Dear Members,
Your directors take pleasure in presenting the 18lh
(Eighteenth) Board's Report covering the highlights of the business and operations of your
Company, along with the audited Standalone and Consolidated Financial Statements for the
year ended March 31, 2024.
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE
The Standalone and Consolidated Financial Statements of your Company
for the Financial Year ended March 31, 2024, have been prepared in accordance with the
Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and
as amended from time to time.
(Amount in Rs million)
Description |
Standalone |
Consolidated |
|
FY 2023-24 FY 2022-23 |
FY 2023-24 FY 2022-23 |
Revenue from Operations |
2,915.15 |
2,639.5 |
6,406.83 |
5,38762 |
Other Income |
692.16 |
572.22 |
73702 |
55766 |
Total Income |
3,607.31 |
3,211.72 |
7,143.85 |
5,945.28 |
Employee benefits expense |
1,59706 |
1,343.77 |
4,338.92 |
3,361.36 |
Finance Cost |
30.38 |
26.14 |
30.47 |
26.39 |
Depreciation and Amortization |
80.91 |
74.17 |
96.61 |
88.15 |
Other expenses |
359.55 |
271.94 |
70760 |
575.74 |
Total expenses |
2,067.90 |
1,716.02 |
5,173.60 |
4,051.64 |
Profit before Tax & Exceptional Items |
1,539.41 |
1,495.70 |
1,970.25 |
1,893.64 |
Exceptional items |
- |
- |
- |
- |
Profit before tax |
1,539.41 |
1,495.70 |
1,970.25 |
1,893.64 |
Tax Expense |
406.73 |
323.34 |
383.81 |
339.33 |
Profit after tax |
1,132.68 |
1,172.36 |
1,586.44 |
1,554.31 |
Earnings Per Share (in ') |
|
|
|
|
- Basic |
5.52 |
5.82 |
773 |
771 |
- Diluted |
5.48 |
5.75 |
768 |
763 |
Note: Previous year's figures have been regrouped/reclassified
wherever necessary to correspond with the current year's classification/disclosure.
2. STATE OF COMPANY'S AFFAIRS
Your Company is a global digital analytics firm that inspires and
transforms businesses to excel in the digital world by harnessing the power of data and
analytics. Your Company provides a 360-degree view of the digital consumer, enabling
companies to predict new revenue streams, anticipate product trends and popularity,
improve customer retention rates and optimize investment decisions. Your Company and its
Subsidiaries are a trusted partner to enterprises worldwide, including 30+ Fortune 500
companies in the retail, CPG, financial services, technology, media & entertainment,
travel & hospitality, and industrials sectors and have 1,250+ employees in offices in
Princeton, New Jersey, San Jose, California, London, Singapore, Bangalore, and Chennai.
Performance Overview:
(a) Standalone Financials
Total income witnessed a growth of 12.32%. The Profit After Tax
for the year is at 31.40% of total income with Basic Earnings per share at Rs 5.52.
(b) Consolidated Financials
Total income witnessed a growth of 20.16%. The Profit After Tax
for the year is at 22.21% of total income with Basic Earnings per share at Rs 7.73.
A comprehensive examination of your Company's operations, encompassing
performance in markets, business outlook, as well as risks and concerns, is provided in
the Management Discussion and Analysis report, a separate section of the Annual Report.
During the year under review, there were no changes in the fundamental
nature of your Company's business.
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report pursuant to Regulation 34(2)
read with Schedule V of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, amended from time to time, ("Listing
Regulations") constitutes a distinct section within the Annual Report. The Audit
Committee of your Company has reviewed the Management Discussion and Analysis Report of
the Company for the year ended March 31, 2024.
4. DIVIDEND & TRANSFER TO RESERVES
The Dividend Distribution Policy as adopted and formulated by the Board
pursuant to Regulation 43A of the Listing Regulations is available on the website of your
Company at https://www.latentview.com/investor-relations/ corporate-governance/.
In line with the policy and considering the requirements to fund the
growth prospects of the Company both organic and inorganic, your directors have not
recommended any dividend for the Financial Year 2023-24.
Your Company did not have any amounts due or outstanding as on the
Balance Sheet date to be credited to the Investor Education and Protection Fund.
During the Financial Year under review, your directors did not propose
to transfer any amounts to the general reserves of your Company.
5. SHARE CAPITAL & LISTING
During the year, there was no change in the Authorized Capital of your
Company. The Authorised Capital as on March 31, 2024, was Rs 300 million comprising
300,000,000 Equity Shares of Rs 1/- each.
The share capital movement during the year is tabulated below:
Particulars |
Share Capital (Face Value of Rs 1
each) |
Capital at the beginning of the year, i.e., as on April 01,
2023 |
204,901,506 |
Allotment made on November 20, 2023, pursuant to the exercise
of options |
1,002,445 |
(ESOP Scheme 2016) at an Exercise Price of Rs
40.14/-, Rs 76/-, and Rs 359/- per Option. |
|
Capital at the end of the year, i.e., as on March 31, 2024 |
205,903,951 |
Your Company has not issued shares with differential voting rights and
sweat equity shares during the year under review.
Your Company has also not bought back any of its securities.
The shares of your Company continued to be listed at the National Stock
Exchange of India Limited and BSE Limited.
Your Company confirms that it has paid the Annual Listing Fees for the
year 2024-25 to National Stock Exchange of India Limited and BSE Limited.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL("KMP")
As on March 31, 2024, the Board of Directors of your Company comprised
of 6 Directors, viz., 2 Executive Directors and 4 Independent Directors including 1 woman
Independent Director.
Appointment of Directors and Key Managerial Personnel:
There was no appointment of Directors/KMP during the year under review.
Reappointments: Nil
Director liable to retire by rotation:
As per the provisions of Section 152 of the Act, Pramadwathi Jandhyala
(DIN: 00732854), Whole-Time Director, whose office is liable to retire at the ensuing 18lh
Annual General Meeting (AGM), being eligible, seeks reappointment. Based on the
recommendation of the Nomination and Remuneration Committee, the Board recommends her
reappointment. Brief profile of Pramadwathi Jandhyala (DIN: 00732854) is provided in the
notes to the Notice of the 18th AGM.
Resignation:
There was no resignation of Directors/KMP during the year under review.
None of the Directors are disqualified under Section 164(2) of the Act.
7. 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 Listing Regulations and Section 149(6) of the Act:
1. Dipali Sheth (DIN: 07556685)
2. Mukesh Butani (DIN: 01452839)
3. R. Raghuttama Rao (DIN: 00146230)
4. Reed Cundiff (DIN: 09241056)
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the Listing Regulations. There has been no change in the circumstances
affecting their status as independent directors of the Company.
Further, 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 proficiency).
Your Company has established procedures to be followed for
familiarizing the Independent Directors with their roles and responsibilities and business
of the Company.
The details of the familiarization programmes imparted for Independent
Directors are available on the website of the Company at
https://www.latentview.com/investor-relations/corporate-governance/.
During the Financial Year 2023-24, a separate meeting of Independent
Directors, without the participation of Non-Independent Directors and members of the
Management was held on January 29, 2024.
8. DIRECTOR'S RESPONSIBILITY STATEMENT
The Financial Statements are prepared in accordance with Ind AS as
prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards)
Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended thereof.
Pursuant to Section 134(3)(c) read with 134(5) of the Act, the Board of
Directors of your Company hereby states and confirms that:
a) in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to material
departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit and loss of the Company for that period;
c) 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;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors, have 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 have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
9. BOARD MEETINGS
The Board of Directors of the Company met five times during the year
under review. The details of these meetings including the composition and attendance of
the Directors are provided in the Corporate Governance Report forming part of the Annual
Report. The necessary quorum was present for all the meetings. The intervening gap between
the meetings was within the period prescribed under the provisions of Section 173 of the
Act.
10. COMMITTEES OF THE BOARD
The Board of Directors of the Company has formed the below mentioned
Committees, as per the provisions of the Act and as per Listing Regulations.
The details with respect to the composition, terms of reference and
number of meetings held during the year is provided in the Corporate Governance Report
section forming part of the Annual Report. All the recommendations made by the committees
of the Board were accepted by the Board.
11. CORPORATE GOVERNANCE
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Listing Regulations. A Corporate Governance Report is provided in this Annual
Report.
Certificate from M/s. M. Alagar & Associates, Practicing Company
Secretaries, confirming the compliance with the conditions of Corporate Governance as
stipulated under the Listing Regulations is attached to Corporate Governance Report.
12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL AND DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES,
2014
During the year under review,
- no significant or material orders were issued by regulators, courts,
or tribunals against your Company that would affect its going concern status or future
operations.
- your Company did not initiate any applications, nor did it have any
pending proceedings under the Insolvency and Bankruptcy Code, 2016.
- your Company did not require valuation for one-time settlements or
while obtaining loans from banks/ financial institutions at any point during the period
under review.
13. WHISTLE BLOWER POLICY - VIGIL MECHANISM
Pursuant to provisions of Section 177(9) of the Act and Regulation 22
of the Listing Regulations, your Company has adopted a Whistle Blower Policy and has
established the necessary Vigil Mechanism for Directors and employees whereby direct
access to the Chairperson of the Audit Committee was provided. This framework is designed
to empower directors, employees, and other stakeholders to confidentially report any
unethical behaviour, fraud and violations of our code of conduct, thereby safeguarding
against victimization and promoting an ethical workplace.
Your Company hereby affirms that during the year under review no
incident reported under vigil mechanism and no person has been denied access to the Audit
Committee. Whistle Blower policy is available on the website of your Company at
https://www.latentview.com/investor-relations/corporate-governance/
The Policy for determination of material subsidiaries of your Company
is available on your Company's website at
https://www.latentview.com/investor-relations/corporate-aovernance/. According to the said
policy, LatentView Analytics Corporation, USA is the material subsidiary of your Company.
As of March 31, 2024, your Company does not have any Associate
Company/Joint Venture as defined under the provisions of the Act.
Further, pursuant to the Section 129(3) of the Act, a statement
containing salient features of the Financial Statements of your Company's Subsidiaries
(including their performance and financial position) in Form AOC-1 is annexed to
this report as "Annexure - 1". Further, contribution of subsidiary(ies)
to the overall performance of your Company is outlined in Note No.29 of the
Consolidated Financial Statements.
Further, pursuant to the provisions of Section 136 of the Act, the
Financial Statements of your Company (Standalone & Consolidated) along with Audit
report and other relevant documents and audited Financial Statements of subsidiaries, are
available on the Company's website at
https://www.latentview.com/investor-relations/financial- results-reports/
15. EMPLOYEE STOCK OPTION PLAN "ESOP"
Your Company has Employee Stock Option Plan 2016 as ESOP scheme in
accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021. The principal objectives of this plan are to:
Rewarding the employees for their performance and contribution
to the success and growth of LatentView.
Providing outsized rewards for outsized performance and create
long-term wealth for LatentView and employees.
Providing an opportunity for the professional partners to become
financial partners in the Equity of LatentView.
Attracting and retaining top talent.
The details of stock options granted & exercised during the year
are provided in Note No. 10.1.4 of the Standalone Financial Statements.
The Secretarial Auditor's certificate on the implementation of
share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, will be placed at the 18lh AGM for inspection by the
members.
Further, pursuant to SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, the applicable disclosure as on March 31, 2024 is uploaded on
the website of your Company https://www.latentview.com/
investor-relations/financial-results-reports/
16. INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are an integral part of the risk management
process, addressing financial and financial reporting risks. It is commensurate with the
size and nature of operations. The internal financial controls have been embedded in the
business processes.
Assurance on the effectiveness of internal financial controls is done
through monitoring and review process by management and internal auditors during the
course of their audits. We believe that these systems provide reasonable assurance that
our internal financial controls are designed effectively. The Audit Committee reviews the
reports submitted by the Internal Auditors. Suggestions for improvement are considered and
the corrective actions are undertaken.
17. AUDITORS AND AUDIT REPORTS
- Statutory Auditors
The Auditors' Report does not contain any qualification, reservation,
or adverse remark on the Financial Statements for the Financial Year ended March 31, 2024.
The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory
and do not call for any further comments.
The current Statutory Auditors of the Company M/s. B S R & Co. LLP,
Chartered Accountants (ICAI registration number 101248W/W-100022) will hold office till
the conclusion of the 18lh AGM of the Company. Based on the recommendations of
the Audit Committee, the Board at its meeting held on January 29, 2024, has approved the
appointment of M/s. Price Waterhouse & Co Chartered Accountants LLP, (Firm
Registration No. 012754N/ N500016) as Statutory Auditors for a term of 5 years i.e., from
the conclusion of the 18th AGM up to the conclusion of the 23rd AGM,
subject to approval of the members.
M/s. Price Waterhouse & Co. Chartered Accountants LLP, have
confirmed their eligibility and qualification as required under the Act and Listing
Regulations for holding the office as Statutory Auditors of your Company.
- Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. M. Alagar &
Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors to
conduct the Secretarial audit for the year under review. The Secretarial Audit report
pursuant to the Act read with Rules made thereunder and Regulation 24A of the Listing
Regulations for the year under review in prescribed Form MR-3 is annexed to this
Report as "Annexure - 2".
- Internal Auditors
Pursuant to the provisions of Section 138 of the Act and the Companies
(Accounts) Rules, 2014, M/s. BDO India LLP, Chartered Accountants, were appointed as the
Internal Auditors to conduct the audit for the year under review.
The Internal Auditor of the Company reports functionally to the Audit
Committee of the Company, which reviews and approves risk based annual internal audit
plan. The Audit Committee periodically reviews the performance of internal audit function.
The recommendations of the internal audit team on improvements required in the operating
procedures and control systems are also presented to the Audit Committee, for the teams to
use these tools to strengthen the operating procedures.
- Cost Auditors
The provisions of Section 148 of the Act and Companies (Cost Records
and Audit) Rules, 2014 are not applicable to your Company.
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees, to the Audit Committee under Section 143(12) of the Act, details of
which needs to be mentioned in this Report.
18. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Act together
with Rule 12 of the Companies (Management and Administration) Rules, 2014, your Company
has placed a copy of the annual return as of March 31, 2024 on its website at
https://www.latentview.com/investor-relations/financial-results-reports/
19. REWARDS & RECOGNITION
During the year under review, your Company was felicitated with:
- Great Place to Work Certification 2023 to 2024
- India's Best Workplaces in IT & IT-BPM - November 2023
- India's Best Workplaces for Women - September 2023
- Post-Pandemic Workplace of the Year - Bronze 2023 to 2024
- Excellence in Cultivating a Culture of Trust and High Performance -
Bronze - 2023 to 2024
- NHRD Hosur - Employee Engagement Awards - Runner
- NHRD Hosur - ESG - Winner
- CSR Box Award
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
(A) Conservation of energy
Your Company has always been on the lookout for energy efficient
measures of operation and values energy conservation through efficient utilization of the
latest technologies. Efforts have been made to ensure optimal usage of energy, avoid
wastage and conserve energy. The Company's Global Delivery Centre in Chennai is located
within a LEED Platinum rated green building campus wherein the 80% of our workforce
operates. As an ongoing process the Company continues to undertake energy conservation
measures to minimize the usage of energy. Below are some of our conscious efforts in
energy conservation:
Continuous monitoring of floor areas after normal working hours
and switching off lights.
Periodic UPS and AC maintenance to ensure efficient working of
equipment. Further, all the old AC units installed in critical equipment rooms have been
replaced with new, energy-efficient models. These new units use R410 refrigerant, which is
environmentally friendly.
Migrating from in-house computing infrastructure to cloud
resulting in significant energy and cost savings.
Efforts in removing dead loads during weekends. (turn off/plug
out Heating elements of vending machines, turn off lighting circuits, ensure all manual
operating loads are cut off etc).
An application is in place to monitor the Energy consumption and
track it on a daily basis. 77% of our energy requirement of the Chennai campus is procured
from renewable sources.
Cost of energy consumed by your Company forms an insignificant portion
of the total costs and the financial impact of these measures is not material.
(B) Technology absorption
LatentView continues to focus on applying the latest algorithms and
technology for various business use cases in the Digital, BFSI, Industrial, Consumer
Goods, and Retail domains. LatentView's methodology combines various types of structured
and unstructured data that may be available internally within the client's company
firewalls or externally in the public domain to get deeper insights into the client's
business.
In the past year alone, various LatentView teams have developed 10+ Gen
AI domain-specific solutions for use cases in knowledge management, Marketing content
evaluation, Customer support agent bots, Code generation, and Automated Insights
generation. LatentView has developed these solutions in Azure (Copilot), Open AI, GCP, and
Nvidia microservices platforms. LatentView believes these Gen AI solutions are poised to
become mainstream in the coming year and will allow our clients to tap into unstructured
data silos such as text, video, images, and voice to improve end-user satisfaction,
increase employee productivity, and better business decisions.
LatentView continues to invest in partnerships with Microsoft Fabric,
Databricks, Nvidia, no code low code platforms such as Power platform, and cloud providers
such as Azure, GCP, and AWS. This would enable LatentView consultants to use Data
Engineering, Data Science, Business analysis, and Visualization capabilities to develop
insightful analytics solutions for clients.
Expenditure incurred on Research and Development during the year is Nil
(C) Foreign exchange earnings and Outgo
During the Financial Year under review, your Company had foreign
exchange earnings of Rs 2,634.09 millions and Foreign Exchange Outgo of Rs 1,066.40
millions, which includes loan to wholly owned subsidiaries amounting to Rs 272.06 millions
granted to LatentView Analytics Corporation and Rs 791.99 millions granted to LatentView
Analytics B.V.
21. DEPOSITS
Your Company has not accepted any deposits during the year under review
falling within the ambit of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.
22. DISCLOSURES AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is dedicated to providing a healthy work environment to
all employees, free from any form of prejudice or gender bias. In line with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and
the applicable rules Company has implemented a gender-neutral Policy for Prevention,
Prohibition and Redressal of Sexual Harassment at Workplace ("POSH") and
constituted an Internal Complaints Committee ("ICC").
Your Company has also established a grievance procedure for protection
against victimization.
Following are some of the programs and initiatives in place to train
employees and the ICC for POSH during the year:
1. All employees are required to undergo a mandatory e-learning module
on "Prevention of Sexual Harassment at Workplace."
2. In person workshops are organised for ICC Members, HR personnel and
for Managers and employees at a specified grade level.
3. All new joiners are trained on Prevention of Sexual Harassment
during their induction program.
4. The constitution of the ICC is prominently displayed within the
office premises and is regularly disseminated to employees via email.
The Policy for Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace is available on the Intranet and also on the website of your
Company at https://www.latentview.com/investor-relations/corporate- governance/ for
employees to access as and when required.
During the year under review, there were no POSH complaints filed with
ICC.
23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Pursuant to Section 134(3)(g) of the Act, particulars of loans,
guarantees and investments under Section 186 of the Act made by your Company are set out
in Note No. 14 to the Standalone Financial Statements of your Company.
24. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the Listing Regulations,
your Company has formulated a Related Party Transactions (RPT) Policy which is being
periodically reviewed by the Audit Committee and approved by the Board. The RPT Policy is
available on your Company's website at https://www.latentview.com/investor-relations/
corporate-governance/
All transactions entered into with related parties during the year
under review were in the ordinary course of business and on an arm's length basis and were
approved by the Audit Committee and the Board of Directors.
During the year under review there were no material transactions
entered by the Company with any of its related parties necessitating approval of the
members.
Certain repetitive transactions were approved through the omnibus route
and are reviewed quarterly by the Audit Committee and Board.
Particulars of the contracts, arrangements or transactions entered
during Financial Year 2023-24 that fall under the scope of Section 188(1) of the Act in
the prescribed Form AOC-2 is annexed to this report as "Annexure - 3".
Pursuant to Regulation 23(9) of the Listing Regulations, your Company
has filed the reports on related party transactions with the Stock Exchanges.
25. RISK MANAGEMENT
Your Company's Risk Management practice ensures that the long-term
vision and mission of your Company are sustained. The practice identifies, assesses, and
prioritizes risks, and implements effective strategies to mitigate them. It continuously
evaluates the various risks surrounding the business and seeks to review and upgrade its
risk management process. To further endeavour, your Board constantly formulates strategies
directed at mitigating these risks which get implemented at the executive management level
and a regular update is provided to the Board.
The composition of the Risk Management Committee, terms of reference
are included in the Corporate Governance Report which forms part of this Report.
The level of business and financial risk inherent in your Company's
operations is commensurate with that of other firms operating in the same industry. Your
Company has a robust enterprise risk management framework to identify and evaluate
business risk opportunities. This framework seeks to create transparency, minimise adverse
impact on the business objectives and enhance your Company's competitive advantage. Tine
said Risk Management Policy is available on your Company's website at
https://www.latentview.com/investor-relations/corporate-governance/
26. CORPORATE SOCIAL RESPONSIBILTY (CSR)
Your Company has a Corporate Social Responsibility Policy which is
uploaded on website of the Company at
https://www.latentview.com/investor-relations/corporate-governance/. Further, Annual
Report on CSR including a brief outline of the CSR Policy and the activities undertaken
during the year under review pursuant to Section 134 and 135 of the Act read with Rule 8
of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the
Companies (Accounts) Rules, 2014 is attached to this report as ''Annexure - 4".
27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, your
Company is providing the prescribed disclosures on ESG parameters as part of the Business
Responsibility and Sustainability Report ("BRSR"), which is annexed to this
report as "Annexure - 5". The BRSR includes details on performance
against the nine principles of the National Guidelines on Responsible Business Conduct and
a report under each principle, which is divided into essential and leadership indicators.
28. BOARD EVALUATION
Pursuant to provisions of the Act and the Listing Regulations, annual
performance evaluation of the Directors including the Chairperson, Board and its
Committees has been carried out. As part of the evaluation process, individual criteria
for each of the exercise was formulated. Each member of the Board/Committee/Director was
sent a formal questionnaire to evaluate different categories based on several parameters.
According to the Act and 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.
29. PARTICULARS OF REMUNERATION TO DIRECTOR AND EMPLOYEES
The remuneration paid to the directors is in accordance with the
Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act
and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force).
Details of ratio of remuneration to each Director to the median
employee's remuneration and details of remuneration paid to employees is annexed to this
report as "Annexure - 6".
The statement comprising the names of top 10 employees in terms of
remuneration drawn and every person employed throughout the year, who were in receipt of
remuneration in terms of 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, forms an
integral part of this report. However, the same is not being sent along with this Annual
Report to the Members of the Company in line with the provision of Section 136 of the Act.
Members who are interested in obtaining these particulars may write to
investorcare@latentview.com.
30. SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118(10) of the Act, Company
complies with all applicable mandatory Secretarial Standards as issued by the Institute of
Company Secretaries of India ("ICSI").
31. 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 Listing Regulations.
32. CODE FOR PREVENTION OF INSIDER TRADING
In accordance with SEBI (Prohibition of Insider Trading) Regulations,
2015, the Company has in place following policies/codes and the same are available on the
website of the Company at https://www.latentview.com/
investor-relations/corporate-governance/:
- Code of practices and procedures for fair disclosure of Unpublished
Price Sensitive Information;
- Policy for Procedure of Inquiry in case of Leak or suspected leak of
Unpublished Price Sensitive Information.
This code lays down guidelines advising the management, Designated
Persons and other connected persons, on procedures to be followed and disclosures to be
made by them while dealing with the shares of the Company, and while handling any
Unpublished Price Sensitive Information, cautioning them of the consequences of
violations.
All compliances relating to Code of Conduct for Prevention of Insider
Trading are being managed through a web- based portal installed by the Company.
In Compliance with the abovementioned Regulations, Structural Digital
Database (SDD) was maintained by your Company and necessary entries were made to monitor
and record the flow of sharing of Unpublished Price Sensitive Information. Adequate
training was provided to all employees on the compliance procedures provided in the SEBI
(Prohibition of Insider Trading) Regulations, 2015.
33. ACQUISITION
During the year under review, the Board of Directors at their meeting
held on March 28, 2024 has approved acquisition of Decision Point Private Limited, a Delhi
headquartered Company, leader in AI Business Transformation and Revenue Growth Management
Solutions with 300+ employees worldwide. The Company brings deep experience in Demand
Forecasting, Pricing Analytics, Promotion Analytics, Retail Segmentation, and Marketing
mix models with a focus on CPG brands.
34. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial
position of the Company that have occurred between the end of the Financial Year of the
Company to which the Financial Statements relate and till the date of this Report.
35. ACKNOWLEDGEMENT
Your Directors would like to place on record their gratitude for all
the guidance and co-operation received from all its clients, vendors, bankers, financial
institutions, business associates, advisors, and regulatory and government authorities.
Your Directors also take this opportunity to thank all its shareholders and stakeholders
for their continued support and all the employees for their valuable contribution and
dedicated service.
By order of the Board of Directors FOR LATENT VIEW
ANALYTICS LIMITED |
|
A.V. VENKATRAMAN |
PRAMADWATHI JANDHYALA |
Executive Chairperson |
Whole-Time Director |
(DIN: 01240055) |
(DIN: 00732854) |
Place: Chennai Date: May 07 2024 |
|