|
Dear Members,
We are delighted to present the report on our business and operations along with the
summary of the financial statements for the financial year ended 31st March 2025.
In compliance with the applicable provisions of the Companies Act, 2013, ("the
Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), this Directors' Report is prepared based on the
financial statements of the Company for the year under review.
1. FINANCIAL RESULTS
Key highlights of financial performance of the Company for the year ended 31st March,
2025, is as summarized below:
(Amount in Lakhs)
|
Standalone |
Consolidated |
Particulars |
For the year ended |
For the year ended |
For the year ended |
For the year ended |
|
31 March 2025 |
31 March 2024 |
31 March 2025 |
31 March 2024 |
Revenue from operations |
887.76 |
1,100.99 |
12,516.83 |
17,082.04 |
Other income |
50.02 |
20.74 |
70.88 |
840.44 |
Total income |
937.78 |
1,121.72 |
12,587.71 |
17,922.48 |
Expenses: |
|
|
|
|
Direct Cost/Materials consumed |
0.16 |
98.54 |
5,338.75 |
7,321.08 |
Employee benefits expense |
369.61 |
435.65 |
5,998.37 |
7,341.47 |
Depreciation and amortisation expense |
0.71 |
8.77 |
111.40 |
235.45 |
Finance costs |
4.09 |
0.70 |
195.47 |
133.44 |
Other expenses |
417.27 |
431.90 |
1,048.43 |
2,018.10 |
Total expense |
791.84 |
975.57 |
12,692.43 |
17,049.55 |
Profit before exceptional items and tax |
145.94 |
146.16 |
-104.72 |
872.93 |
Exceptional Item: |
|
|
|
|
Cancellation of Debt Income |
|
|
|
|
Profit before tax |
145.94 |
146.16 |
-104.72 |
872.93 |
Tax expenses |
|
|
|
|
Current tax |
54.43 |
113.26 |
55.30 |
128.30 |
Prior Period Tax |
-20.72 |
- |
-20.72 |
- |
Deferred tax charge |
2.28 |
2.13 |
-2.34 |
-0.70 |
Total tax expense |
35.99 |
115.39 |
32.23 |
127.61 |
Profit for the year |
109.95 |
30.77 |
-136.95 |
745.32 |
|
Standalone |
Consolidated |
Particulars |
For the year ended 31 March 2025 |
For the year ended 31 March 2024 |
For the year ended 31 March 2025 |
For the year ended 31 March 2024 |
Other comprehensive income: |
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
Re-measurement gains/ (losses) on defined |
10.11 |
-1.43 |
10.11 |
-1.43 |
benefit plan and Net of Income Tax |
|
|
|
|
Income-tax effect |
|
|
|
|
Exchange differences on translation of |
|
|
|
|
foreign operations |
|
|
152.88 |
210.38 |
Other comprehensive income for the year, |
10.11 |
-1.43 |
162.99 |
208.95 |
net of tax |
|
|
|
|
Total comprehensive income for the year |
120.06 |
29.34 |
26.04 |
954.27 |
Earnings per equity share |
|
|
|
|
(nominal value of INR 10) in INR |
|
|
|
|
Basic |
0.42 |
0.17 |
-0.52 |
4.07 |
Diluted |
0.42 |
0.17 |
-0.52 |
4.07 |
There are no material changes and commitments affecting the financial position of your
Company which have occurred between the end of the financial year ended 2024-25 and the
date of this report
2. STATE OF COMPANY'S AFFAIRS
GSS primary focus is in the ADMS (Application Development and Maintenance Services),
IMS (Infrastructure Management Services) and Healthcare services, while our major revenue
contributor has been Professional Services. We continue to execute our business operations
under the same units as last year. As we continue to meet customers, we remain convinced
of the huge potential our company has given the services we offer today. We are not only
intending to leverage on our existing customer base to drive growth we will also be
focusing on emerging technologies in the Business Intelligence and Analytics areas, which
will be driving transformation and be within the demand circle.
3. CONSOLIDATED ACCOUNTS
The consolidated financial statements of your Company for the financial year 2024-25,
are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian
Accounting Standards (Ind AS) and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as prescribed by the Securities and Exchange Board of India (SEBI). The
consolidated financial statements have been prepared on the basis of audited financial
statements of the Company, its subsidiary companies, as approved by their respective Board
of Directors.
4. TRANSFER TO RESERVE
As permitted under the Act, the Board does not propose to transfer any amount to
General Reserves. The closing balance of the retained earnings of the Company for FY 2025,
after all appropriations and adjustments, was Rs (1,03,47,12,113).
5. SUBSIDIARIES
A separate statement (Form No. AOC-1) containing the salient features of financial
statements of all subsidiaries of your Company forms part of consolidated financial
statements in compliance with Section 129 and other applicable provisions, if any, of the
Companies Act, 2013 as per Annexure [A] The financial statements of subsidiary companies
and related information are available for inspection by the members at the Registered
Office of your Company during business hours on all days except Saturdays, Sundays, and
public holidays up the date of the Annual General Meeting (AGM) as required under Section
136 of the Companies Act, 2013. member desirous of obtaining a copy of the said financial
statements may write to the Company Secretary the Registered Office of your Company. The
financial statements including the consolidated financial statements of subsidiaries and
all other documents required to be attached to this report have been uploaded on website
i.e. www.gssinfotech.com; The details of investment in subsidiaries as on 31st
March 2025 are as follows:
| 1,500 Equity Shares of $1 each fully paid up in GSS Infotech Inc
(Delaware) |
89,09,40,578 |
| 9,90,000 Equity Shares of Rs. 10/- each fully paid up in Polimeraas
Limited |
2,75,28,38,500 |
| 9,990 Equity Shares of Rs. 10/- each fully paid up in GSS Healthcare IT
Solutions Private Ltd |
99,900 |
| 9,990 Equity Shares of Rs. 10/- each fully paid up in GSS IT Solutions
Private Ltd |
99,900 |
| 5,00,000 Equity Shares of Rs. 10/- each fully paid up in Polimeraas
Retail Private Limited |
50,00,000 |
Total investments carried at cost |
3,64,89,78,878 |
6. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this Report and gives
detail of the overall industry structure, developments, performance, and state of affairs
of the Company's various businesses during the financial year ended 31 March 2025, is
enclosed as Annexure [F] to this report.
7. CORPORATE GOVERNANCE REPORT
In compliance with the Regulations 34 of Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Auditors on its compliance forms an
integral part of this Report and is enclosed as Annexure [G] to this report.
8. DIVIDEND
The Board of Directors did not recommend dividend for the financial year ended 31 March
2025.
9. LISTING OF EQUITY SHARES
The Company's equity shares are listed on the following Stock Exchanges
BSE Limited (BSE), Phiroze
JeeJeebhoy Towers
, Dalal Street
, Mumbai 400 001,
Maharashtra, India. |
National Stock Exchange of India Limited (NSE),
Exchange Plaza, Floor 5, Plot No. C/1, G Block,
Bandra Kurla Complex,
Bandra (East), Mumbai 400 051,
Maharashtra, India. |
The Company has paid the annual listing fees to the said stock exchanges for the
financial year 2024-25.
10. PUBLIC DEPOSITS
During the financial year 2024-25, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Based on the confirmations received, none of the Directors are disqualified for being
appointed/re-appointed as directors in terms of the Companies Act, 2013, or under the SEBI
(LODR) Regulations, 2015.
Mr. Rambabu Sampangi Kaipa, Non-Executive Director is liable to retire by rotation at
the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read
with the Companies (Appointment and Qualification of Directors) Rules, 2014) and being
eligible has offered himself for re- appointment. Appropriate resolution for his
re-appointment is being placed subject to the approval of the shareholders of the company
in the ensuing AGM.
Ms. Subbarathnamma Palepu (DIN: 09432984) was appointed as Non-Executive Women
Independent Director of the Company to hold office for a first term of five consecutive
years w.e.f. 04th September 2024 to 03rd September 2029 (both days inclusive) and her
office shall not be liable to retire by rotation."
Key Managerial Personnel: a. Mr. Bhargav Marepally is the Chief Executive Officer
and Managing Director of the Company. b. During the year under review, Ms. Deekha Verma
has resigned from the post of Company Secretary and Compliance Officer of the Company with
effect from close of business hours on May 15, 2024. c. During the year under review, Mr.
Phanindranath Petasonti has resigned from the post of Chief Financial Officer of the
Company with effect from close of business hours on December 20, 2024. d. Mr. Sonu Kumar
Agrawal was appointed as Company Secretary and Compliance officer of the Company with
effect from November 14, 2024 and also appointed as Chief Financial Officer of the company
with effect from March 18, 2025.
The Key Managerial Personnel have been appointed in accordance with the provisions of
Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Mr. Bhargav Marepally, CEO & Managing Director, Mr. P. S. Phaninder Nath., CFO and
Ms. Deeksha Verma, Company Secretary & Compliance Officer, Mr. Sonu Kumar, CFO and
Company Secretary are the Key Managerial Personnel of your Company during the FY 24-25 in
accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re-enactment(s) for the time being in force).
12. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:
In terms of Section 178(2) and 134(3)(p) of the Companies Act, 2013 read with Rule 8(4)
of the Companies (Accounts) Rules, 2014, Nomination and Remuneration Policy ("NR
Policy") of the Company, inter alia, the Board/ Nomination and Remuneration Committee
(NRC) will conduct performance evaluation of the Board as a whole and its Committees and
the individual Directors.
Performance evaluation of Directors shall be done by the entire Board/ NRC (excluding
the director being evaluated). The Nomination and Remuneration Committee shall continue to
be responsible for implementation of the methodology followed by the Company in this
regard. The NRC Policy of the Company is placed on the Company's website.
Performance of the Board is evaluated after seeking inputs from all the directors on
the basis of criteria such as board composition and structure, effectiveness of board
processes, information and functioning, its contribution in effective management of the
Company, etc. Based on the assessment, observations on the performance of Board are
discussed and key action areas for the Board, Committees and Directors are noted. During
the period under review, the annual performance evaluation of the Board, its Committees
and individual Directors for the financial year ended 31st March, 2025 was conducted by
the Board. Information and other details on annual performance assessment is given in the
Corporate Governance report.
Further, in terms of the requirement as contained in Clause VII of the Schedule IV of
the Companies Act, 2013 and Regulation 25(4) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors of the Company at their meeting held on
13th February 2025, inter alia: - reviewed the performance of the Non-Independent
Directors and the Board as a whole with respect to their rights, duties vis-?-vis
performance of Board Members; - reviewed the performance of the Chairperson of the Company
by considering the views of executive and non-executive directors of the Company.
13. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS
OF EMPLOYEES:
The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulations (including any statutory modification(s) or
re-enactment(s) for the time being in force). The salient aspects covered in the
Nomination and Remuneration Policy has been outlined in the Corporate Governance Report
which forms part of this report. None of the Directors draw remuneration from the Company
other than sitting fees paid to the eligible directors.
The information required under Section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors of your Company is set out in Annexure [B] to this report and is also available
on the website of your Company (www.gssinfotech.com).
14. BOARD AND COMMITTEE MEETINGS
The Board of the Company is comprised of eminent persons of proven competence and
integrity. Besides the experience, strong financial acumen, strategic astuteness, and
leadership qualities, they have a significant degree of commitment towards the Company and
devote adequate time to the meetings and preparation.
As required under the Act, and the Listing Regulations, the Company, inter alia, has
constituted the following statutory committees:
1) Audit Committee;
2) Nomination and Remuneration Committee;
3) Stakeholders Relationship Committee;
4) Corporate Social Responsibility Committee.
The Board meets at regular intervals to discuss and decide on the Company/business
policy and strategy apart from other Board business. The Board exhibits strong operational
oversight with regular presentations in quarterly meetings. The Board / Committee meetings
are pre-scheduled, and a tentative annual calendar of the Board and Committee meetings is
circulated to the Directors well in advance to help them plan their schedule and ensure
meaningful participation in the meetings. Only in case of special and urgent business, if
the need arises, the Board's or Committee's approval is taken by passing resolutions
through circulation or by calling the Board Committee meetings at short notice, as
permitted by law. The agenda for the Board and Committee meetings includes detailed notes
on the items to be discussed to enable the Directors to make an informed decision.
Details of the composition of the Board and its Committees and of the Meetings held and
attendance of the Directors at such Meetings, and the terms of reference of various
committees are provided in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Section 173 of the Act and
Regulation 17 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The details of the number of Board and Audit Committee meetings of your Company are set
out in the Corporate Governance Report Annexure [G] which forms an integral part of this
Report.
15. AUDIT COMMITTEE RECOMMENDATIONS
The Committee has adopted a Charter for its functioning. The primary objective of the
Committee is to monitor and provide effective supervision of the Management's financial
reporting process, to ensure accurate and timely disclosures, with the highest levels of
transparency, integrity and quality of financial reporting as on 31st March, 2025, the
Committee comprises of Mr. Prabhakara Rao Alokam Chairperson, Mrs. Subbarathnamma
Palepu - Member and Mr. Bhargav Marepally Member.
The details of the number of Audit Committee meetings of your Company are set out in
the Corporate Governance Report Annexure [G] which forms an integral part of this Report.
During the year under review, there were no instances when the recommendations of the
Audit Committee were not accepted by the Board.
16. DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors of your
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 there has
been no change in the circumstances which may affect their status as an Independent
Director. The Independent Directors have also given declaration of compliance with Rules
6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs.
17. OPINION OF THE BOARD
The Board opines that all the Independent Directors of the Company strictly adhere to
corporate integrity, possess the requisite expertise, experience and qualifications to
discharge the responsibilities as an Independent Director as mandated by the Companies
Act, 2013 and the Rules made thereunder and by the SEBI Regulations. All the independent
Directors of your Company have been registered and are members of the Independent
Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).
Independent Directors were already granted exemption from appearing for the Online
Proficiency Self-Assessment test conducted by IICA.
18. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR
DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
The Company has constituted a Nomination and Remuneration Committee which has been
entrusted the responsibility of selecting and recommending the appointment and
remuneration of Directors. The Committee while making appointments and fixing the
remuneration of Directors will take into consideration the following: a) their
qualification b) past record, especially their credentials and achievements, experience,
past remuneration c) job profile and suitability d) comparative remuneration with the
industry in line with the size and profits of the Company e) their pecuniary relationship
with the promoters.
Further, the Nomination and Remuneration Committee also, while recommending and
appointing independent Directors will evaluate the following: a) their qualification b)
credentials, past experience in the fields of finance, management, technology, taxation
and other related fields c) expertise in similar industry d) confirmation from the
Internal Auditors that there is no pecuniary relationship with the Company or other
parties in terms of Section 149(6) of the Companies Act, 2013.
The terms and conditions for appointment of Independent Directors and the Code of
Conduct of the Board of Directors and Senior Management Personnel are available on the
Company's website and can be accessed at https://www.gssinfotech.com.
19. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013, (including any statutory
modification(s) or re-enactment(s) for the time being in force), the Directors of your
Company confirm that: (a) In the preparation of the annual accounts for the financial year
ended 31 March 2025, the applicable Indian Accounting Standards (Ind AS) and Schedule III
of the Companies Act, 2013, (including any statutory modification(s) or re- enactment(s)
for the time being in force) have been followed and there are no material departures from
the same; (b) The Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your Company as at 31 March 2025 and
of the profit and loss of the Company for the financial year ended 31 March 2025; (c)
Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the Provisions of the Companies Act, 2013, (including any
statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a 'going concern' basis; (e) Proper Internal
Financial Controls laid down by the Directors were followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and (f) Proper
systems to ensure compliance with the provisions of all applicable laws were in place and
that such systems were adequate and operating effectively.
20. AUDITORS AND AUDITOR'S REPORT
M/s. Rambabu & Co, Chartered Accountants (Firm Registration Number 002976S) was
appointed as the Statutory auditors of the company at the 21st Annual General Meeting of
the company for the second term of five Consecutive years to hold office from the
conclusion of 21st Annual General Meeting till the conclusion of 26th Annual General
Meeting.
The Standalone and Consolidated Auditors' Report for the financial year ended on March
31, 2025 has been provided in "Financial Statements" forming part of this Annual
Report. The report of the Statutory Auditor has not made any adverse remarks in their
Audit Report.
The report of the Statutory Auditor does not contain any qualification, reservation,
adverse remark or disclaimer. The observations made in the Auditor's Report are
self-explanatory and therefore do not call for any further comments.
21. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
has appointed Ms. Neha Pamnani, Practicing Company Secretary (Membership No.: 44300, and
CP No: 24045) Hyderabad, to conduct the Secretarial Audit of your Company. The Secretarial
Audit Report is annexed herewith as Annexure [C] to this Report. The Secretarial Audit
report issued by the Secretarial Auditor for the financial year ended 31 March 2025 do not
contain any qualification, reservation, adverse remark or disclaimer except the
observations provided therein. The observations do not call for further explanation since
the remarks and management Reponses mentioned in such reports are self-explanatory.
22. ANNUAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015 the
Board of Directors of the Company have appointed Ms. Neha Pamnani, Practicing Company
Secretary to undertake the Audit of Annual Secretarial Compliance of the Company for the
year ended 31st March, 2025. The Annual Secretarial Compliance
Report is annexed as Annexure-C1'. The Annual Secretarial Compliance Report for
the financial year ended 31st March, 2025 do not contain any qualification,
reservation, adverse remark or disclaimer except the observations provided there-in. The
observations do not call further explanation since the remarks and management Reponses
mentioned in such reports are self-explanatory.
23. SECRETARIAL AUDIT REPORT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:
As on 31st March, 2025, the Company does have a material unlisted
subsidiary, "Polimeraas Limited" which requires Secretarial Audit to be
conducted pursuant to Section 204 of the Companies Act, for the Financial Year 2024-25.
24. EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025
prepared in accordance with Section 92(3) of the Act is made available on the website of
your Company and can be accessed using the www.gssinfotech.com
25. RELATED PARTY TRANSACTIONS
During the financial year 2024-25, your Company has entered into transactions with
related parties as defined under Section 2(76) of the Companies Act, 2013 read with
Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary
course of business and on arms' length basis and in accordance with the provisions of the
Companies Act, 2013, Rules issued thereunder and Listing Regulations. During the financial
year 2024-25, there were no transactions with related parties which qualify as material
transactions under the Listing Agreement.
The details of the related party transactions as required under Indian Accounting
Standard - 24 are set out in the notes to the Standalone Financial Statements forming part
of this Annual Report.
Since all the related party transactions, were in the ordinary course of business and
on arms' length basis and in accordance with the provisions of the Companies Act, 2013,
Rules issued thereunder and Listing Regulations, the Form AOC-2 pursuant to Section 134
(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is not required to be attached.
26. LOANS AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as
follows:
A. Details of investments made by the Company.
(i) Investments in Equity Instruments in wholly owned Subsidiaries as at 31 March 2025:
(In Indian Rs.) The details of investment in subsidiaries as on 31st March
2025 are as follows:
Investments in subsidiaries |
Amount |
| 1,500 Equity Shares of $1 each fully paid up in GSS Infotech Inc
(Delaware) |
89,09,40,578 |
| 9,90,000 Equity Shares of Rs. 10/- each fully paid up in Polimeraas
Limited |
2,75,28,38,500 |
| 9,990 Equity Shares of Rs. 10/- each fully paid up in GSS Healthcare IT
Solutions Private Ltd |
99,900 |
| 9,990 Equity Shares of Rs. 10/- each fully paid up in GSS IT Solutions
Private Ltd |
99,900 |
| 5,00,000 Equity Shares of Rs. 10/- each fully paid up in Polimeraas
Retail Private Limited |
50,00,000 |
Total investments carried at cost |
3,64,89,78,878 |
(ii) Investments in Debt Instruments by the Company as at 31 March 2025: Nil
Details of Amounts advanced to Subsidiary Companies by the Company pursuant to
clause 32 of the Listing Agreement as at 31 March 2025: Please refer the related party
disclosures as provided in the notes to the accounts.
B. There are no guarantees issued by your Company in accordance with Section 186 of the
Companies Act, 2013 read with the Rules issued thereunder.
27. A) EMPLOYEE STOCK OPTION SCHEME:
The Stock exchanges accorded in-principal approval for listing of 20,00,000 shares
under the GSS Infotech Limited Restricted Employee Stock Option Plan 2013. However, no
shares were granted to the eligible employees during the financial year ended 31 March
2025.
In compliance with the requirements of the SEBI Regulations, a certificate from
Secretarial auditor confirming implementation of ESOP Scheme in accordance with the said
regulations and shareholder's resolution will be available electronically for inspection
by the members during the annual general meeting of the Company and the same is available
at www.gssinfotech.com The details of stock options are as mentioned in Annexure [E] and
forms part of this Report.
B) ISSUE OF SHARES, DEBENTURES, CONVERTIBLE SECURITIES, etc.
Pursuant to the Order of the Hon'ble NCLT, Hyderabad Bench, vide their order dated:
02.02.2024, the Company allotted 92,20,000 Equity Shares to the shareholders of Transferor
company i.e. Polimeraas Agros Private Limited.
Pursuant to the Order of the Hon'ble NCLT, Hyderabad Bench, vide their order dated:
02.02.2024, the Company allotted 1,32,61,927 Preference Shares to the shareholders of
Transferor company i.e. Polimeraas Agros Private Limited.
28. VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral, and legal business
conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which
follows the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of
the SEBI Listing Regulation. The policy provides for a framework and process whereby
concerns can be raised by its employees against any kind of discrimination, harassment,
victimization, or any other unfair practice being adopted against them. More details on
the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in
the Corporate Governance Annexure [G] report which forms part of this report.
29. RECONCILIATION OF SHARE CAPITAL AUDIT
As required by the SEBI Listing Regulations, quarterly audit of the Company's share
capital is being carried out by an independent Practicing Company Secretary with a view to
reconcile the total share capital admitted with NSDL and CDSL and held in physical form,
with the issued and listed capital.
The Practicing Company Secretary's Certificate in regard to the same is submitted to
BSE and the NSE and is also placed before the Board of Directors.
30. CODE ON INSIDER TRADING
As per SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to
time the Company have adopted the (i) Code of Conduct to Regulate, Monitor and Report
Trading by Designated Persons and their Immediate Relatives and the (ii) Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information collectively
referred to as the "Code(s) on PIT". All the Directors, employees and third
parties such as auditors, consultants, etc. who could have access to the unpublished price
sensitive information of the Company are governed by the said Code. The trading window is
closed during the time of declaration of results, on occurrence of any material events as
per the code when unpublished price sensitive information is deemed to be available with
insiders as determined by the Compliance Officer. The Company is acting as the Compliance
Officer and is responsible for setting forth procedures and implementation of the Code(s)
on PIT. Further, the Board of Directors of the Company continuously monitors and amends
the respective Codes at regular intervals to incorporate and bring the Codes in line with
amendments Brough in by the regulator(s). The said Code(s) are available on the website of
the Company.
31. INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate Internal Financial Controls with reference to
the financial statements, some of which are outlined below: Your Company has adopted
accounting policies which are in line with the Indian Accounting Standards (Ind AS)
prescribed in the Companies (Indian Accounting Standards) Rules, 2015 that continue to
apply under Section 133 and other applicable provisions, if any, of the Companies Act,
2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of
the Companies Act, 1956, to the extent applicable. These are in accordance with Generally
Accepted Accounting Principles (GAAP) in India. Changes in policies, if any, are approved
by the Audit Committee in consultation with the Auditors.
The policies to ensure uniform accounting treatment are prescribed to the subsidiaries
of your Company. The accounts of the subsidiary companies are audited and certified by
their respective Auditors for consolidation. Your Company, in preparing its financial
statements makes judgments and estimates based on sound policies and uses external
agencies to verify/validate them as and when appropriate. The basis of such judgements and
estimates are also approved by the Auditors and Audit Committee.
The Management periodically reviews the financial performance of your Company against
the approved plans across various parameters and takes necessary action, wherever
necessary.
Your Company has a code of conduct applicable to all its employees along with a Whistle
Blower Policy which requires employees to update accounting information accurately and in
a timely manner. Any non-compliance noticed is to be reported and actioned upon in line
with the Whistle Blower Policy. Your Company gets its standalone accounts audited every
quarter by its Internal Auditors.
32. RISK MANAGEMENT
The Board regularly discusses the significant business risks identified by the
Management and the mitigation process to be adopted by the Company. At present, there
exists no element of risk which threatens the existence of the Company.
33. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS AND MATERIAL CHANGES AND
COMMITMENTS
The Board of Directors in the meeting held on 24th December, 2021 had
considered and approved the Draft Scheme of Merger of Polimeraas Agros Private Limited
(formerly known as Polimeraas Agros LLP) with GSS Infotech Limited.
Further, by an Order dated May, 22, 2023, Hon'ble National Company Law Tribunal
("NCLT") Hyderabad Bench, has directed to convene a meeting of the equity
shareholders and Creditors of the Company for the purpose of considering, and if thought
fit, approving the proposed Scheme of Arrangement amongst Polimeraas Agros Private Limited
and the Company and their respective shareholders and creditors, pursuant to provisions of
Sections 230 to 232 of the Companies Act,2013. In accordance with the said directions of
the NCLT, the meeting of equity shareholders and Creditors of the Company were held on
Wednesday, July 05, 2023, IST, through VC/OAVM. The Scheme was approved via Special
resolution. Relevant disclosures and filings in this regard have been made to the stock
exchanges.
Further, the Hon'ble NCLT, Hyderabad Bench has pronounced an Order dated 2nd
February, 2024, approving the Scheme of amalgamation of M/s Polimeraas Agros Private
Limited with M/s GSS Infotech Limited and their respective shareholders and creditors
under the provisions of section 230 to 232 and other applicable provisions of the
Companies Act, 2013 read with rules frame thereunder.
The details of the above including Scheme are hosted on the company's website
www.gssinfotech.com for the information of the general public.
Further, Pursuant to the Order of the Hon'ble NCLT, Hyderabad Bench, vide their order
dated: 02.02.2024, the Company has allotted 92,20,000 Equity Shares and 1,32,61,927
Preference Shares to the shareholders of Transferor company i.e. Polimeraas Agros Private
Limited.
There are no other significant/material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in future.
There have been no material changes and commitments in the company that needs specific
disclosures as per the stated provisions during the FY 24-25.
34. CHANGE IN NATURE OF BUSINESS
There has been no change in nature of business of your Company.
35. MAINTENANCE OF COST RECORDS
The Company has been maintaining Cost records as required under the provisions of the
Companies Act, 2013.
36. SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the applicable
provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.
37. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditor of your
Company have not reported any instances of fraud committed in your Company by Company's
officers or employees, to the Audit Committee, as required under Section 143(12) of the
Act.
38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR.
No application has been made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.
39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The Company has never made any One Time Settlement against the Loans obtained from
Banks and Financial institutions and hence this clause is not applicable.
40. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board of Directors have constituted the CSR Committee at its meeting held on 04th
September 2024 pursuant to the provisions of Section 135 of the Companies Act, 2013 and
the rules thereunder as applicable to your Company.
Composition of the CSR Committee is:
Sr. Particulars |
Category |
Designation |
| 1 Mr. Bhargav Marepally |
Chairman and Managing Director |
Chairman |
| 2 Mr. Prabhakara Rao Alokam |
Non-Executive - Independent Director |
Member |
| 3 Ms. Subbarathnamma Palepu |
Non-Executive - Independent Director |
Member |
NOTE: The company does not fall into the limit as prescribed under the section 135 of
the Companies Act, 2013, since most of the profit of the company aroused from the overseas
branch of the company. Hence the company is required to spent on the CSR Activities.
41. REPORTING UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND
REDRESSAL) ACT, 2013
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid
down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal
Complaints Committees (ICs), at all relevant locations across India to consider and
resolve the complaints related to sexual harassment. The ICs includes external members
with relevant experience. The ICs, presided by senior women, conduct the investigations
and make decisions at the respective locations. The Company has zero tolerance on sexual
harassment at the workplace. The ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while working remotely. The employees are
required to undergo a mandatory training/ certification on POSH to sensitize themselves
and strengthen their awareness. During the year under review, your Company has not
received any complaint pertaining to sexual harassment
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO a. Details of Conservation of Energy:
Your Company's operations consume very low levels of energy. It is pleasure to announce
that your Company's technology center has latest technology energy management system based
on human occupancy. As the cost of energy consumed by the Company forms a very small
portion of the total costs, the impact of changes in energy cost on total costs is
insignificant.
b. Technology, absorption, adaptation, and innovation
Your Company is a technology driven organization and understands the importance of
technical expertise from time to time. It has successfully built such expertise over a
period of years and shall continue to with emerging technologies to be on a leading edge
to offer its customers the state of art solutions.
Your Company's quality systems are ISO 9001:2008 and ISO 27001:2005 certified, which
reflects a high degree of technology absorption, adoption, and innovation across various
operating layers within the Company. During the year technology absorption activities,
have mainly created on: a) Network Operations Center b) Disaster Recovery Center c) IT
Infrastructure Management d) Offshore Development Center using BOT delivery model e)
Software Testing Service using SaaS Model f) Wholly owned subsidiary rendering BPO
healthcare services in India.
c. Foreign Exchange Earnings and Outgo a. Activities relating to Exports:
The Company is in the business of software exports. All efforts of the Company are
geared to increase the business of software exports in different products and markets.
b. Total Foreign Exchange Earnings used and earned:
| Particulars |
2024-25 ( ) |
2023-24 () |
| Foreign Exchange expenditure (on Accrual basis) |
NIL |
NIL |
| Foreign Exchange earned (on Accrual basis) |
1,62,99,208 |
10,72,13,495 |
43. APPRECIATION
Your Directors wish to convey their gratitude and place on record their appreciation
for all the employees at all levels for their hard work, solidarity, cooperation, and
dedication during the year.
Your Directors sincerely convey their appreciation to customers, shareholders, vendors,
bankers, business associates, regulatory and government authorities for their continued
support.
|
For GSS Infotech Limited |
Place: Hyderabad
Date: 26th August 2025 |
Sd/- Bhargav Marepally
CEO & Managing Director
DIN: 00505098 |
Sd/-
Prabhakara Rao Alokam
Director
DIN: 02263908 |
|