Dear Members,
The Directors hereby present this Integrated Annual Report of XTGlobal
Infotech Limited (The Company or XTGlobal) on the business and
operations of the Company along with the Audited Statement for the Financial Year ended 31st
March 2024. The consolidated performance of the Company and its subsidiaries has been
referred to wherever required. The report shall be available on
https://xtglobal.com/investors/financial-information/ as a part of Annual Report.
FINANCIAL RESULTS
The Audited Financial Statements of your Company as on 31st March
2024, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions
of the Companies Act, 2013 (Act).
The summarized financial highlight is depicted below: in Lakhs
Particulars |
Standalone |
Consolidated |
|
March 31, 2024 |
March 31, 2023 |
March 31, 2024 |
March 31, 2023 |
Revenue from operations |
7,078.21 |
6,616.53 |
21,713.40 |
24,196.99 |
Other Income |
245.95 |
257.22 |
238.29 |
243.82 |
Total Income |
7,324.16 |
6,873.75 |
21,951.69 |
24,440.82 |
Total expenses |
6,277.89 |
5,792.15 |
20,501.06 |
22,967.57 |
Earnings before Interest, Dividend & Tax |
1,046.27 |
1,081.60 |
1,450.63 |
1,473.24 |
+ Share of net profit of associates (after
Adjusting Dividend) |
|
|
88.45 |
233.90 |
Profit before exceptional items and tax |
1,046.27 |
1,081.60 |
1,539.08 |
1,707.14 |
Exceptional Items |
- |
0.29 |
- |
(0.29) |
Profit before tax |
1,046.27 |
1,081.31 |
1,539.08 |
1,706.85 |
Tax expense: |
252.53 |
336.53 |
371.73 |
460.52 |
Profit for the year |
793.74 |
744.78 |
1,167.35 |
1,246.33 |
Total Other Comprehensive Income |
(24.23) |
90.89 |
(24.23) |
90.89 |
Total Comprehensive Income for the year |
769.51 |
835.67 |
1,143.12 |
1,337.22 |
Earnings per equity share |
|
|
|
|
Basic |
0.58 |
0.51 |
0.86 |
1.01 |
Diluted |
0.58 |
0.51 |
0.86 |
1.01 |
In compliance with the provisions of the Companies Act, 2013 and the
Indian Accounting Standards IND AS-10 and IND AS-28 on consolidated financial statements,
your directors have provided the consolidated financial statements for the financial year
ended March 31, 2024, which forms part of the Annual Report.
There are no material changes or commitments affecting the financial
position of your Company which have occurred between the end of the financial year and the
date of this report. Further, there has been no change in nature of business of your
Company.
COMPANY'S FINANCIAL PERFORMANCE
On a standalone basis, the Company reported a revenue of 7,078.21 lacs
for FY 2023-2024, reflecting a 6.98% increase over the previous year's revenue of
6,616.53 lacs in FY 2023. The Profit After Tax (PAT) attributable to shareholders and
non-controlling interests stood at 793.74 lacs for FY 2023-2024, up from 744.78 lacs in FY
2023.
On a consolidated basis, the Company recorded a revenue of 21,713.40
lacs for FY 2023-2024, which represents a decrease of 10.26% compared to the previous
year's revenue of 24,196.99 lacs. The Profit After Tax (PAT) attributable to
shareholders and non-controlling interests was 1,167.35 lacs for FY 2023-2024, down from
1,246.33 lacs in FY 2022-2023.
Your directors express their heartfelt gratitude to all investors for
being there with your Company on its growth journey.
DIVIDEND
Pursuant to section 123 of the Companies Act 2013 and rules made
thereunder, the Board of Directors has approved issue of Interim dividend. In accordance
with the Board's approval on November 14, 2023, your Company paid an interim dividend
of 0.05/- per equity share of face value of 1 each to shareholders whose names appeared in
the register of members as of November 24, 2023, the record date fixed for this purpose,
after deduction of applicable taxes. The interim dividend declared on November 14, 2023,
shall be the final dividend for the financial year 2023-24. This decision underscores our
ongoing confidence in the company's performance and financial stability. Pursuant to
section 124 of the Companies Act 2013, the unclaimed divided of Rs. 20,038.25 was
transferred to a separate bank account.
TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of
profit under Retained Earnings. Accordingly, yourCompany has not transferred any amount to
General Reserves for the year ended 31st March 2024. The closing balance of the
retained earnings of the Company for FY 2023-24 was Rs. 2704.13 Lacs.
REVISION OF FINANCIAL STATEMENTS
There was no revision of the financial statements for the year under
review.
LISTING FEES
Your Company has paid the requisite Annual Listing Fees to BSE Limited
(Scrip Code: 531225), where its securities are listed.
SHARE CAPITAL
During the Financial Year 2023 -24, there was no change either in its
Authorised share capital or paid-up share capital. As on 31st March 2024 the
Authorised Share Capital of the Company was 25,00,00,000/- divided into 25,00,00,000
Equity shares of 1/- each and issued, subscribed & paid-up share capital was
13,29,68,455 divided into 13,29,68,455Equity Shares of . 1/- each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board of Directors of the Company is in
accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing
Regulations, with an appropriate combination of Executive, Non-Executive and Independent
Directors. As on March 31, 2024, the Board has 7 (Seven) Directors comprising of 1 (One)
Managing Director, 1 (One) Whole-Time Director, 2 (Two) Non-Executive Directors and 3
(Three) Independent Directors. The complete list of Directors of the Company has been
provided in the report on corporate governance forming part of this Report.
Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr.
Kusuluri Raghuram, Chief Financial Officer and Ms. Pentela Sridhar, Company Secretary and
compliance officer were the Key Managerial Personnel of the Company during the year under
review.
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of the Company, Mr. Mullapudi Atchuta
Ramarao (DIN: 02302179) is liable to retire by rotation at the ensuing Annual General
Meeting (AGM) and being eligible offers himself for re-appointment. The Notice is the part
of the report that includes a resolution that seeks shareholders' approval for the
appointment Mr. Mullapudi Atchuta Ramarao (DIN: 02302179).
In accordance with the regulations outlined in Section 149 of the Act,
the Independent Directors have submitted declarations confirming that each of them
fulfills the criteria for independence as stipulated in Section 149(6) of the Act, as well
as the associated Rules and Regulation 16(1)(b) of the SEBI Listing Regulations and there
have been no alterations in the circumstances that might impact their standing as
independent directors of the Company.
COMMITTEES OF THE BOARD
There are various Board constituted Committees as stipulated under the
Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Corporate Social Responsibility Committee. During
the year, all recommendations made by the committees were approved by the Board.
Brief details pertaining to composition, terms of reference, meetings
held and attendance of these committees during the year have been enumerated in the
Corporate Governance report, which forms part of this Integrated Annual Report.
DIRECTORS LIABLE FOR RETIRE BY ROTATION
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Malireddy Jagannatha Prasad (DIN: 08835457) and Mr. Mullapudi Atchuta Ramarao(DIN:
02302179), Directors of the Company are liable to retires by rotation and out of these two
directors Mr. Mullapudi Atchuta Ramarao(DIN: 02302179)is retiring by rotation being
eligible, offers himself for reappointment. The Board recommended his re-appointment.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis, forming part of this report as
required under Regulation 34 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 {hereinafter referred as SEBl
(LODR) Regulations, 2015}, is attached separately to this Report as Annexure - C.
BOARD EVALUATION
Pursuant to provisions of the Companies Act, 2013 and Regulation 19
read with Schedule II, Part D of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy
on evaluation of performance of Board of Directors, Committees and Individual directors.
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning,including the
contributions made at the Board meeting, attendance, instances of sharing best and next
practices, domainknowledge, vision, strategy, engagement with senior management etc.
th
The performance of the committees was evaluated by the board after
seeking inputs from the committee members based on criteria such as the composition of
committees, effectiveness of committee meetings, etc. The above criteria are based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.
In a separate meeting of independent directors held on 29 March 2024
performance of non-independent directors, the board as a whole and the Chairman of the
Company was evaluated, considering the views of executive directorsand non-executive
directors. Performance evaluation of independent directors was done by the entire Board,
excludingthe independent director being evaluated.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc. The details of the evaluation process are set out in the Corporate Governance Report,
which forms a part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 (Seven) times in the financial year 2023-24. The
details of the Board Meetings are given in the Corporate Governance Report. The gap
between two meetings did not exceed one hundred and twenty days as provided under the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
INDEPENDENT DIRECTOR'S MEETING
The Independent Directors met on 29th March 2024, without
the attendance of Non-Independent Directors and members of the management. The Independent
Directors reviewed the performance of Non-Independent Directors, the Committees and the
Board as a whole along with the performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.
AUDIT COMMITTEE
The Audit Committee comprises of below mentioned directors as on 31st
March 2024:
Name of the Member |
Category |
Mr. Kalidindi Venkata Appala Narasimha Raju |
Non-Executive-Independent Director,
Chairperson |
Mr. Karuturi Saibaba |
Independent Director |
Ms. Vuppuluri Sreedevi |
Executive Director |
There are no recommendations of the audit committee which have not been
accepted by the board during the yearunder review. Details of terms of reference for the
Audit Committee and meetings of the Audit Committee held during the year under review have
been given in the Corporate Governance Report. The details pertaining to the composition
and attendance of the audit committee are included in the Corporate Governance Report,
which is a part of this report.
NOMINATION AND REMUNERATION POLICY
The Board, on the recommendation of the Nomination & Remuneration
Committee, framed a policy for selection and appointment of Director(s), Senior Management
Personnel and their remuneration. The composition of the Nomination & Remuneration
Committee was in compliance with the requirements of the provisions of Section 178 of the
Companies Act, 2013 and of Regulation 19 of the SEBl (LODR) Regulations, 2015 except as
mentioned in corporate governance report of the Company. The Nomination & Remuneration
Committee comprises of below mentioned directors as on 31st March 2024:
Name of the Member |
Category |
Mr. Karuturi Saibaba |
Non-Executive-Independent Director,
Chairperson |
Mr. Kalidindi Venkata Appala Narasimha Raju |
Non-Executive-Independent Director, Member |
Mr. Malireddy Jagannatha Prasad |
Non-Executive Director, Member |
DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF
CODE OF CONDUCT
Pursuant to the provisions of Section 149 of the Act, the independent
directors have submitted declarations st 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 Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).
There has been no change in the circumstances affecting their status as independent
directors of the Company. None of the Independent Directors held any equity shares of your
Company during the financial year ended 31 March 2024. None of the Directors had any
relationships inter se.
The independent directors have also confirmed that they have complied
with Schedule IV of the Act and the Company's Code of Conduct. In terms of
Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence. Your
Company has in place a Code of Conduct for the Board of Directors and Senior Management
Personnel, which reflects the legal and ethical values to which your Company is strongly
committed. The Directors and Senior Management Personnel of your Company have complied
with the code mentioned hereinabove.
FAMILIARISATION PROGRAMME
These Programs aim to provide insights into the Company to enable the
Independent Directors to understand its business in depth and contribute significantly to
the Company. The details of program for familiarization of Independent Directors with the
Company are available on the Company's website at www.xtglobal.com.
The Board members are also regularly updated on changes in Corporate
and Allied laws, Taxation laws and related matters through presentations and updates made
by the respective functional leaders. MD & WTD along with Senior leadership conducts
quarterly sessions with board members sharing updates about the Company's business
strategy, operations, and the key trends in the IT industry relevant for the Company.
These updates help the board members to get abreast of the key changes and their impact on
the Company.
BOARD POLICIES
The details of various policies approved and adopted by the Board as
required under the Companies Act, 2013 and SEBI Listing Regulations are updated on the
website of the Company and can be accessed at
https://xtglobal.com/investors/corporate-governance-and-policies/ .
EMPLOYEE STOCK BENEFIT SCHEME
Pursuant to the approval accorded by members at their Annual General
Meeting held on 30th September 2020, the Nomination & Remuneration
Committee of the Company formulated an employee benefit scheme XTGlobal Infotech
Limited Employees Stock Benefit Scheme 2020 (Scheme) in accordance with
the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014. The Scheme ESBS is applicable to all permanent and fulltime employees of the Company
and its Subsidiary Company whether working in India or out of India, and to the Directors
whether a Whole time Director or not but, excluding Independent Director, Non-Executive
Directors of the Company and its Subsidiary Company(ies) and also excluding Promoter or a
person belonging to the Promoter Group;or a Director who either himself or through his
Relative or through any Body Corporate, directly or indirectly, holds more than ten
percent of the outstanding Equity Shares of the Company.
The eligibility of employees to receive grants under the Scheme has to
be decided by the Nomination & RemunerationCommittee (NRC) from time to time at its
sole discretion. Vesting of the Options/RSUs shall take place in the manner determined by
NRC at the time of grant and such other conditions as provided under the Scheme. The
Exercise Price of each grant is determined by the NRC based on the market price at the
time of the Grant.
Disclosure as per Indian Accounting Standard 102 Share Based Payment
issues by ICAI
The Company has Nil' Share Based Payment arrangements during
the year ended 31st March 2024. The estimated fair value of each stock option
granted in the general employee stock benefit scheme ranges from 28.41/- to Rs. 33.44/-
depending upon the vesting date. Expenses arising from the employee stock benefit scheme
is Rs. 118 Lakhs for the reporting period.
Diluted EPS on issue of shares pursuant to all the schemes covered
under the regulations shall be disclosed in accordance with 'Accounting Standard 20 -
Earnings Per Share' issued by ICAI or any other relevant accounting standards as
prescribed from time to time No ESOP's issued during the period therefore there are
no potential equity shares. Thus, basic EPS and Diluted EPS are the same.
Details related to Scheme
A description of each ESOPs that existed at any time during the year,
including the general terms and conditions of each ESOPs:
Date of shareholders' approval |
30th September 2020 |
Total number of Options/RSUs |
Restricted Stock Units (RSUs) 20,00,000 (Twenty
Lakhs) |
approved under the Scheme |
Employee Stock Options (Options) 30,00,000
(Thirty Lakhs) |
Vesting requirements |
The vesting period for both options and RSUs shall commence
after |
|
the minimum period of 1 (One) year from the grant date and it
may |
|
extend up to maximum of Four (4) years from the grant date.
The |
|
Actual vesting may further be linked with the eligibility
criteria, as |
|
determined by the Nomination & Remuneration Committee in |
|
accordance with the Scheme. |
Exercise price or pricing formula |
For options: The exercise price shall be Rs. 20/- per option. |
|
For RSUs: The exercise price shall be the face value of the
Equity Shares |
|
of the Company presently being Re. 1/. |
Maximum term of options granted |
The Options and/or RSUs granted under the Scheme shall vest
up to |
|
a maximumperiod of Four (4) years from the grant date. |
Source of shares (primary, secondary or |
Primary |
combination) |
|
Variation in terms of options |
Not Applicable |
Method used to account |
Black Scholes Model |
Where the company opts for expensing of the options using the intrinsic
value of the options, the difference between the employee compensation cost so computed
and the employee compensation cost that shall have been recognizedif it had used the fair
value of the options shall be disclosed. The impact of this difference on profits and on
EPS of the company shall also be disclosed Not Applicable, as the Company is using the
Fair Value Method.
Option movement during the year:
Particulars |
Details |
Number of options outstanding at the beginning of the period |
50,00,000 |
|
(30,00,000 Options & 20,00,000 RSUs) |
Number of options granted during the year |
25,75,000 |
|
(16,25,000 Options & 9,50,000 RSUs) |
Number of options forfeited / lapsed during the year |
NIL |
Number of options vested during the year |
NIL |
Number of options exercised during the year |
NIL |
Number of shares arising as a result of exercise of options |
NIL |
Money realized by exercise of options (INR), if scheme is |
NIL |
implemented directly by the company |
|
Loan repaid by the Trust during the year from exercise price |
NIL |
received |
|
Number of options outstanding at the end of the year |
24,25,000 |
|
(13,75,000 Options & 10,50,000 RSUs) |
Weighted-average exercise prices: Exercise of options was not executed
during the year under review. weighted- average fair values: Nil
Employee wise details (name of employee, designation, number of options
granted during the year, exercise price) of options granted to Senior managerial
personnel. Any other employee who receives a grant in any one year of option amounting to
5% or more of option granted during that year; and Identified employees who were granted
options, during any one year, equal to or exceeding 1% of the issued capital(excluding
outstanding warrants and conversions) of the Company at the time of grant. Nil
The board has delegated its power to NRC to decide criteria for
selection of Employees, however, during the year underreview, NRC has not granted any
Options/RSU under the Scheme.
A description of the method and significant assumptions used during the
year to estimate the fair value of options The fair value of the options has been
calculated using the Black Scholes model considering the factors like share price,
exercise price, expected volatility, option life, expected dividend and the risk-free
interest rate. Expected volatility has been calculated based on the 1-year historical
market price of the shares of the company.
Scheme Compliance status
XTGlobal Infotech Limited Employees Stock Benefit Scheme 2020 is in
compliance with Securities and ExchangeBoard of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and the Companies Act, 2013. The Company has received a
certificate from the Statutory Auditors of the Company certifying that ESBS- 2020 is being
implemented in accordance with the SEBI Regulations and is in accordance with the
resolution passed by the Membersof the Company at the Annual General Meeting.
Administration of the Scheme
The Nomination & Remuneration Committee of the Board administers
the Employee Stock Benefit Schemes as formulated by the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of your Company, to the best of their knowledge, belief and ability and
explanations obtained by them, confirm that: in the preparation of the annual financial
statements, for the financial year ended 31st March 2024, the applicable
accounting standards had been followed along with proper explanation relating to material
departures, if any;
the accounting policies had been selected and applied 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 financial year ended 31st
March 2024 and of the profit of the Company for that period;
proper and sufficient care had 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;
the annual accounts had been prepared on a going concern basis;
internal financial controls, to be followed by the Company, had been
laid down and these controls are adequate and were operating effectively; and 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.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered with your Company,
during the financial year were on arm's length basis and were in the ordinary course
of the business and in accordance with the provisions of the Act and the rules made
thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party
Transactions.
All Related Party Transactions were placed before the Audit Committee
and the Board of Directors, pursuant to applicable provisions of SEBI (LODR) Regulations,
2015 & Companies Act, 2013. Prior omnibus approval of the Audit Committee has been
obtained for the transactions which were repetitive in nature. The transactions entered
pursuant to the omnibus approval so granted are audited and a statement giving details of
all related party transactions is placed before the Audit Committee and the Board of
Directors. The policy on Related Party Transactions, as approved by the Board, is
available at the Company's website.
No Contract or Agreement was executed between the Company and any of
the Related Party which was not at arms- length price during the period under review. The
particulars of related party transactions in prescribed Form AOC - 2 are attached as
Annexure-A.
CORPORATE SOCIAL RESPONSIBILITY
XTGlobal's CSR initiatives and activities are aligned to the
requirements of Section 135 of the Act. The brief details of the CSR Committee are
provided in the Corporate Governance Report, which forms part of this Integrated Annual
Report. The CSR Policy and CSR Plan is available on the website of your Company at:
https://xtglobal.com/investors/corporate-governance-and-policies/ A brief outline of the
CSR policy of the Company and the initiatives undertaken by the Company on CSR activities
during the year are set out in Annexure E of this report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. Further,
the Chief Financial Officer of your Company has certified that CSR spends of your Company
for FY 2023- 24 have been utilized for the purpose and in the manner approved by the
Board.
RISK MANAGEMENT
The Company has developed and implemented a risk management policy
which identifies major risks which may threaten the existence of the Company. The same has
also been adopted by your Board and is also subject to its review from time to time. Risk
mitigation process and measures have been also formulated and clearly spelled out in the
said policy. Formulation of Risk Committee is not applicable to the Company as per the
applicable provisions. The elements of risk as identified for the Company with impact and
mitigation strategy are set out in the Management Discussion and Analysis Report.
AUDITORS Statutory Auditors:
The members, at Thirty Third Annual General Meeting of the Company held
on 29th September, 2021 had accorded their approval pursuant to provisions of
Sections 139 and other applicable provisions of the Companies Act, 2013 and Rules made
there under to appoint M/s. C. Ramachandram & Co., Chartered Accountants (Registration
No. 002864S) as the Statutory Auditor of the Company for a period of five years from the
conclusion of 33rd AGM till the conclusion of 38th Annual General Meeting on such
remuneration as may be determined by the Board of Directors.
The Statutory Auditors have confirmed that they satisfy the criteria of
independence, as required under the provisions of the Companies Act, 2013. There is no
qualification, reservation or adverse remark or disclaimer in the Auditors' Report
notes to the accounts are self-explanatory, needs no further clarification or explanation.
There are no frauds in or by your Company, which are required to be reported by the
Statutory Auditors of your Company. Representative of the Statutory Auditors of your
Company attended the previous AGM of your Company held on 29th September 2023.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of SEBI Listing Regulations, M/s. VCSR & Associates, Practicing
Company Secretaries were appointed as Secretarial Auditor, to undertake the secretarial
audit of your Company for FY23-24. The report of the Secretarial Auditor, in the
prescribed Form MR-3 is annexed to this report as Annexure-B. The Secretarial
Auditors' Report for FY23-24 does not contain any qualification, reservation or
adverse remark in the form MR-3 which is annexed to this report.
Internal Auditor:
Pursuant to provisions of Section 138 read with Rule 13 of the
Companies (Accounts) Rules, 2014 and Section 179 readwith Rule 8(4) of the Companies
(Meetings of Board and its Powers) Rules, 2014 the Company has appointed M/s. T Mohan
& Associates, Chartered Accountants, Hyderabad as Internal Auditors forthe Financial
Year 2023-24.
Summary of Significant Audit Observations along with recommendations
and its implementations are reviewed by the Audit Committee and concerns, if any, are
reported to Board. There were no adverse remarks or qualifications on accounts of the
Company from the Internal Auditor.
INTEGRATED REPORT
The Company has voluntarily provided the Integrated Report, which
encompasses both financial and non-financial information, to enable the Members to take
well-informed decisions and have a better understanding of the Company's long-term
perspective. The Report also touches upon aspects such as organization's strategy,
governance framework,performance and prospects of value creation based on the five forms
of capital viz. financial capital, intellectual capital,human capital, social capital and
natural capital.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO Conservation of Energy, Technology Absorption
The Company is committed towards conservation of energy and climate
action towards Environmental Sustainability. The details as required under the provisions
of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and
technology absorption the Company continues to adopt and use the latest technologies to
improve the productivity and quality of its services and products. The Company's
operations do not require significant import of technology. Your Company has also taken
steps for a conversation of Energy at the Office. Initiatives in new premises of vizag
office infrastructure included higher energy efficiencies in heating, ventilation, and air
conditioning (HVAC) systems, uninterruptible power supply, use of LEDs.
Foreign Exchange Earnings and Outgo
Earning: Rs. 6735.47 Lakhs Outgo: Rs 590.97 Lakhs
ANNUAL RETURN
Pursuant to the requirement under Section 92(3) read with Section
134(3)(a) of the Companies Act, 2013, the Annual return as on 31st March, 2024
is available on Company's website and the copy of the annual return can be accessed
at https://xtglobal.com/investors/shareholders-information/ .
INTERNAL FINANCIAL CONTROL
The Company has internal financial controls which are adequate and
operate effectively. The controls are adequate for ensuring the orderly & efficient
conduct of the business, including adherence to the Company's policies, the
safeguarding of assets, the prevention & detection of frauds & errors, the
accuracy & completeness of accounting records and timely preparation of reliable
financial information. The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weakness, inefficiency or inadequacy in the design or operation was
observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the reporting period, no loans, investments, guarantees, or
security were executed by the Company in respect of provisions of section 185 of the
Companies Act, 2013. Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the
accompanying financial statements of your Company.
SUBSIDIARY & ASSOCIATE COMPANY & JOINT VENTURES
Your Company has one foreign subsidiary i.e. XTGlobal Inc. (USA) wholly
owned subsidiary. Along with that XTGlobal is having one associate company i.e. Network
Objects Inc. with a 44.33% holding. During the financial year, your Board of Directors had
reviewed the affairs of the subsidiaries. The consolidated financial statements of your
Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and
forms part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of financial statements of the Company's
subsidiaries in Form AOC-1 is attached to the financial statements of the Company.
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 financial statements in respect of subsidiaries, are available on the website of
the Company www.xtglobal.com. Further, the Company does not have any joint venture during
the year or at any time after the closure of the year and till the date of the report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
Policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of accounting records, and the timely preparation of
financial disclosures. The Company has an internal Control System commensurate with the
size, scale and complexity of its operations. These are routinely tested and certified by
Statutory as well as Internal Auditor. Significant audit observations and corrective
action are reported to the Audit Committee. The concerned executives monitor and evaluate
the efficacy and adequacy of the internal control system in the Company, its compliance
with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit
Committee.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 read with Section 177(10) of the Companies Act, 2013 (Act) and
Regulations 22 of the Listing Regulations your Company has adopted a Vigil
Mechanism Framework (Framework), under your Company has
formulated a mechanism called Vigil Mechanism/ Whistle Blower Policy for
directors and employees to report to the management instances of unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct and provided
a framework to protect employees wishing to raise a concern about serious irregularities
within the Company. The policy permits all the directors and employees to report their
concerns to the Competent Authority, Chairman/Managing Director of the Company and if the
Whistle Blower believes that there is a conflict of interest between the Competent
Authority and the Whistle Blower, he/she may send his/her protected disclosure directly to
the Chairman of the Audit Committee. The policy with the designation and address of the
Competent Authority, Chairman/Managing Director of the Company and Chairman of the Audit
Committee has been communicated to the employees by uploading the same on the website of
the Company. The Whistle Blower Policy is made available on the website of the Company.
PREVENTION OF SEXUAL HARASSMENT POLICY
Your Company laid down Prevention of Sexual Harassment policy and it is
made available on the website of the Company. The Company has zero tolerance on Sexual
Harassment at workplace. During the year under review there were no cases filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Company has duly constituted Internal Complaints Committee for redressal of
sexual harassment matters under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The said Policy is uploaded on the website of the
Company at: https://xtglobal.com/investors/corporate-governance- and-policies/
INTERNAL COMPLAINTS COMMITTEE:
S.No. |
Name |
Designation |
Position Held |
A. Hyderabad - Telangana |
|
|
1. |
Vidya Sree Bommareddy |
Associate Software Engineer |
Presiding Officer |
2. |
Shalini Gangadhari |
Senior HR Generalist (DS) |
Member |
3. |
Rashmika Thungaturthi |
Junior Recruiter (NS) |
Member |
4. |
Pavan Kumar Challa |
Deputy General Manager |
Member |
5. |
Sudhir Bhagwanrao Bhilar |
Deputy General Manager |
Member |
6. |
Pullela Rajashekar |
3rd Party Member |
Member |
B. Vizag - Andhra Pradesh |
|
|
1. |
Jyothi Ramya Kunche |
Team Lead |
Presiding Officer |
2. |
Subbarao Vantipalli |
GM Payroll & Admin |
Member |
3. |
Prathima Santhoshi Matha |
Team Lead (BPO) |
Member |
4. |
Ramesh Kolukulapalli |
Asst. Manager Operations |
Member |
5. |
Rajyalakshmi Yamala |
Senior Process Associate |
Member |
6. |
Veera Raju Modili |
3rd Party Member |
Member |
All employees (permanent, contractual, temporary and trainees) are
covered under this policy. Following are the details of the complaints received by your
Company during FY 2023-24:
S. No. |
Particulars |
Number of cases |
|
1. |
No. of complaints received |
|
0 |
2. |
No. of complaints disposed of |
|
0 |
3. |
No. of cases pending for more than 90 days |
|
0 |
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public and as such,
no amount on account of principal or interest on deposits from the public was outstanding
as on the date of the balance sheet. There were no outstanding depositswithin the meaning
of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2023-24.
Since the Company has not accepted any deposits during the Financial Year ended March 31,
2024, there are no instances of non-compliance with the requirement of the Act.
INSURANCE
Your Company's Assets have been adequately insured.
CORPORATE GOVERNANCE
Your Company is committed to good corporate governance practices. The
Corporate Governance Report as stipulatedby SEBI Listing Regulations, forms part of this
Integrated Annual Report along with the required certificate from aPracticing Company
Secretary regarding compliance of the conditions of Corporate Governance as stipulated.
Your Company has been particular in implementing and complying with the norms of Corporate
Governance and complying all the mandatory requirements as specified in Regulations 17 to
27, clause (b) to (i) of sub-regulation (2)of Regulation 46 and paragraph C, D and E of
Schedule V of the SEBI (LODR) Regulations, 2015. A detailed report on Corporate Governance
covering among others composition, details of meetings of the Board and Committees along
with a certificate of compliance with the conditions of Corporate Governance in accordance
with the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached separately to this Reportas Annexure - D.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of the Company formulates
the criteria for determining the qualifications, positive attributes and independence of
Directors in terms of its charter. In evaluating the suitability of individual Board
members, the Committee takes into account factors such as educational and professional
background, general understanding of the Company's business dynamics, standing in the
profession, personal and professional ethics, integrity and values, willingness to devote
sufficient time and energy in carrying out their duties and responsibilities effectively.
The Committee also assesses the independence of Directors at the time
of their appointment / re-appointment as per the criteria prescribed under the provisions
of the Act and the rules made thereunder and the Listing Regulations. The Remuneration
Policy for Directors, Key Managerial Personnel and other employees is provided in the
Corporate Governance Report forming part of this Report.
PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
In terms of the provisions of Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Particulars |
Ratio to Median Remuneration |
Non-Executive Directors* |
- |
Executive directors |
2.89 |
*No remuneration other than sitting fee is paid to Non-executive
Independent Director of the company.
The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the financial year:
Designation |
% Increase in Remuneration in the Financial Year |
Directors |
No remuneration other than sitting fee is paid to Non-
executive |
|
Independent Director of the company |
Chief Executive Officer |
The company has not appointed Chief Executive Officer during
the financial |
|
year |
Chief Financial Officer |
There is no change in the Remuneration of the Chief Financial
Officer from |
|
the last year. |
Company Secretary |
NA. Since previous company secretary resigned and new company
secretary |
|
appointed on 17/06/2024. |
The percentage increase in the median remuneration of employees in the
financial year 2023-24: 1.52 times The number of permanent employees on the rolls of
Company (As on 31st March 2024): 500 Employees (Male - 313 & Female - 187) Average
percentage increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in
the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration: The average annual
increase was around 26.2% for personnel other than managerial personnel. No managerial
remuneration was paid for the financial year 2023-24 except remuneration paid to Mrs.
Vuppuluri Sreedevi.
Affirmation that the remuneration is as per the remuneration policy of
the Company.
The Company affirms that the remuneration is as per the remuneration
policy of the Company. There are no employees drawing remuneration in excess of the limits
set out in Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
There are no employees drawing remuneration in excess of the limits set
out in Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
If employed throughout the financial year or part thereof, was in
receipt of remuneration in that year which, in the aggregate or as the case may be, at a
rate which, in the aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the Company- None
OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF
COMPANY SECRETARIES OF INDIA
Your Company is in compliance with the applicable Secretarial
Standards, issued by the Institute of Company Secretaries of India and approved by the
Central Government under Section 118(10) of the Act. 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.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial
position of your Company between the end of FY 2023-24 and the date of this report, which
could have an impact on your Company's operation in the future orits status as a
Going Concern. No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concernstatus from April 2022 to March
2024.
HUMAN RESOURCE DEVELOPMENT
Your company continues to enjoy cordial relationship with its personnel
at all levels and focusing on attracting and retaining competent personnel and providing a
holistic environment where they get opportunities to grow and realize their full
potential. Your company is committed to providing all its employees with a healthy and
safe work environment; therefore, Company has provided work from home facility to its
maximum employees to prevent employees and their families from viral infections. Your
company is organizing training programs wherever required for the employees concerned to
improve their skill. Employees are also encouraged to participate in the webinars
organized by the external agencies related to the areas oftheir operations.
MAINTAINANCE OF COST RECORDS
The maintenance of cost records under sub-section (1) of section 148 of
the Act, not applicable to the company.
INSIDER TRADING REGULATIONS
Your Company is compliant Pursuant to the provisions of SEBI
(Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the
Company has formulated a Code of Conduct on Prohibition of Insider Trading (Insider
Trading Code'). The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policyhas been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.
CFO CERTIFICATION
As required under Regulation 17(8) of the SEBI Listing Regulations, the
CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow
Statement and adequacy of Internal Control Systems for financial reporting for the
financial year ended 31st March 2024. Their Certificate is annexed to this
Directors' Report.
GENERAL DISCLOSURE
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/events of these nature during
the year under review: Issue of equity shares with differential rights as to dividend,
voting or otherwise, Issue of Shares (Including ESOP) to employees of your Company under
any scheme, Signi cant or material orders passed by the Regulators or Courts or Tribunals
which impact the going concernstatus and your Company's operation in future, Change
in the nature of business of your Company, Application was made or any proceeding is
pending under the Insolvency and Bankruptcy Code, 2016, One time settlement of loan
obtained from the Banks or Financial Institutions, Revision of financial statements and
Directors' Report of your Company
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their gratitude
to the Central Government, State Government and Local Authorities, Financial Institutions,
Banks, Customers, Dealers, Vendors and all the stakeholders for their continued
cooperation and support to your Company. The Board of Directors wishes to express its
appreciation to all the employees of the Company for their contribution to the growth of
the Company. The Directors appreciate and value the contribution made by every member of
the XTGlobal Family. The Board especially thank to the shareholders for their continued
confidence and faith in the Company.
For and on behalf of Board of Directors of For XTGlobal Infotech
Limited
|
Sd/- |
Sd/- |
|
K V A. Narasimha Raju |
Vuppuluri Sreedevi |
Date: 06th September 2024 |
Director |
Whole-time Director |
Place: Hyderabad |
DIN: 08835460 |
DIN: 02448540 |