 |
106.86 |
|
Profit After Tax (PAT) before Minority Interest |
5323.61 |
2309.05 |
121.62 |
70.42 |
|
Profit After Tax (PAT) after Minority Interest |
3958.60 |
1897.66 |
121.62 |
70.42 |
Revenue for the year is INR 2,719.3 million signifying a growth of 117.8 % in Rupee terms. EBITDA margin for the current year is 30.9% as compared to 31.5% in previous year. Our effective tax rate is about 22.04 % as compared to about 20.35 % in the previous year. PAT after Minority Interest has increased by 108.6 % to 395.8 million as compared to 189.7 million in the previous year.
DIVIDEND
Your Company has not declared any dividend for the year.
FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply, as there was no dividend declared and paid during the year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have not been any material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report & change in nature of business, if any.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by Company is given in the notes to the financial statements.
BOARD AND COMMITTEE MEETINGS
The Board met 7 times during the year. The details regarding the board meetings and committee meetings are given separately in the Corporate Governance Report.
SUBSIDIARY COMPANIES
1) 8K Miles Software Services Inc. USA
2) 8K Miles Software Services FZE - UAE
3) 8K Miles Health Cloud Inc. USA
4) Mentor Minds Solutions and Services Inc. USA
5) Mentor Minds Solutions and Services Private Ltd. India
CONSOLIDATED ACCOUNTS
The accounts of the subsidiary companies are consolidated with the accounts of the Company in accordance with the provisions of section 129 of the Companies Act, 2013 and Regulation 33 of SEBI (LODR) Regulations, 2015. The consolidated financial information forms part of the Annual Report.
A statement under Section 129 (3) of the Companies Act, 2013 in Form AOC-1 is annexed to the Directors Report.
CONSERVATION OF ENERGY
a) Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.
d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, a detailed Report on Management Discussions and Analysis is given below:
OPERATIONS REVIEW
"We continue to see significant growth in our Cloud Security Solutions and Cloud Managed Services. Our recent launch of cloudezrxâ¢, a cloud-platform designed to answer the compliance and regulatory needs of Pharmaceutical/Life Sciences industry is gaining market awareness while adding more key-functionalities to meet uprising demand by Healthcare providers,".
We have accomplished integration of businesses acquired - SERJ, Mindprint, Cintel and Nexage. We are leaders in the Life Sciences and Healthcare space where the Cloud is helping companies change the way drugs are developed and brought to market. We are also prepared for changes in our client''s industry like consumerisation of healthcare. Our CloudEzRxTM gives Pharmaceutical companies the ability to quickly bring new drugs to market by offering on-demand scalable Compute resources quickly & efficiently, reducing cost and decreasing the time to market, irrespective of the composition of their teams and resources.
Your Company has been working on strategy to monitor and grow annuity business and has succeeded to increase the proportion to over 37% in March 2016. In last 18 months, we have delivered IP led cloud solutions to the clients and have migrated multiple clients to category of over $ millions TCV. Our clients are amongst top 5 companies in both healthcare and life sciences sector; Your Company has become one of the leading providers of public cloud services and solutions to highly regulated customers.
As a geography, North America contributes 80% of our revenue. About 40% of our revenue is from fixed price contracts.
INDUSTRY STRUCTURE AND OPPORTUNITIES
NASSCOM data states that IT-BPM industry (global) grew by 0.4% in CY 2015 to US$ 1.2 trillion. Of that US$ 1.2 trillion, IT services is at US$ 650 billion. India''s share in global sourcing market (IT services) of US$ 97 - 99 billion stands at 67%. NASSCOM projects revenue of US$ 175 to 190 billion for India from IT services market. It emphasis focus on going bimodal IT, gaining share in both traditional and digital markets, increased emphasis on value addition and innovation, gaining customer experience, building digital talent pool. The future of the industry is in Managed Services and for that to become reality, collapsible infrastructures such as Cloud Computing and low-cost affordable technologies will make it a key priority on enterprise customer''s mind.
Gartner Says Worldwide Public Cloud Services Market Is Forecast to Reach $204 Billion in 2016. The worldwide public cloud services market is projected to grow to total $204 billion at 16.5 percent in 2016, up from $175 billion in 2015, according to Gartner, Inc. The highest growth will come from cloud system infrastructure services (infrastructure as a service [IaaS]), which is projected to grow 38.4 percent in 2016. It is estimated that by 2018, more than 60% of all enterprises will have at least half of their infrastructure on Cloud based platform.
8K MILES IP DRIVEN CLOUDEZ SOLUTIONS AND AS-A-SERVICE OFFERINGS:
Life sciences solutions built on Cloud
8K Miles is partnering with major cloud providers such as AWS, and Microsoft Azure and IBM in building Life Sciences solutions on a sustainable cloud environment that solves the challenge of digital transformation facing regulatory affairs and security concerns.
8K Miles is helping highly regulated large enterprise companies to build a secure and standardized enterprise wide self-service platform using 8K Miles CloudEz solutions and Cloud security and compliance control framework that address the pharma qualification & validation compliance requirements.
Deep domain expertise particularly in pharma/Healthcare
Recent acquisition of NexAge Technologies, one of the principal regulatory compliance and technology solutions firms in the U.S. with more than 15 years of experience in computer systems validation, quality review, vendor audits, data analysis and migration, as well as process governance for the life science and pharmaceutical industry has brought significant experience in system validation mandated for regulated systems and working with GxP guidelines. This helps to provide services that help Pharma companies achieve gold standard in compliance, improve quality and bring in operations efficiencies across the entire product development lifecycle.
8K Miles provides Cloudier, a highly regulated vertical focused framework composed of inter-dependent infrastructure, security, automation, compliance, governance and service management functionality (ITSM) to deploy a fully qualified and validated infrastructure platform design and implementation service. The validated framework defines a Company-wide solution to provide cloud services for users via a self-service dashboard.
Thus, Cloudier enables life sciences companies creating a cloud environment meeting stringent security, privacy and regulatory challenges and strategies including GxP, HIPAA etc. Integrated advanced DevOps automation ensures that continuous compliance is met at every step of cloud adoption, implementation and managed services. An all-in-one integrated dashboard provides a powerful interface to manage, control and audit the entire IT portfolio.
While investments are being made towards digital healthcare world we target to achieve by 2020, there is significant resistance in healthcare and life sciences ecosystem to adapt public cloud and digital technology. 8k Miles has been at the forefront to work with the leading providers, payors and life sciences companies to prepare them for digital revolution. We engage with our clients at consulting stage where we formulate their data/ workload migration strategy and then we migrate and maintain the workloads using our in-house build IP/ tools. Our process is fully automated, agile and scalable to take care workload requirements of any size in a secure environment. Our focus is to provide more solutions and analytics to our clients once they have migrated to cloud.
FINANCIAL SERVICES - THE NEXT FOCUS SEGMENT
By 2018, more than 60% of all enterprises will have at least half of their infrastructure on cloud based platforms. Financial service providers are starting to move legacy systems to the cloud which can accommodate its fast online growth. Functionalities including data warehousing and electronic business processing systems are to replace paper-based application systems. Some of the customers are even moving their entire retail banking platforms to the cloud to reduce complexity and costs while improving agility making the banks much more responsive to changing customer demands.
Another area is moving storage to the cloud which cuts costs in half. Similar savings can be achieved by moving application testing and development to cloud. Major cloud providers such as Amazon Web Services (AWS) has scooped up significant business from financial services firms which have been early adopters of cloud. Amazon cloud is able to run credit risk simulations for its customers in 20 minutes, down from 23 hours before.
Adopting a cloud model will provide the banks, mortgage and insurance agencies with a platform that is secure, scalable and can handle mission-critical workloads while offering greater flexibility and performance. Following are the top established and emerging financial services related opportunities for cloud providers:
1. Card and mobile payment processing -- Visa, MasterCard, and trusted 3rd parties
2. Marketing and customer relationship management
3. Core banking
4. Human Resources and talent management
5. Infrastructure as a Service
6. Wealth management
7. Mortgage and Insurance applications
8K Miles can take a leadership role in these areas and be part of the cloud journey for financial service providers by providing the digital transformation services and cloud solutions in banking, insurance and mortgage industries.
OUTLOOK
IT is undergoing significant change. Agility, security, speed, connectivity and storage are at the forefront of this change. Your Company is blessed to be born in this age. We have grown our top line at over 100% last 2 years. Infrastructure as a service is expected to grow at 38.4% in 2016 (Gartner).
RISK AND RISK MITIGATION
1. Execution risk: While fixed price contracts offer an opportunity to add better margins in IP/ non-linear execution model, they also expose us to execution risk in remote scenarios of any inability to adhere to delivery or quality SLA. Your Company has made significant investments in it''s platform (IP).
2. Employee related risk: Employee attrition and/ or constraints in the availability of skilled human resources could pose a challenge for any services Company. Your Company has kept its human capital at the centre and has initiated multiple steps for overall development of its employees. We encourage entrepreneurship culture within organization and offer new challenges and opportunities for our employees. We have made significant investments in our recruitment and training procedures.
3. M&A execution risk: Your Company has been acquisitive in past when comes to acquisition of capabilities at right price. We believe in reducing our time to tap opportunity offered in this age of IT transformation but at the same time, we have put in place stringent evaluation criteria, diligence parameters and high standard of corporate governance practices for any target opportunity to cross the line. We have senior management team and independent board of advisors to monitor the progress of each opportunity pre- and post-closure.
4. Exchange rate risk: Given that the Company''s revenues are largely denominated in US dollars and fluctuations in foreign currency exchange rates could have an impact on Company''s earnings.
5. Investment risk: The strength of your Company is IP developed over years of research and development. We expense the costs that is unlikely to yield significant results in future, in the year of accrual. We conduct regular impairment test of all intangible assets created either by way of internal Research and Development (R&D) and/ or assets acquired through acquisitions.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company ensures that all transactions are authorized, recorded and reported. Also the Company has adequate internal control systems to ensure that the assets are safeguarded and protected against any loss. The scope and authority of internal auditors are clearly defined. The audit committee on periodical basis reviews the findings and recommendation of the internal auditors and the board takes necessary corrective actions.
HUMAN RESOURCES
It was a year where we grew by 40% in our human capital. Your Company has taken initiatives to see that Employees are encouraged to complete the professional certification in the area they specialize, be it AWS, Azure, IAM, Big-Data, Analytics etc. About 20% of our cloud Engineers are âAWS Certified Associates or Professionals". Other key steps to ensure overall development of our human capital:
Technopreneur @ 8K Miles - At 8K Miles we believe, Independent thinkers need to be given the space, time to brood, ideate and create. That is why at 8K Miles ideas are seen as a true potential.
Compass - All employees are assigned to the leaders of the organization who act as Mentors. This enables in building up future leaders of the organization.
Smile - As responsible corporate citizens the employees of 8K Miles under the social group SMile undertake projects that bring smiles in people.
Fun @ Work - At 8K Miles we take the quote "All work and no play makes Jack a dull boy" little seriously. We have fun filled evenings organized to lighten up the mood of the employees.
CHANGE IN SHARE CAPITAL
During the year the Authorized share capital of the Company was increased from Rs. 15 crores to Rs. 20 crores with the shareholders'' approval at the Annual General Meeting held on 18.09.2015. The paid up share capital of the Company was increased from Rs. 103441020 consisting of 10344102 equity shares to Rs. 108941020 consisting of 10894102 equity shares of Rs. 10 each. During the year the Company allotted 5,50,000 shares to promoter and Non-promoter strategic investor pursuant to exercise of conversion of warrants.
APPOINTMENT OF DIRECTORS
Mr. Lakshmanan Kannappan, Who retires by rotation, being eligible, offers himself re-appointment.
Mr. R.S. Ramani, whose appointment as whole-time Director ended on 13th August, 2016 and being eligible for re-appointment. The board recommends his re-appointment for a period of five years effective August 13, 2016.
Mr. Dinesh Raja Punniamurthy was appointed as an Additional Director under Independent and Non-Executive Category at the meeting of board of directors held on March 31, 2016 pursuant to Section 152 & 161 of the Companies Act, 2013, who holds office up to the date of ensuing AGM and is proposed to be appointed as an Independent Director for five years effective 30th September, 2016.
Ms. Babita Singaram was appointed as an Additional Director under Independent and Non-Executive Category at the meeting of board of directors held on March 31, 2016 pursuant to Section 152 & 161 of the Companies Act, 2013, who holds office up to the date of ensuing AGM and is proposed to be appointed as an Independent Director for a period of five years with effect from 30th September, 2016.
AUDITORS
At the Annual General Meeting held on September 18, 2015 M/s GHG Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2021. In terms of first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly the appointment of M/s GHG Associates, statutory auditors of the Company, is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES
Statement of personnel particulars of employee''s pursuant to Section 197(12) of the Companies Act, 2013 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein (Rs.5,00,000 per month or Rs.60,00,000 per annum) during the period under review
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business and are in compliance of the provisions of the Companies Act, 2013 and the Listing Regulations. There are no material related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.
The Audit Committee on a quarterly basis approves all related party transactions. The details of the transactions with related parties are provided in the financial statements. Policy on Related Party transactions are available in the website.
The Company had the following Committees of the Board during the year 2015-16:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders'' Relationship Committee;
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. However CSR activities have already embodied in the value system of the Company.
CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors has approved a Code of Conduct and Ethics in terms of Schedule IV of Companies Act, 2013 and Listing Agreement. All the Board Members and the Senior Management personnel have confirmed compliance with the Code for the year ended 31st March 2016. The annual report contains a declaration to this effect signed by the Managing Director.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behavior or any suspected fraud. The policy is available at the website of the Company.
PREVENTION OF INSIDER TRADING
The Company has complied with the provisions of SEBI (Prevention of Insider Trading) Regulations. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The code of conduct for prevention of insider trading is available in the website of the Company.
EVALUATION OF BOARDâS PERFORMANCE
The board has carried out an evaluation of its own performance, and that of its directors individually. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.
SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mr. Gouri Shanker Mishra, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report forms part of the Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is appended to this report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Regulation 27 (2) of SEBI (LODR) Regulations, 2015.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) I n the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
ACKNOWLEDGMENT AND APPRECIATION
The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the Company. Further, the Directors appreciate and value the contributions made by Employees at all levels.
For and on behalf of the Board, 8K Miles Software Services Limited
Sd/-
Venkatachari Suresh Managing Director
Place: Chennai Date: August 24, 2016
Mar 31, 2014
Dear members,
The Board of Directors of 8K Miles Software Services Limited are
pleased to present the Twenty Eighth Annual Report for the year ended
March 31, 2014, together with the Auditors'' Report and Audited
Accounts for the Financial year 2013-2014.
FINANCIAL PERFORMANCE
The comparative figures of the financial result of the Company for the
last two years are presented in the table below.
(All figures in Lakhs in Rupees)
PARTICULARS 2013-14 2012-13
Sales and Other Income 722.11 303.64
Earnings Before Interest & Depreciation 275.24 26.23
Interest 38.55 16.08
Depreciation 184.19 3.19
Exceptional Items - -
Profit/(Loss) Before Tax (PBT) 52.50 6.96
Profit/(Loss) After Tax (PAT) 9.01 5.24
Add : Brought Forward Loss from
Previous Year (76.34) (81.58)
Surplus/(Deficit) in Statement of
Profit and Loss (67.33) (76.34)
OPERATIONS REVIEW
The Company''s income stood at Rs. 7,22,11,226/= as against Rs.
3,03,63,681/= in the previous year. Your Company has entered a net
profit of Rs. 9,00,799/- as against Rs. 5,23,697/= in the previous
year.
SUBSIDIARY COMPANIES
1) Mentor minds solutions and Services Inc (USA)
2) Mentor minds solutions and Services Private Ltd (India)
3) 8kmiles Software Services Inc (USA)
4) 8kmiles Software Services (FZE) - UAE
DIRECTORS
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. J. Gurumurthi, independent
Director, retire by rotation and being eligible offers him for
re-appointment. In accordance with the provisions of Companies Act,
1956 and the Articles of Association of the Company, Ms. Padmini
Ravichandran, independent Director, retire by rotation and being
eligible offers her for re appointment.
AUDITORS
Messrs GHG Associates, Chartered Accountants, Chennai hold office until
conclusion of the ensuing Annual General Meeting and being eligible and
recommended for reappointment.
PARTICULARS OF EMPLOYEES
Statement of personnel particulars of employee''s pursuant section
217(2A) of the Companies Act, 1956 are not applicable since none of the
employees are in receipt of remuneration in excess of the limits
specified herein (Rs. 5,00,000 per month or Rs. 60,00,000 per annum)
during the period under review.
CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO
Your Company does not carry on any manufacturing activities and hence
the disclosure requirement in terms of Sections 217 (1) (e) of the
Companies Act, 1956, read with Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, regarding
Conservation of Energy and Technology do not apply to your Company.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
a Management Discussion and Analysis, Corporate Governance Report,
Managing Director''s and Auditors'' Certificate regarding compliance
of conditions of Corporate Governance are made a part of the Annual
Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departure have
been made from the same;
ii. Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true a fair view of the state of affairs of
the Company as at March 31, 2014 and Profit & Loss Account for the year
ended March 31, 2014;
iii. 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;
iv. The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT AND APPRECIATION
The Directors take this opportunity to thank the Shareholders,
Financial Institutions, Banks, Customers, Suppliers and Regulatory
&Governmental Authorities for their continued support to the Company.
Further, the Directors wish to place on record their appreciation of
Employees at all levels for their hard work, dedication and commitment.
For 8K MILES SOFTWARE SERVICES LIMITED
Sd/-
SURESH VENKATACHARI
MANAGING DIRECTOR
Place: Secunderabad
Date : 06 September 2014
Mar 31, 2013
The Board of Directors of 8K Miles Software Services Limited are
pleased to present the Twenty Eighth Annual Report for the year ended
March 31, 2013, together with the Auditors'' Report and Audited Accounts
for the Financial year 2012-13.
FINANCIAL PERFORMANCE
The comparative pictures of the financials of the Company for the last
two years are presented in the table below
(All figures in Rupees)
PARTICULARS 2012-13 2011-12
Sales and Other Income 30363681 20308080
Profit/(Loss) before Interest
& Depreciation 2622610 1018908
Interest 1607533 298257
Depreciation 319275 126514
Profit/(Loss) for the year 695802 594137
Provision for Taxation
Current tax (128723) (72753)
MAT Credit Enhancement
Deferred Tax 43382 39023
Profit/(Loss) After Tax 523697 482361
Balance carried forward from Previous Year (8158031) (8640392)
Total Loss carried Forward (7634334) (8158031)
OPERATIONS REVIEW
The Company''s income stood at Rs. 3, 03, 63,681/= as against Rs. 2, 03,
08,080/= in the previous year. Your Company has entered a net profit
of Rs.5, 23,697/= as against Rs. 4, 82,361/= in the previous year.
BONUS
Your Company has issued 2 Bonus Shares for every 3 Shares to its Share
Holders during this year.
SUBSIDIARY COMPANIES
1) Mentor minds solutions and Services Inc (USA)
2) Mentor minds solutions and Services Private Ltd (India)
3) 8kmiles Software Services Inc (USA)
4) 8kmiles Software Services (FZE) UAE
DIRECTORS
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. Vedantharamanujam
Srinivasan, Director, retire by rotation and being eligible offers him
for re-appointment.In accordance with the provisions of Companies Act,
1956 and the Articles of Association of the Company, Ms. Padmini
Ravichandran, Director, retire by rotation and being eligible offers
her for re-appointment.
AUDITORS
Messrs GHG Associates, Chartered Accountants, Chennai hold office until
conclusion of the ensuing Annual General Meeting and being eligible and
recommended for reappointment.
PARTICULARS OF EMPLOYEES
Statement of personnel particulars of employeeÂs pursuant section
217(2A) of the Companies Act, 1956 are not applicable since none of the
employees are in receipt of remuneration in excess of the limits
specified herein (Rs. 5,00,000 per month or Rs. 60,00,000 per annum)
during the period under review.
CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO
Your Company does not carry on any manufacturing activities and hence
the disclosure requirement in terms of Sections 217 (1) (e) of the
Companies Act, 1956, read with Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, regarding
Conservation of Energy and Technology do not apply to your Company.
During the year under review, there was no Foreign Exchange outgo for
your Company. The Forex for this period stands at a gain of Rs.2,
60,981/= as against of Rs. 3,49,330/=
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
a Management Discussion and Analysis, Corporate Governance Report,
Managing DirectorÂs and Auditors Certificate regarding compliance of
conditions of Corporate Governance are made a part of the Annual
Report.
DIRECTORSÂ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and no material departure have been made
from the same;
ii. Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true a fair view of the state of affairs of
the Company as at March 31, 2013 and Profit & Loss Account for the year
ended March 31, 2013;
iii. 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;
iv. The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT AND APPRECIATION
The Directors take this opportunity to thank the Shareholders,
Financial Institutions, Banks, Customers, Suppliers and Regulatory
&Governmental Authorities for their continued support to the Company.
Further, the Directors wish to place on record their appreciation of
Employees at all levels for their hard work, dedication and commitment.
For 8K MILES SOFTWARE SERVICES LIMITED
Sd/-
SURESH VENKATACHARI
MANAGING DIRECTOR
Place: Secunderabad
Date : 05 September 2013
Mar 31, 2010
The Directors have pleasure in presenting the 25th Annual Report of
the Company and the audited accounts for the year ended 31st March,
2010.
1. FINANCIAL RESULTS Current year Previous year
ended 31 03 2010(Rs ended 31.03.2009
in Thousands) (Rs. in Thousands)
Sales and other Income 933 38502
Profit/(Loss) before interest,
Depreciation 385 12456
Interest 0 0
Depreciation 0 0
Profit / (Loss) for the year 385 12456
Provision for Taxation 0 0
Current Tax 0 0
MAT Credit Entitlement 0 0
Fringe Benefit Tax 0 0
Deferred Tax
Profit/(Loss) After Tax 385 12456
Balance carried forward from
Previous Year -12437 -24894
Balance Loss Carried forward -12052 -12437
2. PERFORMANCE
The Company's income stood at Rs.933000 as against Rs.13502516in the
previous year. The Company has earned a net profit of Rs.385164 as
against Rs.12456556 in the previous year.
3. DIVIDEND
In view of the accumulated loss of the Company your Directors did not
recommend any dividend for the year ended 31st March 2010.
4. CURRENT OUTLOOK
After implementing the proposed expansion plans your company is
expecting to report a good turnover.
5. OBJECTS AND NAME CHANGE:
The Members approved the change in Main Objects of the Company from a
Steel Manufacturer to Software developer, by postal ballot After the
Member's approval, the Company filed necessary papers with the
Registrar of Companies, Hyderabad and the same was approved by him.
Presently, the Company is expanding its activities in the IT related
field. The Members at the Extraordinary General Meeting held on
30/08/2010, approved the change of name of the company from M/s. PM
Strips Limited to M/s. 8k Miles Software Services Limited. Steps are
being taken to seek the approval of the Registrar of Companies,
Hyderabad, for the said name change.
6. EXPANSION PLANS:
Consequent to amendments to the Main Objects of the Company, the Board
was exploring all possible avenues for organic and inorganic growth in
IT field. Initially, it entered into a business tie up M/s. 8kmiles
Web services Private Limited for rendering IT related services. The
Board after a through study purchased the entire business of providing
development Services for Online market place, cloud computing and such
other rights and benefits including Intellectual Property Rights of the
above from M/s. 8kmiles Web services Private Limited. The Board also
decide & to acquire two Companies viz., Mentor Minds Solutions &
Services Pvt. Limited, a Chennai based entity and M/ s. Mentor Minds
Solutions & Services Inc., a US based Company & its subsidiary Mentor
Minds Rolutions & Services, Canada. In lieu of acquisition of the
shares of M/s. Mentor Minds Solutions Private Limited and M/s. Mentor
Minds Solutions & Services Inc., the Company proposed to issue equity
shares to the shareholders of the above two corporate entities on
preferential basis. After seeking the approval of Members under
various provisions of the Companies Act, both the entities would
become the subsidiaries of the Company. The details of investment,
acquisition and the Preferential issue of Equity Shares are mentioned
in the Notice convening the Annual General Meeting and the Explanatory
Statement appended to it Consequent to the acquisition and issue of
shares, Mr. V Suresh and Mr. M V Bhaskar would become co-promoters of
the Company. The preferential issue also triggers the Takeover code
under the SEBI Regulations. The Board is in the process of complying
with all the regulations. The present explanation plans, if approved,
would be a landmark event in the history of the Company.
7. DIRECTORS:
Mr. Suresh Venkatachari and Mr. Mylapore Venkata Bhaskar were appointed
as Additional Directors at the Board Meeting held on 30th August 2010.
Both the Directors represent M/s. Mentor Minds Group. Mr.
Vedantharamanujam Srinivasan and Ms. Padmini Ravkhadran were appointed
as Additional Directors at the Board Meeting held on 30th August 2010.
Both the Directors are Independent Directors.
All the above four Directors hold the office till the date of the
ensuing Annual General Meeting. Resolutions for their regularization
are placed before the Members for approval The Board commends the
motion and the members are requested to approve the same.
Mr. Arun Singh Gaur and Mr. Shyam Sundar Dey, the present Independent
Directors of the Company resigned from the Board with effect from 30th
August 2010. The Board places its sincere appreciation for the valuable
contribution made by Mr. Arun Singh Gaur and Mr. Shyam Sundar Dey
during their tenure as Directors of the Company.
8. DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2 AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed:
That in the preparation of the annual accounts for the financial year
ended 31st March 2010 the applicable accounting standards had been
followed along with proper explanation relating to material departures.
(i) That the Directors had selected such accounting policies and
applied accounting standards and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
Profit of the company for the year under review.
(ii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
That the Directors had prepared the accounts for the financial year
ended 31stMarch 2010 on a going concern basis
9. AUDITORS
M/s. G Ram Mohan & Co., Chartered Accountants, Chennai hold office
until conclusion of the ensuing Annual General Meeting and being
eligible are recommended for reappointment
10. SECRETARIAL COMPLIANCE CERTIFICATE
The Secretarial Compliance Certificate pursuant to Section 3 83 A of
the Companies Act, 1956 issued by Company Secretary in Practice, is
annexed.
11. STOCK EXCHANGE
The Company's shares are listed in the Bombay Stock Exchange Ltd. The
necessary listing fees for 2010-2011 had been paid
12. PERSONNEL
The Company has no employees drawing remuneration of Rs.24,00,000/-
(Rupees twenty four lakhs only) per annum or Rs.2,00,000/- (Rupees two
lakhs only) per moth and as such information required u/s 217(2 A) of
the Companies Act, 1956
13. CONSERVATION OF ENERGY
Conservation of Energy, which is an on going process in the Company's
activities, is not furnished as the relative Rule is not applicable to
your Company.
There is no information to be furnished regarding Technology absorption
as your company has not undertaken any research and development
activity in any manufacturing activity not any specific technology is
obtained from any external sources which needs to be absorbed or
adapted.
The Company is taking all steps to be compliant with all Environmental
Laws.
The Company has insured all its properties to the extent required
15. ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
support and co-operation received from the Company's Bankers,
respective Governments), Members and other Business associates. Your
Directors express their appreciation for the dedicated and sincere
services by the employees at all levels.
For and on behalf of the Board
Sd/- Sd/-
G.P. Surana Ravi Surana
Place : Secunderabad Director Director
Date : 02-09-1010
Mar 31, 2009
The Directors have pleasure in presenting the TWENTY FOURTH ANNUAL
REPORT of the Company together with the audited accounts for the period
ended on 31.03.2009.
FINANCIAL RESULTS:
Current Year Previous Year
31.03.2009 31.03.2008
(Rs.in lacs) (Rs.in lacs)
Turnover 0 20.0
Other Income 135.0 39.0
Expenditure 10.45 51.5
Profit for the year 124.56 7.5
Prior period adjustments 0 0
Profit before taxation 124.56 7.5
Less; Provision for taxation 0 0
Profit after tax 124.56 7.5
Add: Balance brought forward -248.93 -256.46
from previous year
Appropriations:
Proposed Dividnd
Transfer to General Reserves
Balance Carried forward to -124.37 -248.96
Balance Sheet
PERFORMANCE:
During the year under review the Company could not achieve any turn
over due to adverse financial conditions.
DIVIDEND:
In the light of the existing commitments and proposals your Directors
do not recommend any Dividend for the year 2008-2009.
DEPOSITS:
The Company has not accepted any deposits from the public during the
year under review.
PERFORMANCE IN RETROSPECT AND FUTURE OUTLOOK :
During the year under review the Company had tried to revive the unit
It hopes to achieve in the next financial year.
PERSONNEL:
No employee drew remuneration of Rs.25,000/-or more per month during
the year under review. As such no information as per section 217 (2A)
of the Companies Act, 1956 read with Companies (Particulars of
employees) Rules, 1975 is required to be given.
DIRECTORS:
Sri. Dipin Surana retires by rotation at this Annual General Meeting
and being eligible has offered himself for Re-appointment.
AUDITORS :
M/s G. Rama Mohan & Co., Auditors of the Company will retire at the
ensuing Annual General Meeting and are eligible for re appointment.
STATUTORY INFORMATION :
Information on Conservation of Energy, Technology Absorption Foreign
Exchange Earnings and outgo required to be discussed under section
217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure
of particulars in the Report of the Board of Directors) Rules, 1988,
are provided as an Annexure to this Report ACKNOWLEDGEMENTS :
Your Directors take this opportunity to express their gratitude to our
Bankers and other Central and State Government Departments and local
authorities for their guidance and support. Your Directors wish to
place on record their sincere appreciation of the untiring efforts and
team spirit of all the staff and workmen of the Company.
BY ORDER OF THE BOARD
for P.M.STRIPS LIMITED
Date : 2nd SEPTEMBER.2009 G.P.SURANA
Place : Secunderabad DIRECTOR.
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