Nucleus Software Exports Ltd
Directors Reports
Dear Members,
We are pleased to present your Company's Thirty -Fourth Annual Report, together with
the Audited Statement of Accounts, for the year ended March 31, 2023.
1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS FINANCIAL RESULTS
The Company has adopted the Indian Accounting Standards (Ind-AS) with effect from April
1, 2017 (transition date being April 1, 2016) pursuant to the notification issued by the
Ministry of Corporate Affairs dated February 16, 2015, regarding the Companies (Indian
Accounting Standards) Rules, 2015. The consolidated financial statements have been
prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015,
notified under section 133 of the Act and other relevant provisions of the Act. The
accounting policies have been consistently applied except where a newly issued accounting
standard, if initially adopted or a revision to an existing accounting standard, requires
a change in the accounting policy hitherto in use. The Management takes into cognisance
all new as well as revised accounting standards on an ongoing basis.
The Company has seven subsidiary companies, all of which are wholly owned subsidiaries.
The Company discloses stand-alone audited financial results on a quarterly and annual
basis, consolidated un-audited financial results on a quarterly basis and consolidated
audited financial results on an annual basis.
a) Consolidated Operations
Revenue from consolidated operations for the year was Rs 634.46 crore, as compared to
Rs 497.19 crore in the previous year, an increase of 27.61%. The Company continued its
focus on strategic initiatives for new products, focused sales and the market development
to help drive transformation. The overall Operational Expense for the year was Rs 478.71
crore, against Rs 460.97 crore in the previous year. The Operating Profit (EBITDA) was
significantly higher at Rs 155.75 crore, 24.55% of revenue, against Rs 36.22 crore, 7.28%
of revenue in the previous year. Profit after Tax for the year was at Rs 127.79 crore,
20.14% of revenue, against Rs 40.91 crore, 8.23%, of revenue in the previous year.
Consolidated financial results are as below:
(Rs in crore)
For the Year Ended March 31, |
2023 |
% of Revenue |
2022 |
% of Revenue |
Growth (%) |
Revenue From Operations |
634.46 |
100.00 |
497.19 |
100.00 |
27.61 |
Expenses |
|
|
|
|
|
a) Employee benefit expense |
393.99 |
62.10 |
394.09 |
79.26 |
(0.02) |
b) Operating and other expenses |
83.70 |
13.19 |
66.07 |
13.29 |
26.68 |
c) Finance costs (Bank charges) |
1.02 |
0.16 |
0.81 |
0.16 |
25.80 |
Total Expenses |
478.71 |
75.45 |
460.97 |
92.71 |
3.84 |
Operating Profit (EBITDA) |
155.75 |
24.55 |
36.22 |
7.28 |
329.98 |
Depreciation |
18.73 |
2.95 |
15.38 |
3.09 |
21.79 |
Operating Profit after Interest and Depreciation |
137.02 |
21.60 |
20.84 |
4.19 |
557.27 |
Other Income |
34.06 |
5.36 |
34.66 |
6.97 |
(1.72) |
Profit Before Tax |
171.08 |
26.96 |
55.50 |
11.16 |
208.24 |
Taxation |
43.29 |
6.82 |
14.59 |
2.93 |
196.62 |
Profit After Tax |
127.79 |
20.14 |
40.91 |
8.23 |
212.38 |
Other Comprehensive Income |
8.01 |
1.26 |
(10.79) |
(2.17) |
(174.14) |
Total Comprehensive Income for the Year |
135.80 |
21.40 |
30.12 |
6.05 |
350.84 |
b) Standalone Operations
Revenue from the standalone operations for the year was Rs 584.73 crore against Rs
448.06 crore in the previous year, an increase of 30.50%. Total Operational Expense for
the year was Rs 428.44 crore against Rs 412.04 crore in the previous year, an increase of
3.98%. The Operating Profit (EBITDA) for the year was significantly higher at Rs 156.29
crore, 26.73% of revenue, against Rs 36.02 crore, 8.04% of revenue, in the previous year.
Profit after Tax for the year was at Rs 130.37 crore, 22.29% of revenue, against Rs 42.10
crore, 9.40% of revenue in the previous year.
Standalone financial results are as below:
(Rs in crore)
For the Year Ended Mar 31, |
2023 |
% of Revenue |
2022 |
% of Revenue |
Growth (%) |
Revenue from Operations |
584.73 |
100.00 |
448.06 |
100.00 |
30.50 |
Expenses |
|
|
|
|
|
a) Employee benefit expense |
338.37 |
57.87 |
335.88 |
74.96 |
0.74 |
b) Operating and other expenses |
89.30 |
15.27 |
75.77 |
16.91 |
17.86 |
c) Finance costs |
0.77 |
0.13 |
0.39 |
0.09 |
97.44 |
Total Expenses |
428.44 |
73.27 |
412.04 |
91.96 |
3.98 |
Operating Profit (EBITDA) |
156.29 |
26.73 |
36.02 |
8.04 |
333.90 |
Depreciation |
17.06 |
2.92 |
13.23 |
2.95 |
28.95 |
Operating Profit after Interest and Depreciation |
139.23 |
23.81 |
22.79 |
5.09 |
510.93 |
Other Income |
34.16 |
5.84 |
34.07 |
7.60 |
0.26 |
Profit Before Tax |
173.39 |
29.65 |
56.86 |
12.69 |
204.94 |
Taxation |
43.02 |
7.36 |
14.76 |
3.29 |
191.46 |
Profit After Tax |
130.37 |
22.29 |
42.10 |
9.40 |
209.67 |
Other Comprehensive Income |
6.94 |
1.19 |
(11.18) |
(2.50) |
162.07 |
Total Comprehensive Income for the Year |
137.31 |
23.48 |
30.92 |
6.90 |
344.08 |
A detailed analysis on the Company's performance, both consolidated and standalone, is
included in "Management's Discussion and Analysis" Report, which forms part of
this Annual Report.
2. TRANSFER TO RESERVES
To augment resources, your Directors do not propose to transfer any amount to reserves.
Appropriation to retained earnings for the financial year ended March 31, 2023, as per
financial statements are as under:
(Rs in crore)
Particulars |
2023 |
2022 |
Opening balance |
433.67 |
600.78 |
Add: Profit for the year |
130.37 |
42.10 |
Less: Appropriations |
_ |
_ |
Final dividend paid |
(18.74) |
(17.42) |
Buyback of Equity shares |
- |
(151.12) |
Transaction tax on |
|
|
|
- |
(32.40) |
Buyback of Equity shares |
|
|
Remeasurement of the defined benefit plans, net |
3.04 |
(8.27) |
Closing balance |
548.34 |
433.67 |
3. SHARE CAPITAL
Issued and Paid-up Share Capital
During the year under review, there has been no change in the Paid-Up Share capital of
the Company. As on March 31, 2023, the Paid-Up Share Capital of the Company is 26,773,324
equity shares of Rs 10 each.
The Company has not issued shares with differential voting rights or sweat equity
shares during FY'23.
Shares under Compulsory Dematerialization
The shares of the Company are under compulsory dematerialization ("Demat")
category and are available for trading on both the depositories in India viz. National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). Of the entire paid-up shares, 26,721,954 shares (99.81%) are in dematerialized
form as of March 31, 2023. The International Securities Identification Number (ISIN)
allotted to the Company's shares is INE096B01018.
4. LISTING
Your Company is listed at National Stock Exchange of India Ltd. and BSE Ltd.
Stock Exchange where |
Scrip Symbol / Code |
Nucleus shares are listed |
|
National Stock Exchange of India Ltd. (NSE) w.e.f. December 19, 2002 |
NUCLEUS |
BSE Ltd. (BSE) w.e.f. November 6, 1995 |
531209 |
5. LIQUIDITY AND CASH EQUIVALENTS
Your Company continues to retain its debt-free status and maintains sufficient cash and
cash equivalents to meet the future strategic initiatives. The Company has been
conservative in its investment policy over the years, maintaining a reasonably high level
of cash and cash equivalents which enable the Company to completely eliminate short and
medium-term liquidity risks, and at the same time also help scale up operations at a short
notice. The goal of cash management at your Company is to: a. Use cash to provide
sufficient working capital to manage business operations of the Company to be able to add
value to all our stakeholders and continuously enhance the same. b. Maintain sufficient
cash as reserves that will aid the Company in capturing meaningful business opportunities.
c. Invest surplus funds in low-risk bank deposits, debt schemes of mutual funds and
tax-free secured bonds of Public Sector Enterprises. Cash and cash equivalents along with
other bank balances including current investments at a consolidated level of Rs 277.43
crore, constitute 45% of the shareholders' funds at the year end, against Rs 341.93 crore,
69% of the shareholders' funds at the close of the previous year. The Company has a
well-defined Forex policy, based on which its currency exposure is closely monitored to
hedge the forward risk in a more structured and timely manner.
6. DIVIDEND
The Board of Directors of the Company at their meeting held on May 26, 2023, has
recommended a Final Dividend for its shareholders. The Proposed Final Dividend is 100% (Rs
10.00 per equity share of Rs 10 each), for FY 2022-23. This Dividend is subject to the
approval of shareholders at the forthcoming Annual General Meeting. If approved, the total
dividend pay-out for FY 2022-23 will be Rs 26.77 crore.
The Register of Members and Share Transfer Books of the Company will be closed on July
8, 2023, to July 14, 2023 (both days inclusive) for annual closing and determining the
entitlement of the shareholders to the final dividend for FY 2022-23, if approved by the
members at the forthcoming Annual General Meeting.
7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to applicable provisions of the Companies Act 2013, read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules 2016 (the Rules') all unpaid or
unclaimed dividends are required to be transferred by the Company to the IEPF established
by the Central Government, after completion of seven years. Further, according to the
Rules, the shares in respect of which dividend has not been paid or claimed by the members
for seven consecutive years or more shall also be transferred to the Demat account created
by IEPF Authority. Accordingly, the Company has transferred all unclaimed or unpaid
dividends and shares to IEPF as per applicable regulations.
8. DEPOSITS FROM PUBLIC
Your Company has not accepted any deposits covered under Chapter V of the Companies
Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of
the Balance Sheet.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company policy for determining Material Subsidiaries' and on Related
Party Transactions', as approved by the Board can be accessed on the Company website link:
https://investor. nucleussoftware.com/files/Nucleus_Policy_on_ material_subsidiaries.zip
and https://investor. nucleussoftware.com/files/Policy_on_Related_ Party_Transactions.zip
respectively.
Particulars of contracts or arrangements with related parties in the prescribed Form
AOC-2, are provided as Annexure B to this Directors' Report.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF FINANCIAL YEAR 2023 AND DATE OF THIS REPORT
No material changes and commitments have occurred after the close of the year till the
date of this Directors' Report, which affect the financial position of the Company.
12. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
13. MANAGEMENT DISCUSSION & ANALYSIS
As per requirements of Regulation 34 of Securities and Exchange Board of India (Listing
Obligations and Disclosures) Regulations 2015, the Management's Discussion and Analysis of
the financial condition and results of both standalone and consolidated operations have
been provided separately in the Annual Report.
14. REVIEW OF BUSINESS & OUTLOOK
The banking industry has undergone significant disruption and transformation in the
recent years, fuelled by a series of global challenges that have had far-reaching
implications. From geopolitical tensions, such as Russia's invasion of Ukraine, to supply
chain disruptions, inflationary pressures, and the tightening of monetary policies, have
collectively impacted the overall banking system in a significant manner.
Your Company understands the multifaceted nature of these challenges and is committed
to supporting clients in navigating the emerging complex environment. The digital
revolution continues to reshape the banking sector, driving the need for innovative
solutions that enhance customer experiences, streamline operations, and ensure regulatory
compliance. Your Company has been at the forefront of this transformation, providing
cutting-edge software solutions that empower financial institutions to stay ahead in the
digital era. Regulatory compliance remains a critical area for financial institutions, and
your Company recognises the importance of providing solutions that help our clients
navigate the complex and ever-changing regulatory landscape. Your Company's commitment to
staying abreast of regulatory changes and continuously enhancing our software offerings
positions us as a trusted partner in ensuring compliance while not affecting operational
efficiency.
Looking ahead, your Company will continue to invest in research and development to stay
ahead of market trends and maintain our competitive edge. Your Company aims to be a
preferred partner to financial institutions worldwide by providing them with innovative
services, pioneering products, and digital solutions that meet their ever-evolving
business needs. With your Company's growth across geographies, we are confident in our
ability to deliver optimum value to our customers as they embark on their digital
transformation journeys.
In addition to several new orders, many of our customers choose to upgrade our
installed products to our latest GA versions. This strengthens our product philosophy to
serve our customers with latest technology and functional capabilities with each release.
The next decade will continue to witness growth in technology spend; primarily driven by
the rise of technology natives and digital reinventors, new tech-enabled business models
like ecosystems, direct-to-stakeholder channels and a rise in demand for Industry 5.0.
Your Company, with its talent focussed on innovation, is aptly poised to seize
opportunities that come up in the future.
15. NEW PRODUCT LAUNCHES
During the year, your Company continued to enhance the solutions to take advantage of
market trends, most significant being the increasing digitization of financial services.
Your Company has leveraged digital capabilities like Virtual Assistants, messaging
applications, augmented channel-based acquisition capability and Geo tracking to offer end
to end digitization of the loan lifecycle. The FinnOne Neo suite is an end-to-end
solution for Lending Businesses, Your Company released FinnOne Neo 6.0 in July 2021 and
FinnOne Neo 6.5 in January 2022. In the increasingly digitised world, integrability and
compatibility of a software solution with other software providers become more and more
critical. Nucleus' FinnOne Neo has been a leader on this front and by carrying a
large number of APIs: 463 in its API stack that facilitate robust, secure, quick and agile
integration.
The FinnAxiaTM suite offers an enterprise solution for the Transaction
Banking operations of corporate banks. The last release -_ FinnAxia 8.5 in FY 21-22
enabled corporate to make informed decisions on their cash positions and banks to
seamlessly provide integrated one stop secured solution to their corporate. Supporting the
increasing need for real-time operations, FinnAxia 8.5 enabled cash forecasting
capabilities for banks' corporate clients and provides enriched MIS. Global payments
solution enabled bank to leverage API to serve corporate with single stop solution
platform, comply with central bank regulations on LEI (legal entity identifier) to
regulate high value payments. Global receivables solution enabled bank to help corporate
collect FCY inward payments, comply with NPCI DDI PGP encryption guidelines. The
centralized control using virtual accounts enriched with faster reconciliation and
provides an enhanced view of cash positions, hence eliminating trapped liquidity. There
has been no product release post FinnAxia 8.5, and your Company is working to deliver
immediate needs of the customer only.
Our financial inclusion product, PaySe, which digitizes last-mile users on the
ground, has been granted multiple patents for its unique offline and online payment
processing capabilities. These capabilities aim to achieve real financial inclusion at the
grassroots level. PaySe currently addresses the needs of the SHG (Self Help Group)
ecosystem by enabling them with an easy and convenient way to conduct digital
transactions. Additionally, it addresses challenges faced by people in rural areas,
including financial illiteracy, limited internet connectivity, lack of access to
smartphones, and the need to travel to banks.
16. NOTABLE ACCOLADES RECEIVED DURING THE YEAR
Annual Report for the Year ended March 31, 2022, won the Platinum Award for
Excellence within the Technology- Software industry and Technical Achievement Award from
League of American Communication Professionals (LACP). The Annual Report was also
ranked 49th amongst the World's Top 100 Annual Reports within the
Technology-Software industry by LACP.
Nucleus Software received IBSi Global Fintech Innovation Awards 2023 for Most
Effective Digitization/Paperless Initiative Best Project Implementation for Mirae
Asset Financial Services
Nucleus Software earned the IBSi Global Fintech Innovation Awards 2023 under
category Best Transaction Banking implementation for BRAC Bank Ltd
17. SUBSIDIARY COMPANIES
Your Company has seven subsidiaries across the globe. There are no associate companies
or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013
("Act").
The following table provides a list of all these subsidiaries as on March 31, 2023:
Name of Subsidiary |
Location |
Date of Incorporation/ Acquisition |
Percentage of Shareholding |
Nucleus Software Solutions Pte. Ltd. |
Singapore |
February 25, 1994 |
100% |
Nucleus Software Inc. |
USA |
August 5, 1997 |
100% |
Nucleus Software Japan Kabushiki Kaisha |
Japan |
November 2, 2001 |
100% |
Nucleus Software Netherlands B.V. |
Netherlands |
February 3, 2006 |
100% |
Nucleus Software Ltd. |
India |
April 21, 2008 |
100% |
Nucleus Software Australia Pty. Ltd. |
Australia |
February 3, 2014 |
100% |
Nucleus Software South Africa Pty. Ltd. |
South Africa |
February 10, 2015 |
100% |
There has been no material change in the nature of the business of the subsidiaries.
The Board of Directors reviews the affairs of these subsidiaries periodically. These
subsidiaries help the Company in providing front end support to customers and explore new
opportunities. A statement containing the salient features of the financial statement of
our subsidiaries in the prescribed form AOC 1 is provided as Annexure A to this
Directors' Report. The statement also provides the details of performance, financial
position of each of the subsidiaries.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited accounts in respect of subsidiaries, are available on the website of the
Company.
a) Nucleus Software Solutions Pte. Ltd.
Nucleus Software Solutions Pte. Ltd. (NSS) is based in Singapore. It was incorporated
in 1994 to expand the Company's business in Southeast Asia. Currently, it is the central
entity for Asia-Pacific excluding Japan and Australia with responsibility for business
development, sales and software development services for customers in the region.
b) Nucleus Software Inc.
Nucleus Software Inc. (NSI) is based in New Jersey, USA. It was incorporated in 1997
for providing business presence in the Americas. NSI operates as a business development
and sales hub for the region.
c) Nucleus Software Japan Kabushiki Kaisha
Nucleus Software Japan Kabushiki Kaisha (NSJKK) is based in Tokyo, Japan. It was
incorporated in 2001 to expand business in the country. NSJKK operates as a business
development and sales hub for Japan. Additionally, the subsidiary provides software
development services, to the local customers in Japan.
d) Nucleus Software Netherlands BV
Nucleus Software Netherlands BV (NSBV) is based in Amsterdam, The Netherlands. It was
incorporated in 2006 for enlarging business presence in the European market. NSBV is a
business development and sales hub for Nucleus in Europe.
e) Nucleus Software Ltd.
Nucleus Software Ltd. (NSL) has operations in Jaipur with registered office in New
Delhi. It was incorporated in 2008 for facilitating delivery to larger clients through
operations in a Special Economic Zone. NSL acquired 17.41 acre of land in the Mahindra
World Special Economic Zone, Jaipur and has co-developed a 250-seater facility.
f) Nucleus Software Australia Pty. Ltd.
Nucleus Software Australia Pty. Ltd. (NSA) is based in Sydney, Australia. It was
incorporated in 2014 for tapping the growing business opportunities in ANZ region. NSA
operates as a business development and sales hub for the region. Additionally, the
subsidiary provides software development services, to the local customers in Australia.
g) Nucleus Software South Africa Pty. Ltd.
Nucleus Software South Africa Pty. Ltd. (NSSA) is based in Johannesburg, South Africa.
It was incorporated in 2015 for tapping the growing business opportunities in South
African region. NSSA operates as a business development and sales hub for the region.
18. INFRASTRUCTURE
Your Company, along with its subsidiaries, has offices at several locations across the
globe. The office space and seating capacity of these offices as on March 31, 2023, is
detailed below:
Office Location |
Area in sq. ft. |
Seating Capacity |
_ _ |
|
No. of Persons |
Noida |
208,122 |
1,677 |
Jaipur |
22,312 |
250 |
Pune |
9,573 |
114 |
India |
|
|
Chennai |
12,286 |
134 |
New Delhi |
4,200 |
40 |
Mumbai |
3,250 |
31 |
Singapore |
4,807 |
61 |
Dubai, UAE |
1,290 |
17 |
Tokyo, Japan |
735 |
15 |
Manila, Philippines |
102 |
3 |
Overseas |
|
|
Jakarta, Indonesia |
97 |
3 |
London, UK |
38.39 |
1 |
Sydney, Australia |
130 |
2 |
New Jersey, USA |
146 |
4 |
_ Total _ |
267,089 |
2,352 |
The premises at Noida, New Delhi and Jaipur are owned by the Company or its
subsidiaries.
.
19. QUALITY PROCESSES
Your Company is committed to ensure the highest level of quality for its products and
services. Nucleus Quality Management System (NQMS) continues to enable outstanding value
and experience to its external and internal customers. One of the key focus areas for this
year was to continue to improve delivery quality through various analytical dashboards at
all levels, process improvement initiatives and enabling project teams and business groups
plan and perform causal analysis along with preventive and corrective actions.
Quality Processes and Frameworks were further aligned and institutionalised as per the
PMBoK Knowledge Areas. Transformation program for Project Management Development across
organization was initiated along with global market leader with broader yet focused
approach. Learning sessions on Program and Project Management got conducted and 110+
associates got trained
. A dedicated Quality Assurance team handles the process change management,
implementation, anditsadherenceacrosstheorganization.Thisteam monitors quality and
productivity improvements through regular facilitations, trainings, audits and reviews.
20. BRAND VISIBILITY
Throughout FY 2022-23, your Company experienced consistent growth and actively
bolstered its brand and market presence through a variety of marketing channels. By
leveraging our thought leadership and emphasizing our product excellence, your Company
successfully generated brand visibility across a diverse range of industry platforms.
Additionally, your Company is engaged with global media outlets, including television, print,
wires, and online portals, while also capitalizing on unique media opportunities in
geographies such as Australia and our home country, India. Our product brands have
established a strong reputation for delivering exceptional quality and customer service,
resulting in high-quality leads from our target segments worldwide. Moving forward, your
Company remains committed to maintaining this focus and continuing our efforts to
expand brand visibility in the upcoming year.
Industry Interactions
Communicating the business benefits of our solutions, our decades of industry expertise
and focus, is of vital importance. With this in mind, our teams demonstrated our expertise
and showcased our product offerings at key industry events, roundtables, and briefings
throughout the year. Your Company effectively highlighted our unique selling points (USPs)
and capabilities, both virtually and physically, in various regions worldwide, including
the Middle East, India, Southeast Asia, and ANZ.
Some of the key industry connects during FY 2022-23 are furnished below: Was Platinum
Sponsor to the Middle East Banking Innovation Summit (MEBIS) in Dubai. This event
brought together 400+ senior bankers from across the Middle East & North African
regions, all under one roof, to explore advances in banking and technology, network with
industry peers, and engage in forward-looking business conversations.
Presented How technology can play a vital role for financial inclusion in
emerging economies and laid emphasis on the importance of reinventing the
understanding of the financial ecosystem to make BNPL (Buy Now Pay Later) profitable
as the Silver Sponsor at the Fintech Festival India held in Delhi, India. This event
brought together experts and thought leaders to discuss the emergence of innovations in
the financial services industry and the Fintech ecosystem's preparation for streamlined
growth.
Participated as the Gold Sponsor to the World Financial Innovation Series event
held in Philippines. This event brought together over 400+ in-person and 200+ virtual
pre-qualified Technology & Business Heads from leading Banks, Insurance &
Micro-finance Institutions spread across Philippines. Presented on "How Digital
Lending can contribute in economic upshift of Southeast Asia" and received
numerous inquiries regarding our digital lending technology.
Engaged in the 2022 Australian Finance Industry Association (AFIA) Conference
that brought together industry peers, influential thought leaders, policymakers, and
regulators across the Finance Industry to share ideas and learnings, and to reflect on how
the finance community can learn from the successes and mistakes of the past and be
prepared to achieve change differently.
Supported and participated as the Gold Sponsor to the Singapore Fintech Festival
2022, presented the topic "Do financial institutions really understand the
needs of SMEs?". The event brought together the global Fintech community to
engage, connect, and collaborate on issues relating to the development of financial
services, public policy, and technology. As the world's largest Fintech festival, last
year's edition brought together over 60,000 participants from 160 countries.
Joined as the Gold Sponsor to the Future of Financial Services Summit in
Australia; the event brought together C-suite executives, business leaders, and
decision-makers from the financial industry to discuss the emerging trends and topics in
the disciplines of technology, innovation, digitalization, and strategy. Shared insights
on the topic "Digital transformation in lending domain" and
received an overwhelming response.
Attended FIBAC 2022, the annual banking conference jointly organized by
Federation of Indian Chambers of Commerce and Industry (FICCI) and Indian Banks'
Association (IBA), where the theme was Helping India step change its growth: How
tech enabled banking can contribute to realization of $5tn economy goal'.
Participated in Gartner IT Symposium 2022
Conference which explored innovative and transformational opportunities with a
global community of experts and peers in IT. CIOs and IT leaders came together in Kochi,
India, to explore technology, insights, and trends shaping the future of IT and business,
including innovative ideas on accelerating digital business, the future of work, data,
analytics and artificial intelligence, cybersecurity, executive leadership and more.
While virtual and physical events are significant methods to exhibit the contributions
to banks and financial institutions, your company employ other channels to communicate the
competencies. Company's expertise is disseminated through blogs, whitepapers, and articles
in distinguished publications worldwide and engage in regular exchanges with industry
analysts and consultants to maintain the leadership position.
None of the above would have been achieved without the Nucleite family's unending
support and we look forward to surging ahead together.
21. HUMAN RESOURCE MANAGEMENT
The rapidly evolving landscape of the IT industry calls for continuous adaptation, and
your Company is committed to keeping pace with the technological advancements and evolving
employee needs. With flexible work models extended to our people, backed by business needs
and employee preferences, your Company's employee-centric focus continues to cater to the
growing demand for work-life balance in the post-pandemic era.
As part of the broader efforts to address the high rate of attrition in the industry's
great resignation wave, your Company made significant strides in providing a secure and
satisfying work environment for its customers and employees alike. Over 500+ new hires
joined our global employee strength of 1,782 with campus hiring through the Nucleus School
of Banking Technology (NSBT) specifically targeting tier 2/3 cities and top institutes,
creating a diverse talent pool. Initiated in 2010, NSBT remains a flagship program for
developing professionals in banking technology, with over 2,500 young minds nurtured to
perform at their best.
Learning and Development
Your Company lays high emphasis on continuous learning and growth for every individual.
Your Company offers a comprehensive package of learning and development opportunities in
technology, processes, functional domain, our products, and leadership training. Nucleus
Employee Assistance Policy provides financial support and encourages employees to take up
industry certification programs in technology, domain, project management, soft skills and
related areas. Leadership Programs from global premier institutes are offered to our
senior leaders.
Our online learning platform iLearn, powered by Skillsoft, has 10,000+ courses to help
people hone their_ business skills, technology, and leadership skills. The courses are
continuously updated with the latest trends and technologies. The "Career
Aspire" journeys and key industry certifications help the employees for their career
growth and development. The leadership courses in the platform are curated by MIT
Sloan Management Review. This platform provides various topics ranging from Leading
Organizational Vision and Leading a culture of execution to think strategically. Focus on
leadership development for young leaders and mid-level managers continue through our
flagship programs LEAD (Leadership Engagement Action & Development) and YLP
(Young Leaders Program). These programs are based on our Core Values and have contributed
immensely towards building the organizational culture, individual effectiveness, and
leadership competencies. For strengthening the 3 P's: Project, Program, and Portfolio
Management capabilities, there have been focused development sessions for Program and
Project Managers during the year. This is done in association with QAI Global and Project
Management consultants, which come with 35+ years of Thought Leadership in Project
Management areas globally.
22. CORPORATE GOVERNANCE
Your Company believes that good and effective Corporate Governance is critical to
achieve corporate vision and mission of the organization on a sustainable basis; it is
more of an organizational culture than a mere adherence to rules and regulations. Your
Company has established and maintained a strong ethical environment, overseen by a
committed and competent Board of Directors. The Company's practices and policies reflect
the true spirit of Corporate Governance initiatives. The required disclosures of Schedule
V part II are mentioned in "Corporate Governance Report" which forms part of the
Annual Report.
Your Company is complying with all mandatory requirements of Corporate Governance as
stipulated as per Securities and Exchange Board of India (Listing Obligations and
Disclosure) Regulations 2015. The compliance status is provided in the Corporate
Governance section of the Annual Report. A certificate issued by the Statutory Auditors of
the Company under Regulation 34 of Securities and Exchange Board of India (Listing
Obligations and Disclosure) Regulations 2015, confirming compliance of the conditions of
Corporate Governance, is provided as Annexure C to this Directors' Report. The
auditors' certificate for fiscal 2023 does not contain any qualifications, reservations or
adverse remark.
23. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. S. M. Acharya, Mr. Prithvi Haldea, Prof. Trilochan Sastry, Mrs. Elaine Mathias and
Mrs. Yasmin Javeri Krishan are Independent Directors as per the Companies Act, 2013, not
liable to retire by rotation, to hold office for five consecutive years. They have
submitted a declaration that each of them meets the criteria of independence as provided
in Section 149(6) of the Act and there has been no change in the circumstances which may
affect their status as Independent Director during the year. The date of appointment of
the Directors are given below: Mr. Prithvi Haldea and Prof. Trilochan Sastry had been
reappointed as Independent Directors w.e.f. July 26, 2019, for a term of 5 years. Mrs.
Elaine Mathias had been reappointed as an Independent Director w.e.f. September 20, 2019,
for a term of 5 years.
Mrs. Yasmin Javeri Krishan had been appointed as Independent Director w.e.f. July 30,
2020, for a term of 5 years.
Mr. S. M. Acharya had been reappointed as an Independent Director w.e.f March 19, 2021,
for a term of 5 years.
Mr. Ravi Pratap Singh had been reappointed as a Whole-Time Director w.e.f. July 26,
2019, for a term of 5 years.
Mr. Parag Bhise had been appointed as a Whole-Time Director w.e.f July 31, 2020, for a
term of 5 years.
Dr. Ritika Dusad had been appointed as a Whole- Time Director w.e.f. August 7, 2020,
for a period of 5 years.
Mr. Anurag Mantri had been appointed as a Whole-Time Director w.e.f December 19, 2020,
for a period of 5 years. Mr. Vishnu R. Dusad had been reappointed as the Managing Director
w.e.f. January 1, 2022, for a period of 5 years.
During the year, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission, and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Company.
Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Vishnu R. Dusad,
Managing Director, Mr. Parag Bhise, CEO, Mr. Anurag Mantri, Chief Financial Officer
and Mrs. Poonam Bhasin, Company Secretary are the Key Managerial Personnel of the
Company as on date of the report.
In accordance with the provisions of Companies Act 2013 and the Article of Association
of the Company, Mr. Vishnu R Dusad, Executive Director and Mr. R P Singh, Executive
Director, whose office are liable to retire, shall retire at the ensuing AGM and being
eligible, these Directors seek reappointment.
24. BOARD EVALUATION
The Board of Directors carried out an annual evaluation of its own performance and
performance of the Chairman, Board committees and individual Directors pursuant to the
provisions of the Companies Act 2013 and the Corporate Governance requirements under
Regulation 25 (4) of Securities and Exchange Board of India (Listing Obligations and
Disclosure) Regulations 2015. The Board, along with the Nomination and
Remuneration/Compensation Committee (NRC), developed and adopted the criteria and
framework for the evaluation of each of the Directors and of the Board and its Committees.
The evaluation was then conducted as per the approved process (explained in detail in
the Report on Corporate Governance of the Annual report.) The performance of the
Committees was evaluated by the Board after seeking inputs from the Committee members on
the basis of criteria such as the composition of Committees, effectiveness of Committee
meetings, etc. The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The
Chairman of the Committee also had interactions with each of the Directors and sought
their feed-back and suggestions on the overall Board Effectiveness and Directors
performance. The feedback received from the Directors was discussed and reviewed by the
Independent Directors at their separate meeting, and also shared with the NRC/Board. In
addition, pursuant to the provisions of Schedule IV to the Companies Act, 2013 the
Independent Directors reviewed the performance of the Non-
Independent Directors and of the Board as a whole, performance of the Chairman of the
Board taking into account the views of all the Directors, and the quality, quantity and
timeliness of flow of information between the Company management and the Board and its
sufficiency for the Board to effectively perform its duties. https://investor.
nucleussoftware.com/files/CODE-OF-CONDUCT-FOR-DIRECTORS-SENIOR-MGT.zip The Chairman placed
the Evaluation Summary before the Committee members. The same was discussed in detail, and
the members recorded their satisfaction.
25. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The primary responsibility of the Nomination and Remuneration/Compensation Committee
(NRC) is to identify and nominate suitable candidates for Board membership. The Committee
also formulate policies relating to the remuneration of Directors, Key Managerial
Personnel and other senior employees of the Company. The Committee, while evaluating
potential candidates for Board membership, considers a variety of personal attributes,
including experience, intellect, foresight, judgment and transparency, and match these
with the requirements set out by the Board. The basic responsibilities of NRC with regard
to Directors' appointment are as follows:
Recommending desirable changes in Board size, composition, Committee structure and
processes, and other aspects of the Board's functioning.
Formulating criteria for determining qualifications, positive attributes and
Independence of a Director.
Conducting search and recommending new Board members in light of resignation of current
members or a planned expansion of the Board.
Identifying persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the Board
their appointment and removal. The policy of the Company for "Policy for Appointment
of Board and Senior Management" is provided as Annexure D and "Policy of
Remuneration for Directors, Key Managerial Personnel and other Employees" is provided
as Annexure E to this Directors' Report. These Policies are also available on the
Company website link: https://investor.nucleussoftware.com/
files/Nucleus_Remuneration_Policy_for_Board_ Members.zip and
https://investor.nucleussoftware. com/files/CODE-OF-CONDUCT-FOR-DIRECTORS-SENIOR-MGT.zip
26. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors that they meet
the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013
and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and
Disclosure) Regulations 2015.
27. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of programmes for familiarisation of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company and related matters can be
accessed on the Company website link: https://investor.nucleussoftware.com/
files/NUCLEUS_FAMILIARISATION_PROGRAMME_ FOR_INDEPENDENT_DIRECTORS.zip
28. MEETINGS OF THE BOARD OF DIRECTORS
The Board met 9 times during the year. The details are provided in the Report on
Corporate Governance, a part of the Annual Report.
29. COMMITTEES OF THE BOARD
There are six Committees of the Board as on March 31, 2023, as follows:
Audit Committee
Nomination and Remuneration/Compensation Committee
Stakeholder Relationship Committee
Corporate Social Responsibility Committee
Culture Committee
Risk Management Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the Report on Corporate Governance, a part of the Annual
Report.
The Composition of Board Committees as on March 31, 2023, is as follows:
Name of Member |
Audit Committee |
Nomination & Remuneration / Compensation Committee |
Stakeholder Relationship Committee |
Corporate Social Responsibility Committee |
Risk Management Committee |
Culture Committee |
Mr. S M Acharya |
v |
v |
|
v |
v |
v |
Mr. Vishnu R Dusad |
|
|
v |
|
v |
v |
Mr. Prithvi Haldea |
v |
|
v |
|
v |
|
Mrs. Elaine Mathias |
v |
v |
|
|
v |
|
Prof. Trilochan Sastry |
|
v |
|
v |
v |
|
Mrs. Yasmin Javeri Krishan |
v |
|
|
v |
v |
|
Mr. R P Singh |
|
|
v |
|
v |
v |
Dr. Ritika Dusad |
|
|
|
v |
v |
|
Mr. Parag Bhise |
|
|
|
v |
v |
v |
Mr. Anurag Mantri |
|
|
|
|
v |
|
30. VIGIL MECHANISM
The Company has a well-established whistle blower policy as part of vigil mechanism for
observing the conduct of Directors and employees and report concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of conduct or
ethics policy. This mechanism also provides for adequate safeguards against victimization
of Director(s)/employee(s) who avail of the mechanism and also provides for direct access
to the Chairman of the Audit Committee in exceptional cases.
31. SIGNIFICANT AND MATERIAL ORDERS
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future.
32. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditors has reported to the Audit Committee, under Sec 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees.
33. RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy' that includes
identification of elements of risk, which in the opinion of the Board may threaten the
existence of the Company. Risk Management Report forms a part of the Annual Report.
34. ADDITIONAL INFORMATION TO SHAREHOLDERS
Detailed information to the shareholders is provided in the Shareholders' Referencer, a
part of the Annual Report.
35. AUDITORS
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rules
framed thereafter, M/s ASA & Associates LLP, (Firm Registration Number-
009571N/N500006) Chartered Accountants, were appointed as statutory auditors of the
Company from the conclusion of the Annual General Meeting (AGM) of the Company held on
July 8, 2022 until the conclusion of Annual General Meeting of the Company to be held in
Calendar year 2027. The requirement to place the matter relating to appointment of the
statutory auditors for ratification by the Members at every AGM has been done away by the
Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution
is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM
and a note in respect of same has been included in the Notice for this AGM.
Secretarial Auditor
As per the Companies Act 2013, Secretarial Audit by a practicing Company Secretary has
become mandatory for prescribed companies, and they are required to annex the Secretarial
Audit report with their Board Report in the Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed,
M/S PI and Associates, Practising Company Secretaries to undertake the Secretarial Audit
of the Company. Secretarial Audit Report in the prescribed Form MR 3 is provided as Annexure
F to this Directors'
Report. The Secretarial Auditors' Report does not contain any qualification,
reservation or adverse remark.
The Company voluntarily adheres to the various Secretarial Standards issued by the
Institute of Company Secretaries of India.
36. INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference to the
financial statements.
Your Company has appointed M/s Varma & Varma Chartered Accountants, an external
professional firm as Internal Auditors. The Internal Audit of the Company is regularly
carried out to review the internal control systems and processes. The Internal Audit
Reports along with implementation and recommendations contained therein are periodically
reviewed by Audit Committee of the Board.
M/s ASA & Associates, LLP, the statutory auditors of the Company, has audited the
financial statements included in the annual report and has issued an attestation report on
our internal control over financial reporting (as defined in Section 143 of Companies Act
2013).
37. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Inclusive growth and sustainable development are strong pillars of your Company's
responsible corporate citizenship and are a part of the core values and driving force for
many of its initiatives. Your Company believes that responsible investments in this regard
will generate long term value for all the stakeholders. In accordance with requirements of
the Companies Act 2013, the Company has a Corporate Social Responsibility Committee
comprising of a majority of Independent Directors and chaired by an Independent Director-
Mrs. Yasmin Javeri Krishan. Prof. Trilochan Sastry, Mr. S M Acharya, Mr. Parag Bhise and
Dr. Ritika Dusad are the other members. The CSR Policy may be accessed on the Company
website link: https://investor.nucleussoftware.com/ files/CSRPolicyNucleus.zip. The
Company had set up Nucleus Software Foundation (NSF), a Trust for the purposes of
undertaking CSR activities of the Company, in 2014 as a Section 25 Company with the
mission: "Empowering underprivileged with essence of education and thereby better
livelihood and better life".
This year Company's CSR arm continued with the interventions in our focus areas of
education and livelihood. Since situation had become normal so most interventions were in
the field in a hands-on way. Online support methods were used for trainings and
assessments.
The focus remained Education i.e., recovery of learning losses in early childhood
education due to closure of schools due to Covid.
The students returned to normal schools after a long break and being from
underprivileged backgrounds they suffered heavy learning losses as online support to them
was limited. Our interventions were aimed at recouping the learning losses and
mainstreaming these students. At Noida while waiting for the government permissions to
work at government schools, we started our work at Barola slums in Noida and organised
summer camp for the kids of the area and did remediation work in Maths, Hindi, and English
with them. Once we received the government permissions, we started our self- designed
remediation program at 14 government schools of Noida in Maths and English and supported
the government teachers in their Hindi remedial activities. We worked with around 750
students at these schools. We were able to motivate and retain them at schools and make
them ready for grade level studies over a period of time.
NSF continued the support to an NGO school "Samriddhi" managed by Sandeepon
music and educational trust (located in Ghaziabad Vaishali area of Uttar Pradesh). Their
learning centre was operational, and they prepared their students like a mainstream school
in all the required subjects. They support their elder students by enrolling them at a
Centre for Open school Board exams. We also organised sports day for these students.
During this sports day we included autistic kids with support from an association of
parents with autistic kids. It was a great sensitization for all the volunteers of the
foundation.
At Dehradun, the implementing partner Mountain's children foundation worked in an
intensive manner to bring back kids to schools and assist in recovery of learning loss
through the NSF remedial program. We worked at 27 learning centres in two different
geographies close to Dehradun, Vikasnagar block and Bandalghati area in Raipur block of
Dehradun. Our team also assisted people during time of natural disaster at Sarkhet of
Bandalghati area.
At Chennai, NSF partner continued with their women empowerment program of training for
tailoring and embroidery. The team trained around 100 plus women in these courses and
moved them towards a path of financial independence. This program has a lot of engagement
with employees of Nucleus Chennai office. NSF also assisted 25 families of a tribal
village by giving them boats and nets which enabled them to do fishing and move on to a
path of long-term financial independence. We assisted them in opening recurring deposits
at a bank and promoted regular savings.
The team also assisted in the running of 3 learning centres at 3 different villages in
Chennai suburbs to assist students of the area in English speaking and computer studies.
The remedial program of Maths and English was continued in a very focussed manner at
tribal dominated areas of the chosen five Districts of MP, Dewas, Khandwa, Betul,
Chhindwara and Mandla, with the support of the implementing organisation Parivaar. We
catered to 300 Learning centers (Commonly known as Seva Kutirs in the area). The Kutirs
cater to the tribal students of pre-primary to middle school, in those remote areas.
NSF trainers trained the Kutir (Learning Centre) teachers and their coordinators,
through on ground trainings and online trainings. NSF distributed Maths workbooks and
English workbooks required for our remediation program to each student of these Kutirs. We
reached out to around 20,000 students at the Kutirs and also measured the progress of
these students. We aim to reach out to students at a few more districts soon.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year is also
set out in Annexure G of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
38. EMPLOYEE STOCK OPTION PLAN (ESOP)
Currently, there is only one ESOP scheme prevalent in the Company; ESOP scheme - 2015
(instituted in 2015). As per ESOP scheme 2015, equity shares would be transferred to
eligible employees on exercise of options through Nucleus Software Employee Welfare Trust,
which is established to carry out activities for the benefit and welfare of its Employees
by launching various Schemes in accordance with the Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014. Details of ESOP as per the provisions
of Companies Act, 2013 and Rules made there under are as follows:
Particulars |
2015 Plan |
(a) Total number of options under the Plan |
500,000 |
(b) Pricing formula |
100% of the |
|
Fair Market |
|
Price as on date of grant |
(c) Options granted during the year. |
|
(d) Options vested as of March 31, 2023 |
|
(e) (i) Options exercised during the year. |
|
(ii) Total number of shares arising as a result of exercise of above
options during the year |
|
(f) Options forfeited during the year. |
|
(g) Option lapsed during the year. |
|
(h) Variation of terms of options during the year |
|
(i) Amount realized by exercise of options during the year. |
|
(j) Total number of options in force as on March 31, 2023 |
|
During the year, no stock options were granted to any employee under the
above-mentioned ESOP plan and therefore no calculations are required to be made or
reported regarding difference between intrinsic value and fair market value of ESOPs
granted.
39. PARTICULARS OF EMPLOYEES
The details 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
provided in a separate annexure forming part in Annexure H of this report. Further,
the report and the accounts are being sent to the Members. In terms of Section 136 of the
Act, the information on employee remuneration required under Rule 5(2) & (3) of Act is
open for inspection and any Member interested in obtaining a copy of the same may write to
the Company Secretary.
40. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to as per Section 134 (5) of the Companies Act, 2013, the Directors confirm
that:
(a) 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.
(b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period.
(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
(d) the Directors had prepared the annual accounts on a going concern basis.
(e) 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 (f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors, including audit of internal financial controls over financial
reporting by the statutory auditors, and the reviews performed by the management, the
Board is of the opinion that the Company's internal financial controls were adequate and
effective during FY 2022-23
41. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is available on
https://investor.nucleussoftware.com/ AGM_EGM.aspx
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign
exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, is provided as Annexure I to this
Directors' Report.
43. 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.
44. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors'
Certificate thereon, and the integrated Management Discussion and Analysis are attached,
which forms part of this report.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
45. INTERNAL COMPLAINTS COMMITTEE UNDER THE_ SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013_
Your Company values the dignity of individuals and strives to provide a safe and
respectable work environment to all its employees. The Company has put in place a
Policy against Sexual Harassment', compliant with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment
Act"). The Internal Committee at all the locations of the Company across India has
been constituted, to consider and resolve all sexual harassment complaints as reported
under the policy. The Committee also includes external member from NGOs or with relevant
experience. We affirm that adequate access was provided to any complainant who wished to
register a complaint under the policy. The essence of the policy is communicated to all
Company employees at regular intervals through assimilation and awareness programs.
During the FY23, the Company has not received any complaint on sexual harassment under
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
46. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The Listing Regulations mandate the inclusion of the Business Responsibility &
Sustainability Report (BRSR) as part of the Annual Report for the top 1,000 listed
entities based on market capitalization. In compliance with the Listing Regulations, we
have integrated BRSR disclosures into our Annual Report.
47. ACKNOWLEDGEMENTS
Your directors would like to place on record their gratitude for the co-operation
received from the Government of India, State Governments of Delhi, Uttar Pradesh and
Rajasthan, Customs and Excise Departments, Department of Scientific and Industrial
Research (Ministry of Science and Technology), Software Technology Park-Noida, Software
Technology Park-Chennai, Software Technology Park-Pune, Special Economic Zone authorities
and other government agencies. Your directors would also like to thank the Company's
customers, bankers, vendors, partners and shareholders for their continued support to the
Company. In specific, the Board would like to put on record its sincere appreciation of
the commitment and contribution made by all employees of the Company.
For and on behalf of the Board of Directors
|
Sd/- |
Date: May 26, 2023 |
S M Acharya |
Place: Noida |
Chairperson |