Your Directors are pleased to present the Thirtieth (30th) Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended March 31, 2024, is summarized as below:
(' in Lakh)
PARTICULARS
|
STANDALONE
|
CONSOLIDATED
|
1
|
2023-24
|
2022-23
|
2023-24
|
2022-23
|
Total Operating Income
|
28,665
|
21,029
|
68,706
|
66,007
|
Other Income
|
123
|
566
|
116
|
566
|
Total Income
|
28,788
|
21,594
|
68,822
|
66,573
|
Less: Operating Expenditure
|
24,367
|
19,001
|
60,368
|
57,176
|
Profit before Interest, Depreciation, Amortization, Tax & Exceptional Item
|
4,421
|
2,593
|
8,454
|
9,397
|
Less: Finance cost
|
497
|
316
|
521
|
402
|
Less: Depreciation
|
848
|
957
|
1,636
|
1,698
|
Profit before Tax and Exceptional Item
|
3,075
|
1,320
|
6,297
|
7,296
|
Exceptional Item
|
-
|
-
|
-
|
-
|
Profit before Tax
|
3,075
|
1,320
|
6,297
|
7,296
|
Less: Current Tax
|
831
|
388
|
1,688
|
1,923
|
Less: Deferred Tax Liability
|
25
|
-
|
25
|
-
|
Net Profit/(Loss) after tax from continuing operations
|
2,220
|
931
|
4,584
|
5,373
|
Profit/(Loss) before tax from discontinued operations
|
-
|
(6,490)
|
-
|
(6,490)
|
Tax Expense on discontinued operations
|
-
|
1,806
|
-
|
1,806
|
Net Profit/(Loss) after tax from discontinued operations
|
-
|
(4,685)
|
-
|
(4,685)
|
Profit/(Loss) for the period
|
2,220
|
(3,753)
|
4,584
|
688
|
Other Comprehensive Income
|
(279)
|
27
|
(265)
|
131
|
Shares of Profit/(Loss) of Associates & Joint Ventures
|
-
|
-
|
1
|
3
|
Total Comprehensive Income (after tax)
|
1,940
|
(3,726)
|
4,320
|
823
|
Attributable to Owners of the Company
|
1,940
|
(3,726)
|
3,879
|
9
|
Attributable to Non-Controlling Interest
|
-
|
-
|
441
|
814
|
Paid-up equity share capital (Face Value of '5/-)
|
2,765
|
2,742
|
2,765
|
2,742
|
Reserves excluding Revaluation Reserves as per Balance Sheet of previous Accounting Year
|
44,756
|
42,568
|
55,096
|
50,853
|
1. FINANCIAL HIGHLIGHTS (Contd.)
The financial performance of the Company for the year ended March 31, 2024, is summarized as below:
PARTICULARS
|
STANDALONE
|
CONSOLIDATED
|
|
2023-24
|
2022-23
|
2023-24
|
2022-23
|
Earnings per Share
|
|
|
|
|
From continuing operations
|
Basic
|
4.01
|
1.71
|
8.29
|
9.87
|
Diluted
|
3.91
|
1.66
|
8.07
|
9.56
|
From discontinued operations
|
Basic
|
-
|
(8.61)
|
-
|
(8.61)
|
Diluted
|
-
|
(8.33)
|
-
|
(8.33)
|
From continuing and discontinued operations
|
Basic
|
4.01
|
(6.90)
|
8.29
|
1.26
|
Diluted
|
3.91
|
(6.67)
|
8.07
|
1.23
|
2. RESULT OF OPERATING PERFORMANCE, ONGOING PROJECTS & STATE OF AFFAIRS
a) Standalone & Consolidated Financial Statements:
During the year under review your Company achieved considerable revenue growth of 36% and corresponding growth in PAT margin of 138% from its continuing operations. Consolidated revenue for the year grew by 4%.
b) Ongoing Projects:
The Company continues executing several large contracts won, both managed services as well as smart/cities business. The resource challenges are eased out due to differentiated models of delivery as well as resource acquisition models deployed across the globe. Service governance remained a key focus area to uplift the delivery quality as well as customer satisfaction.
c) State of Company's Affairs:
The Company continued to add new customer logos and augmented its revenues over the year, in spite of inflation challenges in US/Europe.
The Company has a clear practiced roadmap and business strategies for the coming years. It remains focus on continued growth this financial year.
d) Revision of Financial Statement:
There was no revision of the financial statements pertaining to previous financial year during the year under review.
e) Change in Nature of Business:
During the year under review, there was no change in the nature of the business of the Company.
3. SHARE CAPITAL
During the year under review, the Authorized Share Capital of the Company was increased from '30,00,00,000/- (Rupees Thirty Crores Only) divided into 6,00,00,000 (Six Crores only) equity shares of '5/- (Rupees Five only) each to '50,00,00,000/- (Rupees Fifty Crores only) divided into 10,00,00,000 (Ten Crores Only) equity shares of '5/- (Rupees Five only)
During the year under review 4,57,325 equity shares were alloted to employees on exercise of options under ADSL - Employees Stock Option Plan 2020.
4. TRANSFER TO RESERVES
The Company has not recommended to transfer any amount out of the profit to reserves during the year under review. Hence, the entire profit for the year under review has been carried forward to the Profit and Loss Surplus account.
5. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES, AND JOINT VENTURES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY During the FY 2023-24, the Company had 11 Subsidiaries and 2 Associate Companies. The Company does not have any Joint Venture Company.
The performance and financial position of each of the subsidiaries and associates for the year ended March 31, 2024 in the prescribed format of Form AOC-1 is attached as “Annexure I” to the Board's Report of the Company and forms a part of this Annual Report.
There is no material change in the nature of the business of Subsidiaries or Associate Companies during the year under review.
The Policy for determining Material Subsidiaries, as approved by the Board, is uploaded on the Company's website and can be accessed at https://www.allieddigital.net/in/downloads/Inv Policies/Policy on Determination of Material Subsidiaries.pdf
6. DIVIDEND
The Board has in accordance with the Company's Dividend Distribution Policy recommend a final dividend of '1.50/- (One Rupee and Fifty Paise only) per Equity Share of face value '5/- ('Five only) for the financial year 2023- 24, which if approve will absorb '829.42 Lakhs
7. INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124(5) and 125(2) of the Companies Act, 2013, ('the Act'), no amount was transferred to the Investor Education and Protection Fund during the year under review. As on March 31, 2024, '15,46,046/- (Fifteen Lakhs Forty-Six Thousand and Forty-Six Only) was lying in Unclaimed Dividend Account.
The Nodal Officer appointed under the said provisions is:
Mr. Nehal Shah, Director of the Company E-mail ID: cs@allieddigital.net
8. DEPOSITS
During the financial year under review, the Company has not accepted or renewed any amount falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 from public during the year under review. As on
March 31, 2024, there was no outstanding Unclaimed Deposit with the Company.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the Note forming part of the financial statements.
During the year under review, the Company did not give any guarantee for the loans availed by the others.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The Company has adequate procedures for identification and monitoring of related party transactions. All the transactions entered into with the related parties during the financial year were on arm's length basis and in the ordinary course of business. All related party transactions were placed before the Audit Committee and the Board for approval, wherever required. Omnibus approval of the Audit Committee was obtained for the transactions to be entered into with the related parties for the year ended March 31, 2024. These transactions are reviewed by the Audit Committee on a quarterly basis.
For details on related party transactions, Members may refer to note no. 29(4) to the standalone financial statement. The Policy on Related Party Transactions as approved by the Board is available on the Company's website and can be accessed through the web link: https://www.allieddigital.net/in/downloads/Inv Policies/Related Party Transaction Policy.pdf.
None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not furnished.
There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, (“the Listing Regulations”), the resolution for seeking approval of the shareholders on material related party transactions is being placed at the AGM.
Pursuant to Regulation 23(9) of the Listing Regulations, reports on RPT on half yearly basis have been filed with the Stock Exchanges i.e. BSE Limited & National Stock Exchange of India Limited and the same is also available on the website of the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)
a) Composition:
As on March 31, 2024, the Board Comprised of Eight Directors including one Independent Women Director. The Board has an appropriate mix of Executive Directors, Non-Executive Directors and Independent Directors, which is in compliance with the requirements of the Act and the Listing Regulations and is also aligned with the best practices of Corporate Governance.
b) Retirement By Rotation:
In accordance with the provisions of Section 152(6) of Act read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Sunil Bhatt (DIN: 09243963), being longest in the office, shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends his reappointment to the Members of the Company.
c) Appointment and Reappointment:
During the year under review, Mrs. Khyati Shah was appointed as the Company Secretary and Compliance Officer of the Company upon resignation of Ms. Neha Bagla as Company Secretary and Compliance Officer of the Company.
The tenure of Mr. Nehal Shah, Executive Director of the Company will come to an end on July 29, 2024. The Board of Directors of the Company at its meeting held on May 23, 2024, based on the recommendation of the Nomination and Remuneration Committee, reappointed Mr. Nehal Shah (DIN: 02766841) as Whole-Time Director of the Company for a further period of five years w.e.f. July 30, 2024 till July 29, 2029, subject to the approval of the Members of the Company.
The resolution seeking approval of Members for reappointment of Mr. Nehal Shah as Whole-Time Director of the Company along with his brief resume as required under Regulation 36(3) of Listing Regulations and Secretarial Standard-2 on General Meetings are given in the Notice convening the 30th Annual General Meeting of the Company. The Board recommends his reappointment.
d) Cessation:
During the year under review, the term of Dr. Shrikant Parikh (DIN: 01735830), as Independent Director of the Company came to an end on closure of business hours of March 31, 2024.
The Board places on record its sincere appreciation for the valuable contribution and guidance
provided by Dr. Shrikant Parikh during his association as Non-Executive Independent Director of the Company.
e) Declaration from Independent Directors:
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and pursuant to Regulation 25 of the said Regulations 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. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. Further, the Independent Directors have also submitted their declarations in compliance with the provision of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandates the inclusion of Independent Director's name in the data bank of Indian Institute of Corporate Affairs (“IICA”) till they continue to hold the office of an independent director.
None of the directors of the Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the SEBI Listing Regulations. In the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and experience and are independent of the management.
f) Annual Performance and Board Evaluation:
The Board has devised a policy pursuant to the provisions of the Act and the SEBI Listing Regulations for performance evaluation of the Chairman, Board, individual directors (including independent directors) and Committees which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.
The Nomination and Remuneration Committee of the Company has specified the manner of effective evaluation of the performance of Board, its committees and individual directors of the Company and has authorized the Board to carry out their evaluation based on the manner specified by the Committee. The performance of the Chairman, each of the director and Committees was evaluated by the Board, based on report on evaluation received from the Board Members. The reports on performance evaluation of the individual directors were reviewed by the Board.
g) Key Managerial Personnel (KMP):
The Key Managerial Personnel of the Company are as follows:
Sr.
No.
|
Name
|
Designation
|
1.
|
Mr. Nitin Shah
|
Chairman & Managing Director (Promoter)
|
2.
|
Mr. Paresh Shah
|
Chief Executive Officer
|
3.
|
Mr. Gopal Tiwari
|
Chief Financial Officer
|
4.
|
Ms. Neha Bagla
|
Company Secretary and Compliance Officer (Upto January 05, 2024)
|
5.
|
Ms. Khyati Shah
|
Company Secretary and Compliance Officer (w.e.f. March 22, 2024)
|
12. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Act, and in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board hereby confirmed that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any
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.
13. MEETINGS OF THE BOARD
Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. Due to business exigencies, the Board has also been approving several proposals by way of passing circular resolutions from time to time.
Five (5) meetings of the Board were held during the year under review. The details of the said meetings are provided in the Corporate Governance Report, which is a part of this Annual Report.
In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors was also held on July 31, 2023 to review the performance of Non-Independent Directors (including the Chairperson), the entire Board and its Committees thereof, quality, quantity, and timelines of the flow of information between the Management and the Board. The Independent Directors have expressed their satisfaction on the performance of each of the non-executive directors and the Chairman of the Company.
14. DISCLOSURE UNDER THE EMPLOYEE STOCK OPTION PLAN
During the year under review, the Company allotted 4,57,325 equity shares of '5/- each to the employees who exercised the options granted to them under the ADSL - Employee Stock Option Plan 2020.
The relevant disclosures pursuant to Rule12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB Regulations, as amended from time to time are available on the website of the Company i.e. www.allieddigital.net and also attached as “Annexure II” to this Board Report and forms part of the Report.
15. CREDIT RATING
The Company's financial discipline and prudence is reflected in the strong credit ratings of its debts. Acuite Ratings & Research Limited (“Acuite Ratings”) has assigned a long-term rating of 'ACUITE BBB' (ACUITE triple B) and a short-term rating of 'ACUITE A3 ' (ACUITE A three plus) to its bank facilities against the earlier rating of BBB- for Long-term and A3 for Short-term facilities by Brickwork Rating India Private Limited. The ratings obtained defines that the Company's outlook is 'Stable.
16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to the provisions of Section 135 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed Corporate Social Responsibility Committee and a Policy on
Corporate Social Responsibility ('CSR'). As part of its initiatives under CSR, the Company has undertaken CSR projects and programs. These activities are in accordance with CSR activities as defined under the Act and of the CSR Policy of the Company. Details about the Committee, CSR activities and the amount spent during the year, as required under Section 135 of the Act and the related Rules, reasons and other details are given in the CSR Report as “Annexure III” forming part of this Report.
The policy on Corporate Social Responsibility has been placed on the website of the Company viz. https://www.allieddigital.net/in/downloads/Inv Policies/CSR%20Policy.pdf
17. WHISTLE BLOWER/VIGIL MECHANISM POLICY
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avails of the mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases.
The details of the Vigil Mechanism Policy are explained in the Corporate Governance Report and the policy has been placed on the website of the Company www.allieddigital.net
We affirm that during the financial year under review, no employee or director was denied access to the Chairman of Audit Committee.
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report (MDAR) report for the year under review, that analyzes the operations and state of the affairs of the Company and all of its subsidiaries and associate, is given in a separate section of this Annual Report, and forms part of this Annual Report.
19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company regularly conducting familiarization program for the Independent Directors of the Company for their awareness with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc.
The brief details of the Familiarisation Programme undertaken by the Company are placed on the website of the Company at the link: https://www.allieddigital.net/in/downloads/Inv Policies/Familiarisation Programme Independent Directors.pdf
20. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the Listing Regulations, the Corporate Governance Report for the year ended March 31, 2024, with a detailed compliance report thereon forms an integral part of this Annual Report and is set out as separate section therein. The Auditor's Certificate in respect of compliance with the provisions concerning Corporate Governance, forms a part of Corporate Governance Report presented in a separate section of this Annual Report, as required under the Listing Regulations.
21. CEO & CFO CERTIFICATION
As required by Regulation 17(8) of the Listing Regulations, the CEO and CFO certificate, for the year under review was placed before the Board of Directors of the Company at its meeting held on May 23, 2024. A copy of the said certificate forms a part of the Corporate Governance Report.
22. COMMITTEES OF THE BOARD
In terms of the requirements of the Act and Listing Regulations, the Board has constituted Audit Committee, Stakeholder's Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee.
Details of each of the Committees outlining their composition, terms of reference & details of meetings held during the financial year, are provided in the Corporate Governance Report which forms a part of this Annual report.
23. AUDITORS AND AUDITOR'S REPORTS
a) Statutory Auditors:
M/s. Shah & Taparia, Chartered Accountants (Firm Registration No. 109463W), Mumbai, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. M/s. Singhi & Co; Chartered Accountants, Mumbai (Firm Registration No. 302049E), has been recommended as the Statutory Auditors of the Company for a period of five consecutive years i.e from the conclusion of the ensuing 30th Annual General Meeting upto the conclusion of 35th Annual General Meeting of the Company for the approval of members. The Company has received a letter from them to the effect that they are willing to get appointed as Statutory Auditors and if appointed, their appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditors.
Remarks on Qualification by Statutory Auditors
The Statutory Auditors have submitted Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2024. The Notes on the
Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act.
b) Secretarial Auditors:
The Board of Directors of the Company appointed M/s. Rathi & Associates, Company Secretaries, to conduct Secretarial Audit for the Financial year 2023-24.
The Secretarial Audit Report issued by M/s. Rathi & Associates, Company Secretaries, for the Financial Year 2023-24. In Form MR-3 is annexed as “Annexure IV” and forms a part of this Report.
The Secretarial Audit Report for the financial year 2023-24 does not contain any qualifications, reservations or adverse remarks or disclaimer. With regard to the recommendation made in the Secretarial Audit Report for the financial year 2023-24 pertaining to maintenance of Structured Digital Database, the same does not require any clarification or explanation.
c) Internal Auditors:
M/s. Satya Prakash Natani & Co., Chartered Accountant (Firm Registration No. 115438W), Internal Auditor of the Company have carried out Internal Audit in various areas/parameters for the financial year ended March 31, 2024. The findings of the Internal Auditor are discussed on quarterly basis at the meetings of the Audit Committee and Board and accordingly necessary steps are taken to implement the suggestions/recommendations, if any, of the said Internal Auditors.
The current term of M/s. Satya Prakash Natani & Co., Chartered Accountants as Internal Auditors of the Company came to an end on March 31, 2024. The Company has proposed to appoint M/s. KPMR & Co; Chartered Accountants, Mumbai (Firm Registration No. 104497W), as the Internal Auditors of the Company for the financial year 2024-25, in place of retiring auditor M/s. Satya Prakash Natani & Co., Chartered Accountants. It has received the consent letter from new auditors and confirm that they are not disqualified from the holding the office of Internal Auditors.
d) Cost Auditors:
The Company was not required to appoint any Cost Auditors or maintain Cost Audit Records pursuant to the requirements of Section 148 of the Act during the year under review.
24. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with Secretarial Standards, issued by the Institute of Company Secretaries of India.
25. MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134(3)(l) of the Act, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this Report.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company's operations in future.
27. ANNUAL RETURN
Annual Return of the Company as on March 31, 2024 in accordance with the provision of Section 92(3) read with the Section 134(3)(a) of the Act will be placed on the website othe Company and can be accessed at the link https://www.allieddigital. net/in/annual-return-provided-under-section-92-of-the-companies-act-2013-and-the-rules-made-there-under/
28. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which was required to be reported to the Audit Committee, Board or Central Government by the Statutory Auditors. under Section 143(12) of the Act and Rules framed thereunder.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars, as required under the provisions of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:
a) Conservation of Energy:
(i) Steps taken or impact on conservation of energy:
One of the significant steps taken this year is the Company's initiative to drive Environmental, Social and Governance (“ESG”) objectives. The Company is now also a nominated member at the World Economic Forum.
The Company has always considered energy and natural resource conservation as a focus area. Though the operations of the Company are not energy intensive, it strongly believes that it is the need of the hour to do best efforts to conserve energy and natural resources like water.
The Company continues to take sustainable steps voluntarily to contribute towards better environment.
Selected few steps/impact are listed below:
- Use of natural Lightning and natural ventilation;
- Energy saving devices are of highest preference for new installation;
- Enhanced focus and practice on water conservation;
- Encourage use of environment-friendly reusable water bottles;
- Car-pooling on regular commutes and encouraged use of public transport;
- Discouraging use of non-disposable plastic bags, plates etc.;
- Switching off work stations and laptops;
- Optimal use of air-conditioning and lighting at all premises;
- Educating employees and workers for energy conservation.
(ii) Steps taken by the Company for utilizing alternate sources of energy:
The Company is using electricity as main source of its energy requirement and does not have any alternate source of energy. However, the Company is keen on promoting green solution to the customers, such as solar power devices wherever possible.
(iii) Capital investment on energy conservation equipment's:
There was no such investment in energy saving equipment during the year.
(iv) E-Waste management:
The Company is significantly contributing globally, taking efforts to manage e-waste for its customers, as well as its own assets. This has been a constant endeavor and a routine practice each year.
b) Technology Absorption:
(i) The efforts made towards technology absorption:
The Company has innovation as part of its motto. It is always thriven to be a pioneer for adoption new technologies, which either be useful for generating new business for its customers or for its self-use. It evaluates the best available technology for improving its performance and quality of its service operations.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
The Company has adopted new technology to strengthen its infrastructure in the US, which is leveraged by many customers that has helped giving top quality uninterrupted services. It has adopted new technologies to apply to solve challenges faced by customers.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
The Company has not imported technology during the three preceding years under review.
(iv) Expenditure incurred on Research and Development:
The Company has been continuously working on innovative projects, which are either part of:
- New features of their ADiTaaS product and global certification for PinkVerify etc;
- New conversational AI based banking platform;
- RPA and DevOps technologies for customers and self-use;
- Doing proof-of-concepts on new technologies in cybersecurity, multi-cloud technologies, AI;
- Investing in new technology training/learning.
c) Foreign Exchange Earnings and Outgo:
The details of the Foreign Exchange Earned and Outflow during the year are as follows:
Particulars
|
March 31,2024
|
March 31,2023
|
Earnings
|
4,170.86
|
6440.70
|
Outflow (including Capital imports)
|
537.10
|
524.84
|
Net Foreign Exchange Earnings (NFE)
|
3,633.76
|
5915.86
|
NFE/Earnings (%)
|
87%
|
92%
|
30. PARTICULARS OF EMPLOYEES
The information on the particulars of Employees' remuneration as per Section 197(12) of Act, read with Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, forms part of this Report.
However, as per the provisions of Section 136 (1) of the Act, the report and financial statements are being sent to all shareholders of the Company, excluding the Statement of Particulars of Employees. In accordance with the provisions of Section 136 of the Act, this exhibit is available for inspection by the shareholders through electronic mode. Any Member interested in obtaining a copy of the said statement may send an e-mail to investors@allieddigital.net
The ratio of the remuneration of each Director to the median Employee's remuneration and other details in terms of sub-section (12) of section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as "Annexure V" to the Board's Report.
31. REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters. The Remuneration Policy is placed on the website of the Company viz. https://www.allieddigital.net/in/wp-content/uploads/2024/04/NRC Policy.pdf
32. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Pursuant to the requirements under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has enacted a Policy and duly constituted Internal Complaints Committee. To build awareness in this area, the Company has been conducting induction/refresher programs in the organization on a continuous basis. During the year under review, no complaint was filed.
33. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
34. RISK MANAGEMENT AND AREAS OF CONCERN
The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out from time to time to identify, evaluate, manage and monitoring of both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
35. GENERAL
The Directors states that, no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to the same during the year under review:
- Issue of equity shares with differential rights as to dividend, voting or otherwise;
- Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016;
- Difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.
36. ACKNOWLEDGEMENTS
The Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, banks and other financial institutions, vendors, suppliers, customers, shareholders and all other stakeholders during the year under review.
The Directors also wish to place on record their deep sense of appreciation for the committed services of all the employees.
Registered Office: For and on behalf of the Board of Directors of
808, 8th Floor, Plot No. 221/222, Allied Digital Services Limited
Mafatlal Centre, Vidhan Bhavan Marg,
Nariman Point, Mumbai-400021
Nitin Shah
Place: Mumbai Chairman & Managing Director
Date: June 25, 2024 DIN: 00189903
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