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INSPIRISYS SOLUTIONS LTD.

20 December 2024 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE020G01017 BSE Code / NSE Code 532774 / INSPIRISYS Book Value (Rs.) 7.39 Face Value 10.00
Bookclosure 28/06/2024 52Week High 193 EPS 0.93 P/E 131.63
Market Cap. 482.89 Cr. 52Week Low 85 P/BV / Div Yield (%) 16.49 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2024-03 

There is no CWIP whose completion is overdue or has exceeded its cost compared to its original plan as of 31 March 2024 and 31 March 2023.

d) Goodwill

The goodwill arose on account of purchase of a specific software business included in the services division (Cash Generating Unit - CGU). The useful life of the goodwill is estimated to be indefinite since the economic benefit to be derived from the asset cannot be restricted to definite period. As required by Ind AS, the Company has performed impairment test on a yearly basis using the value in use method. The calculations use cash flow projections based on the financial budgets approved by the management covering a five year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. These growth rates are consistent with forecasts included in industry reports specific to the industry in which the CGU operates. Following are the key assumptions used by the management to calculate the value in use. The recoverable value of the CGU is more than the carrying value as at 31 March 2024 of CGU, accordingly there is no impairment provision made during the year.

a) Trade receivables include due from related parties amounting to ' 4,628 lakhs as on 31 March 2024 (31 March 2023: ' 4,631 lakhs). The carrying amount of the current trade receivables is considered a reasonable approximation of fair value as is expected to be collected within twelve months, such that the effect of any difference between the effective interest rate applied and the estimated current market rate is not significant.

b) All of the Company's trade receivables have been reviewed for indicators of impairment. The Company has impaired its trade receivables using a provisioning matrix representing expected credit losses based on a range of outcomes.

c) The Company has a trade receivable of ' 4,049 Lakhs as on 31 March 2024 (' 4,033 Lakhs as on 31 March 2023) from one of its subsidiary companies Inspirisys Solutions North America, Inc (ISNA). The aforesaid balance reflects accumulation of receivables since 2018-19 and comprises of foreign currency receivable pending for settlement beyond the stipulated period as permitted under the Foreign Exchange Management, Act 1999 (as amended). ISNA, the wholly owned subsidiary of Inspirisys Solutions Limited (ISL), India is the marketing arm for the offshore services offered and delivered to the US customers of ISNA from ISL India. ISNA has been working with customers in North America and has been engaging them for onsite business in the US and offshore business for ISL India. The trade receivables in the books of ISL India represent services performed and billed on ISNA over the years in respect of offshore services for the clients of ISNA. The Management is working on turning around the business performance of ISNA and are hopeful of generating profits to pay ISL India against the trade receivables and to this effect has drawn up business plans for the subsidiary for the next few years. In view of the above, the Management considers not making any provision towards any expected credit loss against these Accounts Receivable from ISNA including GST liability if any, in accordance with sub rule 1 of 96A of Central Goods and Service Tax (CGST) Rules, 2017, as further described in Note 41, on such export receivables together with interest thereon as the management is hopeful of collecting the dues from ISNA. The impact of non-compliance with Clause C.20 of the Master Direction - Export of Goods and Services (Updated as on November 22, 2022) for nonrealization of export proceeds within stipulated timeline has been determined to be immaterial to the standalone financial statements.

d) The company reviews the recoverability of trade receivables and measures expected credit loss on its trade receivables as laid down under the AS 109 "Financial Instruments" and suitable provision is created. The Management is of the opinion adequate control exists and are operating effectively. The specific transactions relating to trade receivables and accrual of GST is a clear case of management estimates and judgement in terms of its recoverability. A detailed note on the recoverability of these trade receivables is provided in Management note no 7(c). With respect to the aforementioned matter, the statutory auditor of the Company has qualified their audit report on standalone financial statements and their report on internal financial controls with reference to the financial statements as provided under section 143(3)(i) of the Companies Act,2013 for the year ended 31 March 2024.

e) Further, the Company has trade receivables of ' 369 Lakhs (' 364 Lakhs as on 31 March 2023) from its wholly owned subsidiary named Inspirisys Solutions DMCC, Dubai (ISDMCC). ISDMCC has accumulated losses as at 31 March 2024 and 31 March 2023 and negative net-worth as at 31 March 2023. ISDMCC has incurred continuous losses over the last several years particularly during and after Covid Pandemic and the Board in their meeting held on 28th September 2023 decided to voluntarily windup and liquidate ISDMCC in its best interest. Considering the financial position of the subsidiary, the Company has provided for allowance for credit losses for the entire receivables, investment and loan in the standalone financial statements of 31 March 2024 and 31 March 2023.

f) Customer credit risk is managed based on the Company's established policy, procedures and control relating to customer credit risk

management, pursuant to which outstanding customer receivables are regularly monitored by the management to ensure that the risk of credit loss is minimal. Credit quality of a customer is assessed based on historical information in relation to pattern of collections, defaults and credit worthiness of the customer.

* excludes receivables from the related parties amounting to ' 4,628 Lakhs as at 31 March 2024 ft 4,631 Lakhs as at 31 March 2023) and its corresponding loss allowance amounting to ' 565 Lakhs as at 31 March 2024 ft 585 Lakhs as at 31 March 2023).

The expected credit loss percentages have been arrived based on the probability of default using the historic data of past 3 financial years.

*The Company has not recognised deferred tax asset as it is not probable that the taxable profit will be available for utilizing the unused tax losses and temporary differences. The Company has neither recognised deferred tax expense nor income in the statement of profit and loss and other comprehensive income for the year ended 31 March 2024 and 31 March 2023 and consequently reconciliation for the same is not disclosed. Also, the MAT credit and business loss unutilised are due for expiry within 15 years and 8 years respectively from the end of the financial year in which they are created. All other temporary differences does not have any expiry.

e) Terms / rights attached to equity shares

The Company has one class of equity shares having a par value of ' 10 per share. Each shareholder is eligible for one vote per share held. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts in proportion to their share holding.

f) There were no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus issues and bought back during the last 5 years immediately preceding 31 March 2024.

g) In terms of the Settlement Agreement and Release dated 15 March 2017 entered into between Inspirisys Solutions Limited ('the Company'), CAC Holdings Corporation, Japan (the current promoter) and Accel Limited, Mr N R Panicker and Accel Systems Group Inc, (the erstwhile promoter group of Accel Frontline Limited) 44,64,279 shares (representing 11% (previous year: 11%) of the shareholding of the company) held by the erstwhile promoter group was transferred by such erstwhile promoter group to a Trust between 21st July 2017 and 25th August 2017. The Company does not control this trust including the decisions relating to dealing with these shares. However, the Company is the end beneficiary only of the consideration if and when the shares are sold by the trustees.

h) Capital management policies and procedures

The Company's capital management objectives are:

- to safeguard the Company's ability to continue as a going concern, and continue to provide optimum returns to the shareholders and all other stakeholders by building a strong capital base.

- to maintain an optimum capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the return capital to shareholders, issue new shares, or sell investments / other assets to reduce debt.

For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders plus its borrowings and cash credit facility, if any, less cash and cash equivalents as presented on the face of the balance sheet. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The amounts managed as capital by the Company for the reporting years are summarized as follows:

a) Securities premium

Securities premium comprises of the amount of share issue price received over and above the face value of ' 10 each.

b) General reserve

General reserve represents an appropriation of profits by the Company.

c) Accumulated other comprehensive income

Represents remeasurement of defined benefit liability which comprises of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability.

d) Retained earnings

Retained earnings represents the amounts of accumulated earnings of the Company.

e) Foreign currency translation reserve

Exchange differences arising on translation of the foreign operations of branch is recognised in other comprehensive income as described in accounting policy and accumulated in a separate reserve within equity.

a) These loans have been availed for acquiring certain business assets and are secured by hypothecation of specific assets purchased out of such loans. The loans are repaid in equated monthly instalments from date of loan and carry interest rate between 7% to 9.5% per annum (Also, refer note 4(a)).

c) The loans and advances from related parties represents loan from the holding company, CAC Holdings Corporation, to the tune of ' 4,140 lakhs as at 31 March 2024 (including interest payable) (as at 31 March 2023: ' 4,082 lakhs) with an interest rate of 4.5 % 6 months SOFR rate, per annum; the entire amount being repayable in 2023-24. (Also, refer note 36). This loan from Holding Company is denominated in USD.

e) Details of security

• The Company has availed PSCFC (Post Shipment Credit in Foreign Currency) worth ' 248 Lakhs (as at 31 March 2023: ' 119 Lakhs) from Sumitomo Mitsui Banking Corporation at an interest rate of relevant period SOFR applicable credit cost 0.7% p.a. i.e., ranging from 7% to 8% for the year ended 31 March 2024 (as at 31 March 2023: 8.25%) which is secured by a Corporate Guarantee provided by CAC Holdings Corporation, Japan. The same is repayable on the respective due dates of each drawdown, which is generally less than 12 months.

• The Company has a financing facility from HDFC bank limited to the tune of ' 3,000 Lakhs (Fund based ' 500 Lakhs and Non Fund Based ' 2,500 Lakhs) as at 31 March 2024. This loan is secured by First and exclusive charge on the fixed assets and current assets of the company. The Company has not utilised this facility during the year and the balance as at 31 March 2024 is ' Nil.

• The Company has a financing facility from Axis Bank to the tune of ' 260 Lakhs (Non Fund Based ' 260 Lakhs) as at 31 March 2024. This loan is secured by 100% Cash Collateral and is being closed on a run down basis.

g) The outstanding short-term facilities are secured by the corporate guarantee provided by the holding company and these are not secured against the current assets by the Company.

h) The Company is generally regular in repayment of its borrowings and hence, it has not been declared as wilful defaulter by any bank or financial institutions.

i) The Company has duly registered all the creation and satisfaction of the charges with the Registrar of Companies on or before the prescribed time limit.

a) Employee benefits

i) Gratuity

In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund maintained by Life Insurance Corporation.

The Company assesses these assumptions with the projected long-term plans of growth and prevalent industry standards.

The estimates of rate of escalation in salary considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary. The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.

Based on historical data, the Company expects contributions of ' 82 lakhs to be paid in 2024-25. The weighted average duration of the defined benefit obligation as at 31 March 2024 is 3 years (31 March 2023: 3 years).

Risk exposure

The defined benefit plan exposes the Company to actuarial risks such as interest rate risk, investment risk, longevity risk and inflation risk.

Interest rate risk

The present value of the defined benefit liability is calculated using a discount rate determined by reference to market yields of high quality corporate bonds. The estimated term of the bonds is consistent with the estimated term of the defined benefit obligation and it is denominated in Indian rupees. A decrease in market yield on high quality corporate bonds will increase the Company's defined benefit liability, although it is expected that this would be offset partially by an increase in the fair value of certain of the plan assets Investment risk

The company maintains plan assets in the form of fund with Life Insurance Corporation of India. The fair value of the plan assets is exposed to the market risks (in India).

Longevity risk

The Company is required to provide benefits for life for the members of the defined benefit liability. Increase in the life expectancy of the members, will increase the defined benefit liability.

Inflation risk

A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate will increase the Company's liability.

A provision is recognized for expected warranty claims on supply of banking licenses, based on past experience of level of technical support costs incurred. The current and non-current classification of the provision is made based on the remaining warranty period of the licenses supplied as at the balance sheet date. The assumptions used to calculate the provision for warranties are based on the Company's current status of licenses supplied that are under warranty and information available about expenditure more probable to be incurred based on the Company's warranty terms which provides for a warranty period of about 12 months.

b) Fair value measurement hierarchy

The Company records certain financial assets and financial liabilities at fair value on a recurring basis. The Company determines fair values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.

The Company holds certain financial assets which must be measured using the fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's assumptions about current market conditions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Financial assets and financial liabilities measured at fair value in the balance sheet are grouped into three Levels of fair value hierarchy. These levels are based on the observability of significant inputs to the measurement, as follows:

> Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

> Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or

indirectly.

> Level 3: Unobservable inputs for the asset or liability.

Investment in Telesis Global Solutions Limited, India is valued at the amount invested as sufficient more recent information is not available to measure fair value. The management had impaired the investment hence there is no carrying value for this investment.

The fair values of the Company's interest-bearing borrowings and loans are determined under amortised cost method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. These rates are considered to reflect the market rate of interest and hence the carrying value are considered to be at fair value.

Loans, cash and bank balances, trade receivables, other financial assets, trade payables and other financial liabilities have fair values that approximate to their carrying amounts due to their short-term nature.

38 Financial risk management

The Company's principal financial liabilities comprise of loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to support its and group companies operations. The Company's principal financial assets include loans, trade and other receivables, investments, cash and deposits that derive directly from its operations.

The Company is exposed to market risk, interest rate risk, foreign currency risk, credit risk and liquidity risk.

The Company's senior management oversees the management of these risks. The Company's senior management assesses the financial risks and the appropriate financial risk governance framework in accordance with the Company's policies and risk objectives. The Board of Directors review and agree on policies for managing each of these risks, which are summarised below.

a) Market risk

The Company is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk and certain other price risks, which result from both its operating and investing activities.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates are managed by borrowing at fixed interest rates. During the year, the Company did not have any floating rate borrowings except for the borrowings from the Holding Company which is charged at SOFR 4.5% and PSCFC facility which is charged at relevant period SOFR Applicable credit cost 0.7% p.a.

c) Interest rate sensitivity

The following table illustrates the sensitivity of profit to a reasonably possible change in interest rates of /- 1% for the year ended 31 March 2024 and 31 March 2023. These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.

d) Foreign currency risk

Most of the Company's transactions are carried out in Indian rupees. Exposures to currency exchange rates arise from the Company's overseas sales and purchases, which are primarily denominated in US dollars (USD), United Arab Emirates dirham (AED) and Great Britain Pound (GBP). The Company's foreign currency exposure is predominantly against the group and related entities.

Foreign currency denominated financial assets and financial liabilities which expose the Company to currency risk are disclosed below. The amounts shown are those reported to key management translated at the closing rate:-

Currency risk (or foreign exchange risk) arises on financial instruments that are denominated in a foreign currency, i.e. in a currency other than the functional currency in which they are measured. For the purpose of this disclosure, currency risk does not arise from financial instruments that are non-monetary items or from financial instruments denominated in the functional currency.

The following table illustrates the sensitivity of profit and equity in regards to the Company's financial assets and financial liabilities and the USD/' exchange rate, AED/' exchange rate and GBP/' exchange rate, 'all other things being equal'. It assumes a /- 1% change of the USD/' exchange rate for the year ended at 31 March 2024 (31 March 2023: /-1%), /- 1% change of the AED/' exchange rate for the year ended 31 March 2024 (31 March 2023: /- 1%) and a /- 1% change is considered for the GBP/' exchange rate for the year ended at 31 March 2024 (31 March 2023: /-1%).

If the ' had strengthened against the USD by 1% during the year ended 31 March 2024 (31 March 2023: 1%), AED by 1% during the year ended 31 March 2024 (31 March 2023: 1%) and GBP by 1% during the year ended 31 March 2024 (31 March 2023: 1%) respectively then this would have had the following impact on profit before tax and equity before tax:

If the ' had weakened against the USD by 1% during the year ended 31 March 2024 (31 March 2023: 1%) and GBP by 1% during the year ended 31 March 2024 (31 March 2023: 1%) respectively then there would an equal but opposite effect on the above currencies to the amount shown above, on the basis that all other variables remain constant.

e) Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example trade receivables, placing deposits, investment etc. the Company's maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at reporting period, as summarised below:

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Company's policy is to transact only with counterparties who are highly creditworthy which are assessed based on internal due diligence parameters.

In respect of trade receivables, the Company is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics except subsidiaries. Trade receivables consist of a large number of customers in various geographical areas. Based on historical information about customer default rates management consider the credit quality of trade receivables that are not past due or impaired to be good.

The credit risk for cash and bank balances are considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

Other financial assets mainly comprises of rental deposits, security deposits and loans which are given to landlords or other governmental agencies in relation to contracts executed and related parties are assessed by the Company for credit risk on a continuous basis.

f) Liquidity risk

Liquidity risk is that the Company might be unable to meet its obligations. The Company manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-today business. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on a monthly, quarterly, and yearly basis depending on the business needs. Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing facilities are expected to be sufficient over the lookout period.

The Company's objective is to maintain cash and bank's short term credit facilities to meet its liquidity requirements for 30-day periods at a minimum. This objective was met for the reporting periods. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities.

The Company considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its cash resources and trade receivables. Cash flows from trade receivables are all contractually due within twelve months except for retention and long term trade receivables which are governed by the relevant contract conditions.

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of short-term borrowings. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

Reference

i. Total of current assets ii. Profit after tax iii. Profit before tax plus finance cost iv. Total of current liabilities v. Average of trade receivables vi. Average of working capital vii. Average of total equity viii.Net Profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other non cash adjustments ix.Total equity x.Lease liabilities and Borrowing paid during the year (including interest paid) xi. Average of inventories xii. Net Credit Purchases during the year xiii. Average of trade payables xiv. Total equity, total borrowings and total lease liabilities.

Explanation

1. Variances are below 25%, hence no explanation is required

2. The variance is on account of increase in purchases, however reduction in inventory levels as at the year end.

3. The variance is on account of increase in cash profits.

(b) The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(c) No charges or satisfaction yet to be registered with ROC beyond the statutory period.

(d) The Company has not availed borrowings from banks or financial institutions on the basis of security of current assets. Hence, no statements are filed by the Company with banks and financial institutions.

(e) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(f) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(g) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(h) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(i) The Company has not revalued its property, plant and equipment or intangible assets or both during the current or previous year.

40. Contingent liabilities

Year ended

Year ended

Particulars

31 March 2024

31 March 2023

a) Claims not acknowledged as debt

Sales tax (including Goods & services tax)

1,174

249

Income tax

1,836

1,717

Customs duty

236

236

Others

76

77

3,322

2,279

Note : (1) Sales Tax significantly represents claims against the company towards dispute on tax rates considered for certain

services rendered by the company and non-realisation of export proceeds.

(2) As at 31 March 2024, claims against the Company not acknowledged as debts in respect of income tax matters amounted to ' 1,836 Lakhs (' 1,717 Lakhs as at 31 March 2023). The claims against the Company majorly represent demands arising on completion of assessment proceedings under the Income Tax Act, 1961. These claims are on account of multiple issues of disallowances such as prior period expenses, Depreciation on Lease hold Improvements, application software, goodwill, IPO expenses, disallowances of profits earned by STPI unit, and certain provisions for employee benefits. Amount paid to statutory authorities against the tax claims amounted to ' 1,836 Lakhs and ' 1,717 Lakhs as at March 31, 2024 and March 31, 2023, respectively.

(3) Customs duty represents, claims against the company towards dispute on duty rates considered for import of certain goods. These matters are pending before various Appellate Authorities and the management including its tax advisors expect that its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company's financial position and results of operations.

(4) Others represents, legal proceedings and claims, which have arisen in the ordinary course of business. The Company's management reasonably expects that these legal actions, when ultimately concluded and determined, will not have a material and adverse effect on the Company's results of operations or financial condition.

b) Show Cause Notice from SEBI

During the year 2021-22, the Company had received a show cause notice from SEBI under sections 11(1), 11(4), 11(4A), 11 B(1) and 11 B{2) read with 15HA and 15HB of the Securities Exchange Board of India Act, 1992 ('SEBI Act'), and Rule 4(1) of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and Sections 12A(1 ), 12A(2) read with 23E and 23H of the Securities Contracts (Regulation) Act, 1956 ('SCRA') and Rule 4(1) of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005 in the matter of alleged mis-representation of financials / manipulation of books of accounts of lnspirisys Solutions Limited, in relation to FY 2012-13 to FY 2015-16 which was duly corrected and reported in earlier years. In this regard, SEBI has issued a Final Order dated September 20, 2023 and imposed a penalty amount of Rs.10 Lacs on the Company under Section 15HB of the SEBI Act and Section 23E of SCRA, which was paid by the Company. Further, penalties were also imposed by SEBI on certain current and ex-employees/officers of the Company on account of aforesaid matter which have been duly paid by such persons.

42. The Company is in receipt of resignation letter from one of the Independent directors , Mr Raj Khalid, due to his name appearing in the list of disqualified directors released by the Registrar of companies, Mumbai on 7 September 2017 and 3 February 2020, for reasons as more particularly provided therein. The Board of Directors has taken record of his resignation with effect from 30 April 2023 basis the resignation letter submitted and has taken required steps in reconstituting its committees where such director was a member. The management is of the view that the stated events do not have a material impact on these financial statements or functioning of the company.

45. Audit trail

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company is using CSMS a sub system for contract management. Data from CSMS sub-system is entered into Oracle ERP system by way of a manual entry. Whilst the company has enabled the audit trail feature for Oracle ERP system, the feature was not available in the CSMS sub-system at both application and database level for the year ended 31 March 2024. Subsequently, audit trail feature is added and enabled from 08 May 2024.

The Company is using iCSMS a sub system for maintenance of inventory and call management records. The inventory valuation data is entered into Oracle ERP system by way of a manual entry. Whilst the company has enabled the audit trail feature for Oracle ERP system, the feature was not enabled in the iCSMS sub-system at both application and database level for inventory valuation, Goods Inward Receipt Note (GIRN) and Stores transactions for the year ended 31 March 2024. Subsequently, audit trail feature is enabled from 08 May 2024.

46. Events after the reporting period

No adjusting or significant non-adjusting events have occurred since the reporting date other than those disclosed.