Dear Members,
Your Directors have immense pleasure in presenting the 14th Annual Report on
the business and operations of your Company, along with the Audited Financial Statements,
for the Financial year ended on March 31, 2023.
FINANCIAL SUMMARY OF OPERATIONS
The financial performance during the Financial Year 2022-23 is summarized below:
(Amount in INR Lakhs)
Particulars |
Standalone |
|
FY 2022-23 |
FY 2021-22 |
Revenue from operations |
6620.18 |
5187.34 |
Total Expenditure other than finance cost and depreciation |
3313.96 |
2893.01 |
Earnings before Interest, Tax and Depreciation (EBITDA) |
3306.22 |
2294.33 |
Other Income |
76.01 |
35.51 |
Depreciation |
2011.15 |
1782.64 |
Finance Costs |
47.46 |
18.60 |
Profit/(Loss) before tax (PBT) |
1323.62 |
528.60 |
Current Tax |
314.80 |
- |
Deferred Tax |
17.83 |
(116.50) |
Net Profit for the Year (PAT) |
990.99 |
645.10 |
Other Comprehensive Income |
25.54 |
487.89 |
Total comprehensive income for the period/year |
1016.53 |
1132.99 |
Basic EPS (in INR) |
6.85 |
4.46 |
Diluted EPS (in INR) |
6.77 |
4.44 |
The Revenue from operations of the Company for the year ended March 31, 2023, was INR
6620.18 Lakhs as compared to INR 5187.34 Lakhs during the previous year ended March 31,
2022, indicating an increase in revenue by 27.62%.
The profit for the year under review was INR 990.99 Lakhs as compared to the profit of
INR 645.10 Lakhs for the previous year.
During FY 2022-23, your Company continued to invest in enhancing capabilities of its
public cloud platform focussing on the increased requirements for AI/ML and DL workloads.
The continued focus on customer success has yielded an increase in revenue.
A detailed analysis of the financial results is given in the Management Discussion and
Analysis Report, which forms a part of this report.
FUTURE PROSPECTS
As per the Avendus Report from May 2023 titled Data Centres: Powering Digital
India India continues to have a robust investment and demand environment for data
center capacity measured in megawatts and expected to be more than doubled from the
current capacity of nearly 800 MWs to nearly 1700 MWs by Mar 2025. A lot of this demand
for data center capacity is now driven by Cloud GPU infrastructure required by economies
betting on AI/ML and Deep Learning.
Demand environment driven by AI/ML/DL workloads:
1. Various Sectoral and National Data Protection Imperatives to take part in
global AI/ML/DL race there is a lot of funding focussed on AI/Deep Tech/Innovation
missions and from investors in expected. Data as the new oil and could lead to a source of
competitive advantage for India. India as a country is very rich in data due to the vast
size of its population and as an early adopter of Digital Public Infrastructure (DPI) and
combined with revolutionary increase in access to broadband for the majority of its
population via 4G/5G infrastructure.
2. Large innovation investors are seeing some efficiency in deployment of Cloud
GPU capacity for workloads for use in pre-investment engagements.
3. Higher Education and Research continues to play a deep role in Large Language
Model research into more Indian languages.
4. Enterprises, Mature Startups and AI First Innovative companies
A healthy growth is expected in demanding AI/ML/DL workloads running on Accelerated
Computing Platforms is expected from all the above.
Our expertise in Cloud GPU technology and its commitment to driving AI innovation
positions it favourably for sustained growth. We have showcased our ability to thrive in a
competitive environment, through our focused strategic vision, and a customer-centric
approach.
Our sales cycle is driven by customer trials of our Cloud Platform, the more capacity
deployment helps us in more sales and towards that end we are organizing more debt funding
in the near term. To that end the plan is to ramp up investments into Server/Networking
and Accelerated Computing hardware and its deployment into the Cloud Platform to increase
its capacity. The increased capacity would allow us to pursue additional recurring revenue
opportunities.
BRIEF DESCRIPTION OF THE STATE OF THE COMPANY'S AFFAIRS
Your Company provides accelerated Cloud which supports machine learning applications
and other critical workloads. Our cloud infrastructure is used for workloads in various
fields ranging from Data Science, NLP, Computer Vision / Image Processing, various digital
native workloads and traditional enterprise workloads. We provide Cloud infrastructure
services through our cloud platform which can be accessed via our self-service portal
available at link https://myaccount.e2enetworks.com. Our self-service public cloud
platform enables rapid deployment of compute workloads. It enables Customers to
provision/manage and monitor Linux/Windows/GPU Cloud Machines with high performance CPU,
large memory (RAM) or Smart Dedicated Compute featuring dedicated CPU cores. Our compute
instances are available from Indian data centers located at Noida and Mumbai ensuring data
locality for India centric computing workloads. Compared to INR 4.9 Crores in March 2022,
the monthly recurring revenue increased to INR 6.1 Crores in March 2023. Your Company
continues to build additional Cloud Capacity with a view to be able to have more customers
trying out its services via proof-of-concept trials and eventually converting into
customers.
LISTING INFORMATION
In the fiscal year ending on March 31, 2023, the Company successfully migrated to the
National Stock Exchange's Main Board. This decision was made by the Board of Directors
during a meeting held on January 7, 2022. The transition from the NSE SME EMERGE platform
to the NSE Main Board was approved by the shareholders through a Postal Ballot on February
17, 2022. Following this, the requisite application for migration was submitted to the
NSE, which granted approval for listing and trading on the NSE Main Board with effect from
April 12, 2022. The company has duly paid the Listing Fee for the financial year 2022-23
and 2023-24 to the NSE. The Company's ISIN (International Securities Identification
Number) is INE255Z01019.
COMPANY'S WEBSITE
The website of your Company https://www.e2enetworks.com/ displays the Company's
business operations up-front on the home page. The site carries a comprehensive database
of information of all the products and services offered by the Company including other
information for investors like the Financial Results of your Company, Shareholding
Pattern, Directors & Senior Management personnel's profile, details of Board
Committees, Corporate Policies and business activities of your Company.
All the mandatory information and disclosures as per the requirements of the Companies
Act, 2013 (hereinafter referred as the Act) and as per the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as
SEBI LODR Regulations) have been uploaded on the website.
DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The Company does not have any Equity shares lying in the Demat Suspense/Unclaimed
Suspense Account.
CORPORATE GOVERNANCE
Your Company's Corporate Governance philosophy is governed by its commitment to run its
businesses in a legal, ethical and transparent manner a dedication that comes from the top
management and is imbibed throughout the organisation. The Company believes that sound
corporate governance is critical in enhancing and retaining investor trust. Transparency,
accountability, fairness and intensive communication with stakeholders are integral to our
functioning.
The Board has framed Code of Conduct for all Board members and Senior Management of the
Company and they have affirmed the compliance for the financial year ended March 31, 2023.
A detailed report on Corporate Governance along with the Certificate from MAKS &
Co., Company Secretaries [FRN P2018UP067700], confirming compliance with conditions of
Corporate Governance as stipulated under Schedule V of the SEBI LODR Regulations forms an
integral part of this Report.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors of the Company has not recommended any dividend for the
financial year ended March 31, 2023. Accordingly, there has been no transfer to general
reserves.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the year under
review.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review, your Company does not have any subsidiary, joint-venture,
or associate companies.
PUBLIC DEPOSITS
During the year under review, your Company has neither invited nor accepted any fixed
deposits from the public within the meaning of Section 73 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014.
SHARE CAPITAL
During the year under review, there is no change in Authorized Share Capital of the
Company, and it stood at INR 16,50,00,000/- (Indian Rupees Sixteen Crores and Fifty Lakhs
Only) divided into 1,65,00,000 (One Crore and Sixty-Five Lakhs ) Equity Shares of INR 10/-
(Indian Rupees Ten Only) each as on March 31, 2023.
The issued and paid-up capital of the Company is at INR 14,47,51,260 (Indian Rupees
Fourteen Crores Forty-Seven Lakhs Fifty-One Thousands Two Hundreds and Sixty Only) divided
into 1,44,75,126 (One Crore Forty-Four Lakhs Seventy-Five Thousands One Hundred and Twenty
Six ) Equity Shares of face value of INR 10/- (Indian INR Ten Only) each as on March 31,
2023.
Your Company has neither issued any equity shares with differential voting rights as to
dividend, voting or otherwise nor has issued any sweat equity shares to the employees or
Directors of the Company, under any scheme during the year under review. Your Company has
not issued any debentures, bonds or any non-convertible securities during the year under
review.
EMPLOYEE STOCK OPTION PLANS/SCHEMES
The Employee Stock Option Scheme of the Company aims to give benefit to eligible
employees with a view to attract and retain the best talent, encourage employees to align
individual performance with company objectives, and promote their increased participation
and involvement in the growth of the Company.
The Nomination and Remuneration Committee of the Board of Directors of the Company,
inter alia administers and monitors the Employee Stock Option Schemes of the Company i.e.
E2E ESOS Scheme 2018 and E2E Networks Limited Employees Stock Option Scheme 2021 in
accordance with the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (SBEB Regulations).
The disclosures as required under Regulation 14 of SBEB Regulations, is available on
website of the Company at:
https://www.e2enetworks.com/investors/employee-stock-option-schemes
The certificate from the Secretarial Auditors of the Company, that the Scheme has been
implemented in accordance with the SBEB Regulations and the resolutions passed by the
members of the company, shall be uploaded on the website of the Company i.e.
https://www.e2enetworks.com/ and shall be available for inspection by members in
electronic mode during the Annual General Meeting of the Company.
CREDIT RATING
During the year under review, your Company has no outstanding instruments for which the
credit rating needs to be obtained.
PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS
The Board Diversity Policy of your Company requires the Board to have balance of
skills, experience and diversity of perspectives appropriate to your Company. The skills,
expertise and competencies of the Directors as identified by the Board, along with those
available in the present mix of the Directors of your Company.
The Board of Directors of the Company has optimum combination of executive and
non-executive directors including independent directors and woman director in compliance
with the applicable provisions of the Act and SEBI LODR Regulations.
During the year under review, there have been following changes amongst the directors
of the Company:-
Sr. No. |
Name of Director |
Particulars of Change (Appointment / Resignation/Others) |
Effective Date of change |
1 |
Mr. Gaurav Munjal |
The tenure of Mr. Gaurav Munjal, Non-Executive Independent Director
of the Company was ended on 8th February, 2023. However, he was re-appointed as
Non-Executive Independent Director of the Company for a second and final term of 5
consecutive years w.e.f 9th February, 2023 to 8th February, 2028. |
9th February, 2023 |
2 |
Mr. Varun Pratap Rajda |
The tenure of Mr. Varun Pratap Rajda, Non-Executive Independent
Director of the Company was ended on 8th February 2023. However, he was
re-appointed as Non-Executive Independent Director of the Company for a second and final
term of 5 consecutive years w.e.f 9th February, 2023 to 8th
February, 2028. |
9th February, 2023 |
3 |
Mrs. Srishti Baweja |
The previous tenure of Mrs. Srishti Baweja as Whole Time Director
of the Company was ended on January 30, 2023. |
31st January, 2023 |
|
|
On the recommendation of Nomination and Remuneration Committee
(NRC) and on the proposal of the |
|
|
|
Board, the Shareholders of the Company at their 13th
Annual General Meeting (AGM) held on 24th |
|
|
|
August, 2022 re-appointed Mrs. Srishti Baweja as Whole Time
Director of the Company for a further term of three years commencing from 31st
January, 2023 to 30th January, 2026. |
|
4 |
Mr. Tarun Dua |
The previous tenure of Mr. Tarun Dua as Managing Director of the
Company was ended on January 30, 2023. |
31st January, 2023 |
|
|
On the recommendation of NRC and on the proposal of the Board, the
shareholders of the Company at their 13th AGM held on 24th August,
2022 re-appointed Mr. Tarun Dua as Managing Director of the Company for a further term of
three years commencing from 31st January, 2023 to 30th January,
2026. |
|
Further, the following re-appointments are proposed in ensuing AGM:-
Sr. No. |
Particulars |
Details |
1 |
Re-appointment of Mrs. Srishti Baweja, Retire by Rotation |
Pursuant to the provisions of Section 152(6) and other applicable
provisions of the Act, Mrs. Srishti Baweja (DIN: 08057000), Whole-time Director of the
Company, retires by rotation at the ensuing AGM and being eligible, offers herself for
re-appointment. |
|
|
Based on the recommendation of NRC, the Board recommends her
re-appointment to the shareholders for her approval in the ensuing AGM. |
2 |
Re-appointment of Mr. Naman K. Sarawagi as the Non-Executive
Independent Director |
Based on the recommendation of the NRC, the Board of Directors of
the Company at it's meeting held on 28th August, 2023 have approved the
re-appointment of Mr. Naman K. Sarawagi (DIN 05295642) as Non- Executive Independent
Director for a second and final term of 5 consecutive years subject to the approval of the
Shareholders. |
|
|
The Company has received a Notice in writing from a Member under
Section 160 of the Act, proposing his candidature for the office of the Director, Mr.
Naman K. Sarawagi has submitted a declaration that he meets the criteria for Independence
as provided in Section 149(6) of the Act and the rules made thereunder and SEBI LODR
Regulations. In the opinion of the Board they possess requisite qualifications,
experience, expertise, proficiency and hold high standards of integrity and he is
independent of management. |
|
|
The Board of Directors recommends the re-appointment of Mr. Naman
K. Sarawagi (DIN 05295642) as the Non-Executive Independent Director for a second term of
five consecutive years w.e.f. February 18, 2024 to February 17, 2029, to the shareholders
for their approval in the ensuing AGM. |
The brief resume of Mrs. Srishti Baweja and Mr. Naman K. Sarawagi along with other
relevant details like nature of their expertise and other directorships/committee
memberships held by them, as stipulated under Regulation 36(3) of the SEBI LODR
Regulations and Secretarial Standards issued by ICSI, form part of Notice convening the 14th
AGM.
Further, they have affirmed that they are not debarred from holding the office of a
Director by virtue of any SEBI order or any other such Authority.
KEY MANAGERIAL PERSONNEL
The details of Key Managerial Personnel of the Company pursuant to Section 2(51) and
Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as on March 31, 2023 and details of changes during the FY 2022-23
are as follows:-
S.No. |
Name |
Designation |
1 |
Mr. Tarun Dua |
Chairman & Managing Director |
2 |
Mrs. Srishti Baweja |
Whole Time Director |
3 |
Mr. Megha Raheja |
Chief Financial Officer |
4 |
Mrs. Neha Baid* |
Company Secretary |
5 |
Mrs. Richa Gupta** |
Company Secretary |
*Resigned w.e.f. February 7, 2023. ** Appointed w.e.f February 7, 2023.
Apart from this, during the year under review, there is no other change in Key
Managerial Personnel.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS & ADHERENCE TO THE COMPANY'S
CODE OF CONDUCT FOR INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteria
of independence as specified under Section 149(6) of the Act and that they qualify to be
independent directors pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. They have also confirmed that they meet the
requirements of Independent Director' as mentioned under Regulation 16(1)(b) of the
SEBI LODR Regulations.
Further, all the Independent Directors have affirmed that they have adhered and
complied with the Company's Code of Conduct for Independent Directors which is framed in
accordance with Schedule IV of the Act.
Further, the Independent Directors have confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgment
and without any external influence It may be noted that all the Independent Directors on
the Board of the Company as on March 31, 2023, have been registered in the data bank of
Independent Directors as per Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.
The Company has taken the certificate from MAKS & Co., Company Secretaries [FRN
P2018UP067700], that none of the directors on the Board of the Company have been debarred
or disqualified from being appointed or continuing as directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority. The Certificate forms
part of Corporate Governance Report..
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 and are independent of management.
STATUTORY DISCLOSURES
None of the Directors of your Company are disqualified as per provision of Section
164(2) of the Act. The Directors of the Company have made necessary disclosures as
required under various provisions of the Act and the SEBI LODR Regulations.
BOARD MEETINGS
During the year under review, the Board of the Company met 5 times viz. April 30, 2022;
May 27, 2022; July 25, 2022; November 2, 2022; and February 7, 2023. The gap between two
Board Meetings did not exceed one hundred and twenty days. The Composition of the Board
and the attendance of each Director in the Board Meetings and last AGM held on August 24,
2022 are provided in the Corporate Governance Report which forms integral part of this
Report.
BOARD COMMITTEES
The Board Committees play a vital role in strengthening the Corporate Governance
practices of the Company and focus effectively on the issues and ensure expedient
resolution of the diverse matters. The Committees also make specific recommendations to
the Board on various matters as and when required. All observations, recommendations and
decisions of the Committees are placed before the Board for information, noting or
approval.
As on March 31, 2023, the following Committees have been constituted in terms of the
Act and the SEBI LODR Regulations: -
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Borrowing Committee
The Composition of the Committees and the attendance of each Director in the Committee
Meetings are provided in Corporate Governance Report which forms integral part of this
Report.
FINANCIAL STATEMENTS
The Financial Statements for the year ended March 31, 2023, have been prepared in
accordance with Indian Accounting Standards (Ind AS) as issued by the Institute of
Chartered Accountants of India and as specified in Section 133 of the Act and the relevant
rules thereof and in accordance with Regulation 33 of the SEBI LODR Regulations. The
estimates and judgments relating to the Financial Statements are made on a prudent basis,
so as to reflect in a true and fair manner, the form and substance of transactions and
reasonably present the Company's state of affairs as of March 31, 2023, and its profits
and its cash flows for the year ended on March 31, 2023.
STATUTORY AUDITORS
The Board of Directors of the Company on recommendation of Audit Committee at its
meeting held on May 27, 2022, approved the appointment of M/s. GSA & Associates LLP,
Chartered Accountants, (Firm Registration No. 000257N) as Statutory Auditors of the
Company w.e.f. May 27, 2022 to fill the casual vacancy caused by resignation of M/s B. B.
& Associates, Chartered Accountants (Firm Registration No 023670N).
Further, the shareholders of the Company at the 13th AGM of the Company held
on 24th August, 2022, on the recommendations of the Audit Committee and the
Board of Directors, approved the proposal for appointment of M/s. GSA & Associates
LLP, Chartered Accountants (Firm Registration No. 000257N) as Statutory Auditors of the
Company for a period of five years from the conclusion of this 13th AGM until
the conclusion of the 18th AGM of the Company to be held in the year 2027.
SECRETARIAL AUDITORS
The Board had appointed M/s. MAKS & Co., Company Secretaries [FRN P2018UP067700]
for conducting the Secretarial Audit of the Company for the Financial Year 2022-23. The
Secretarial Audit Report for the Financial Year ended March 31, 2023, is annexed herewith
as Annexure - A to this report. The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimers for the period under review.
MAINTENANCE OF COST RECORDS
The maintenance of Cost Records as specified by the Central Government under Section
148(1) of the Act is not applicable to the Company as the company does not fall under any
of the categories prescribed under Section 148(1) of the Act.
REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT, 2013
During the year under review, the Statutory Auditors and the Secretarial Auditor 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, therefore no detail is required
to be disclosed under Section 134(3)(ca) of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the financial year ended March 31, 2023, no loan, guarantee, and investment was
made by the Company in terms of Section 186 of the Act and rules made there under.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE
In terms of the SEBI LODR Regulations, the Certificate, as prescribed in Part B of
Schedule II of the SEBI LODR Regulations, has been obtained from Mr. Tarun Dua, Managing
Director & Chief Executive Officer and Mrs. Megha Raheja, Chief Financial Officer of
the Company, for the Financial Year 2022 - 2023 with regard to the Financial Statements
and other matters. The said Certificate forms part of Corporate Governance Report.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year 2022-23 and date of this
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Even though operations of the Company are not energy intensive, the management has been
highly conscious of the importance of conservation of energy and technology absorption at
all operational levels and efforts are made in this direction on a continuous basis. In
view of the nature of activities which are being carried on by the Company, the
particulars as prescribed under Section 134(3)(m) of the Act, read with rule 8 of the
Companies
(Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are
not applicable to the Company and hence have not been provided.
The Company has incurred expenditure of INR 156.05 Lakhs (previous year INR 103.10
Lakhs) in foreign exchange and earned INR 211.88 Lakhs (previous year INR 267.17 Lakhs) in
foreign exchange during the year under review.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the provision of section 125(2) of the Act does not apply
as the company was not required to transfer any amount to the Investor Education and
Protection Fund (IEPF) established by the Central Government of India.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the year under review, there were no significant and material orders were passed
by regulators or courts or tribunals which could impact the going concern status and
company's operation in future.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 in Form MGT-7 is available on the website of the Company at
https://www.e2enetworks.com/investors/annual-returns
RISK MANAGEMENT
The Company has developed and implemented a Risk Management policy for identifying the
risk associated with business of the Company and measures to be taken to control them. The
company has established a well-defined process of risk management, wherein the
identification analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the
same takes place in a structured manner. Though, the various risks associated with the
business cannot be eliminated completely, all efforts are made to minimize the impact of
such risks on the operations of the Company.
The Company is not required to form a Risk Management Committee. The Board of Directors
of the Company and the Audit Committee shall periodically review and evaluate the risk
management system of the Company.
INTERNAL CONTROL SYSTEMS INCLUDING INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has put in place an adequate Internal Control System, commensurate with
size, scale and complexity of its operations. They have been designed to provide
reasonable assurance with regard to recording and providing reliable financial and
operational information, complying with applicable statutes, safeguarding assets from
unauthorized use, executing transactions with proper authorization and ensuring compliance
of corporate policies.
During the year under review, no material or serious observation has been highlighted
for inefficiency or inadequacy of such controls.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended, the Company has established a Corporate
Social Responsibility (CSR) Committee. The CSR Committee has formulated and
recommended to the Board, a CSR Policy which provides the overview of projects or programs
and the guiding principles for selection, implementation and monitoring of the CSR
activities,
whichhasbeenapprovedbytheBoard.TheCSRPolicyadoptedbyBoardisavailableonthewebsiteoftheCompanyandisaccessible
throughthe https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27a66_Corporate-Social-Responsibility-Policy.pdf
link:
The Company was not required to spend money under CSR for financial year ended 2022-23
as prescribed under Section 135 of the Act since the Company incurred an average net loss
of Rs. 175.64 Lakhs for previous three financial years.
The Annual Report on CSR activities of the Company has been attached as Annexure - B
and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34 of the SEBI LODR Regulations is presented in a separate section forming part
of this Report and shall be considered as an integral part of this Report.
PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In terms of the provisions of the Act and the SEBI LODR Regulations a formal annual
performance evaluation has been done by the Board of its own performance, the DirectoLakhs
individually as well as the evaluation of its Committees.
The Chairperson of Nomination and Remuneration Committee has facilitated the
performance evaluation process and the performance evaluation forms were circulated to all
the directors of the Company.
Based on the criteria mentioned in the Evaluation Form, the exercise of evaluation was
carried out through a structured process covering various aspects of the Board functioning
such as composition of the Board and committees, experience & expertise, performance
of specific duties & obligations, attendance, contribution at meetings etc. The
performance evaluation of the Chairman was also carried out. The performance Evaluation of
the Directors was carried out by the entire Board (excluding the Director being
evaluated). The Directors expressed their satisfaction with the evaluation process.
The performance of the committees was evaluated by the Board after seeking feedback
from members on the basis of parameters/criteria such as degree of fulfilment of key
responsibilities, adequacy of committee composition, effectiveness of meetings, etc.
Independent Directors of the Company in their separate meeting held on March 29, 2023,
reviewed the performance of the Non-Independent Directors and the Board as a whole. They
also reviewed the performance of the Chairperson of the Company.
FAMILIARIZATION PROGRAMME AND SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
The Company in its Board Meeting held on 25th July, 2022 had conducted a
familiarisation program for the Independent Directors wherein the IndependentDirectors
briefedabouttheCompany'sBusiness,amendmentsincompliancesand roles,responsibilitiesand
dutiesofIndependent https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f278a9_Policy-on-Familiarisation-Programme-for-
Directors. The details of the program has been uploaded on the website of the Company
and can be assessed through the link: Independent-Directors.pdf Further, separate
meeting of Independent Directors was held on March 29, 2023.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The Company has no employee, who is in receipt of remuneration of INR 8,50,000/- per
month or INR 1,02,00,000/- per annum and hence, the Company is not required to give the
information under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
As required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the percentage
increase in remuneration, ratio of remuneration of each Director and Key Managerial
Personnel to the median of employees' remuneration is enclosed as Annexure - C to this
Report.
The other information 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
forms part of this Report. Further, pursuant to first proviso to Section 136(1) of the
Act, this report is being sent to the members excluding the said annexure. Any member
interested in obtaining a copy of the same may write to the Company Secretary and
Compliance Officer at cs@e2enetworks.com.
NOMINATION AND REMUNERATION POLICY
The Board has adopted Nomination and Remuneration Policy for selection and appointment
of Directors and Key Managerial Personnel and to decide their remuneration. The Nomination
and Remuneration Policy of the Company acts as a guideline for determining, inter alia,
qualification, positive attributes and independence of a Director, matters relating to the
remuneration, appointment, removal and evaluation of the performance of the Director and
Key Managerial Personnel. The remuneration paid to the Directors is in line with the
Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act
and Regulation 19 of the SEBI LODR Regulations. The said policy of the Company has been
uploaded on the website of the Company and can be assessed through the link:
https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27893_Nomination-and-Remuneration-Policy.pdf
SUCCESSION PLANNING
The Company has in place the orderly succession plan for the appointments at the Board
and Senior Management level.
CRITERIA OF MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS
The Non-Executive Independent Directors receive sitting fees only as per the provisions
of the Act. The Amount of sitting fees shall be subject to ceiling/limits as provided
under the Act and rules made there under or any other enactment for the time being in
force.
In addition to the above, Non-Executive Directors (NED)/Independent Directors (ID) will
be entitled to reimbursement of all expenses for participation in Board and other
meetings. ID and/or NED may be paid for the services rendered by such director in any
other capacity provided that:
a)The services rendered are of a professional nature; and b)The Nomination and
Remuneration Committee is of the opinion that the director possesses requisite
qualification for the practice of the profession.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company believes in ethical and lawful business conduct and strives to carry on
its business activities in a fair, transparent and professional manner. Pursuant to the
provisions of Section 177 of the Act and other applicable provisions, the Company has
adopted a Vigil Mechanism/Whistle Blower Policy for securing/ reporting/ deterring/
punishing/ rectifying any unethical, unlawful acts, behaviour, leak/suspected leak of
Unpublished Price Sensitive information etc. and to enable to voice/ address bona fide
concern of malpractice, deviation from the policies of the Company internally in an
effective and systematic manner after its discovery. The policy also provides for adequate
safeguards against victimization of persons who use such mechanisms and make provisions
for direct access to the chairperson of the Audit Committee in appropriate or exceptional
cases. The said policy is available on the Company's website and can be assessed through
the link:
https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27a3c_Whistle-Blower-Policy.pdf
During the year under review, no complaint pertaining to the company was received under
the Whistle Blower Policy/Vigil Mechanism.
PREVENTION OF INSIDER TRADING
In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulation,
2015 the Company has adopted a Code of Conduct for
PreventionofInsiderTrading(InsiderCode)with
viewtoregulatetradinginsecuritiesbytheDirectorsandDesignatedpersons theCompany. https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27890_Code-of-Conduct-for-Prevention-of-Insider-
Trading.pdf ThesaidpolicyisavailableontheCompany'swebsiteandcanbeassessedthroughthelink:
The Insider Code of the Company stipulates the provisions regarding trading plan,
pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of
Company shares by the Directors and the Designated Persons while in possession of
unpublished price sensitive information in relation to the Company and during the period
when the Trading Window is closed.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the financial year under review
were in the ordinary course of business and on an arm's length basis. The details of the
transactions with related parties are provided in the notes to accompanying Standalone
Financial Statements. Details of transactions pursuant to compliance of Section 134(3)(h)
of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as
per Annexure - D in the FORM AOC-2.
All Related Party Transactions (RPTs') are placed before the Audit Committee for
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of a foreseen and repetitive nature. A statement giving details of all RPTs
entered into pursuant to the omnibus approval so granted is placed before the Audit
Committee for their review on a periodic basis. The policy on RPTs, as approved by the
Board, has been uploaded on the Company's website and can be accessed through the link:
https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27895_Policy-on-Related-Party-Transactions.pdf
During the financial year 2022-23, there were no transactions with related parties
which qualify as material transactions under the applicable provisions of the Act and the
SEBI LODR Regulations.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, your directors state that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
2. Appropriate accounting policies have been selected and applied consistently
and judgements and estimates that are reasonable and prudent have been made, so as to give
a true and fair view of the state of affairs of the Company as of March 31, 2023, and of
the profit of the Company for the year ended March 31, 2023;
3. Proper and sufficient care has been taken 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;
4. The annual accounts have been prepared on a going concern basis;
5. Proper internal financial controls were followed by the Company and such
internal financial controls are adequate and were operating effectively;
6. Proper systems are devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
POLICY AGAINST SEXUAL HARASSMENT
The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of
Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules made
there under.
An Internal Compliant Committee is in place as per the requirements of the said Act to
redress complaints received regarding sexual harassment. All employees are covered under
this policy.
There was no case reported with the Committee during the period under review.
Further, your company ensures that there is a healthy and safe environment for every
woman employee at the workplace and makes the necessary policies for a safe and secure
environment for women employees.
The said policy of the Company has been uploaded on the website of the Company and can
be assessed through the link
https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27a38_Sexual-Harassment-of-Women-at-Workplace.pdf
DEMATERIALISATION OF EQUITY SHARES
The Company's Equity Shares are admitted in the system of Dematerialization by both the
Depositories namely, NSDL and CDSL. Equity Shares of the Company are compulsorily tradable
in electronic form. As on March 31, 2023, 97.76% of the Equity Shares were held in
electronic form and only 2.24% Equity Shares were held in physical form. The Member(s)
holding shares in physical form are advised to avail of the facility of dematerialization.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with applicable
Secretarial Standards on Board and General Meetings specified by the Institute of Company
Secretaries of India pursuant to Section 118 of the Act.
ANY PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the business of the Company.
VALUATION FOR ONE TIME SETTLEMENT OR WHILE TAKING THE LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
There were no instances where your Company required the valuation for one time
settlement or while taking the loan from the Banks or Financial institutions.
HUMAN RESOURCE MANAGEMENT
Your company views its workforce as a valuable asset and is committed to nurturing,
developing, and retaining talent to meet present and future business needs. During year,
the human resources department, in collaboration with management, actively pursued various
initiatives to address the challenges of employee retention and recruitment. These
initiatives include regular management discussions, acknowledgement of employees'
accomplishments, offering role enhancements with larger accountabilities, and maintaining
transparency with them. This has helped the Company in building their confidence and trust
in the Company. We continue to provide a conducive work environment and opportunities for
development of employees.
ACKNOWLEDGEMENT
Your Directors wish to convey their gratitude and place on record their appreciation
for the valuable support and cooperation of the Company's employees, vendors, bankers,
government and other statutory authorities, customers and shareholders, who have reposed
their continued trust and confidence in the Company.