FOR THE FINANCIAL YEAR 2022-23
Your Directors present the Thirtieth Annual Report (the
"Report") of the Company along with the Audited Financial Statements for the
Financial Year ended March 31, 2023.
OVERVIEW
As informed to the Members in the previous Annual Reports for the
financial year 2020-21 and 2021-22, the Company had conducted a slump sale of the global
software products business carried on by the Company and its subsidiaries in India and
across the world on a going concern basis to Azentio Software Private Limited, India,
Azentio Software Private Limited, Singapore ("Azentio Singapore") and
Azentio Singapore's subsidiaries in the relevant jurisdictions (collectively "Azentio"),
pursuant to the business transfer agreement dated December 28, 2020 executed between the
Company and Azentio. The aggregate consideration for this transaction was ' 1000,20,00,000
(Indian Rupees One Thousand Crores Twenty Lakhs). The slump sale was completed on March
31, 2021, except for subsidiaries in Saudi Arabia and Thailand where regulatory approvals
were yet to be received.
During financial year 2021-22, the Company had, on November 12, 2021,
completed the slump sale of the software products business of its subsidiary in Saudi
Arabia on a going concern basis to Azentio. During financial year 2022-23, on June 30,
2022, the Company has completed sale of software products business of its subsidiary in
Thailand on a going concern basis to Azentio.
Pursuant to the business transfer agreement dated December 28, 2020
executed between the Company and Azentio, vashi property of the Company was intended to be
transferred to Azentio against a receivable of ' 50 Crores in the financial year 2020-21.
During the year 2022-23, this agreement was rescinded and consequently, the property
remained with the Company. The counterparty, Azentio has released from its obligation to
pay the consideration. The property, which was earlier transferred by way of a slump sale
in the financial year 2020-21, has been recognised in the books of the Company in
financial year 2022-23.
Financial Performance of the Company on Standalone and Consolidated
basis:
Standalone sales and other income for financial year 2022- 23 stood at
' 391.20 Crores as against ' 269.10 Crores for financial year 2021-22. On a consolidated
basis, sales and other income for financial year 2022-23 stood at ' 809.05 Crores as
against ' 690.78 Crores for financial year 2021- 22. After meeting all expenditures, the
Company made a total comprehensive loss of '63.40 Crores on a consolidated basis and total
comprehensive income of ' 51.63 Crores on a standalone basis for financial year 2022-23.
(Rs in Crore except EPS)
Particulars |
Standalone |
Consolidated |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Total Revenue (I) |
391.20 |
269.10 |
809.05 |
690.78 |
Total Expenses (II) |
353.43 |
239.87 |
799.66 |
725.04 |
Total Exceptional items (III) |
14.48 |
(20.80) |
(5.01) |
(19.84) |
Profit / (Loss) before Tax (I-M+MI) |
52.25 |
8.43 |
4.38 |
(54.10) |
Tax expense |
|
|
|
|
Current Tax |
- |
- |
2.68 |
3.43 |
Deferred Tax |
- |
- |
0.61 |
(0.46) |
Adjustment of tax relating to earlier periods |
- |
- |
(0.28) |
0.42 |
Profit / (Loss) for the year |
52.25 |
8.44 |
1.37 |
(57.49) |
Profit/ Loss for the year from Discontinued Operations |
|
|
_ |
|
Other Comprehensive Income |
|
|
|
|
A. Other Comprehensive income not to be re-classified to
Profit and Loss in subsequent year: |
|
|
|
|
Remeasurement of gains / (losses) on defined benefit plans |
(0.62) |
(6.1) |
(0.21) |
(7.97) |
Income tax effect |
- |
- |
0.13 |
0.17 |
Particulars |
Standalone |
Consolidated |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
B. Other Comprehensive income to be re-classified to
Profit and Loss in subsequent years: |
- |
- |
(64.69) |
- |
Other Comprehensive income for the year, net of tax |
(0.62) |
(0.61) |
(64.77) |
(7.80) |
Total Comprehensive income for the year |
51.63 |
2.34 |
(63.40) |
(65.29) |
Profit for the year attributable to: |
|
|
|
|
Equity holders of the parent |
- |
- |
1.37 |
(57.49) |
Non-controlling interests |
- |
- |
- |
- |
Other Comprehensive income for the year attributable to: |
|
|
|
|
Equity holders of the parent |
- |
- |
(64.77) |
(7.80) |
Non-controlling interests |
- |
- |
- |
- |
Total Comprehensive income for the year attributable to: |
|
|
|
|
Equity holders of the parent |
- |
- |
(63.40) |
(65.29) |
Non-controlling interests |
- |
- |
- |
- |
Earnings per equity share for profit attributable to
equity shareholders |
|
|
|
|
Basic EPS |
3.10 |
0.50 |
0.08 |
3.44 |
Diluted EPS |
3.05 |
0.50 |
0.08 |
3.44 |
TRANSFER TO RESERVES
There is no amount proposed to be transferred to general reserve this
year.
DIVIDEND
Your Directors regret to state their inability to recommend any
dividend on equity shares for the financial year ended March 31, 2023.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"),
as amended, the Dividend Distribution Policy of the Company is available on the Company's
website at https://www.3i-infotech.com/wp-
content/uploads/2022/09/dividend-distribution-policy.pdf
BUSINESS
The Company provides information technology services and software
solutions. It operates through three key segments, (i) Enterprise Services (includes ADMS,
ISMS, Testing, Classic BPS, MVS etc.), (ii) Professional Services (includes Human Capital
Management Services) and (iii) Digital Business Services (includes IT & Digital
Consulting, AAA, Digital IMS, CloudFirst, Oracle COE, GCC, Cyber SOC, Digital BPS,
Cognitive Computing Services, 5G Lab as Service, Private 5G, IoT, Security Services,
Secure Access Service Edge ("SASE"), AgriTech, TME, Edge Computing, Edge
Analytics, NuRe Campus, FutureTech etc.).
NuRe is the brand launched by the Company to offer its new
products/services.
NuRe Edge: 5G ready platform that delivers SASE and 5G Edge
services from any device and anywhere. It is a cost effective and easy to deploy solution
that breaks conventional and complex boundaries of enterprise security.
NuRe 3i: With NuRe 3i you can migrate your applications and
infrastructure to cloud and enhance your business performance, efficiency and productivity
by unlocking cloud benefits with the right platform, tools and services.
NuRe Desk: NuRe Desk enables borderless perimeter of your global
workforce to work from anywhere, bringing their own devices and their own network
connectivity. On an average, the Company can give users savings of about 20% to 30%
compared to leading solutions with our own self-managed application infrastructure.
NuRe 3i+ : NuRe 3i+ is a next generation Oracle Cloud
Infrastructure (OCI) for the most secured, optimised and simplified digital
transformation. NuRe 3i+ and Oracle collaborate to provide a powerful, single vendor,
application and database platforms for today's data driven enterprises. Nure 3i+ helps
verticals like banking, financial services & insurance (BFSI), public and government
sectors, healthcare, media and entertainment to seamlessly migrate to NuRe 3i+ platforms.
NuRe CloudFirst: It addresses design, construction and managing
full-stack cloud solutions, including maintaining crucial operational applications and
supporting the entire eco-system in the cloud.
The Company has a presence in more than 15 countries across 4
continents. The Company has a strong foothold and customer base in South Asia, Asia
Pacific (APAC), Middle East and Africa (MEA), Kingdom of Saudi Arabia (KSA) and North
America geographies.
The Company serves customers in banking, insurance, media and
entertainment, capital markets, asset and wealth management, government, manufacturing,
retail, distribution, telecom and healthcare industry verticals.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, the Company has incorporated following
wholly owned subsidiaries (including wholly owned step- down subsidiaries):
Sr. Name of the Company No. |
Indicate whether wholly owned subsidiary
OR wholly owned step- down subsidiary |
% of Shareholding |
Date of Incorporation |
Country of Incorporation |
1 Versares BPS Private Limited |
Wholly owned step- down subsidiary |
100% |
December 10, 2022 |
India |
2 NuRe EdgeTech Private Limited |
Wholly owned subsidiary |
100% |
November 28, 2022 |
India |
3 NuRe FutureTech Private Limited |
Wholly owned subsidiary |
100% |
December 12, 2022 |
India |
4 NuRe CampusLabs Private Limited |
Wholly owned subsidiary |
100% |
December 20, 2022 |
India |
5 NuRe Infotech Solutions Pte. Limited |
Wholly owned subsidiary |
100% |
March 15, 2023 |
Singapore |
6 NuRe MediaTech Limited |
Wholly owned subsidiary |
100% |
March 23, 2023 |
India |
7 NuRe EdgeTech Inc |
Wholly owned step- down subsidiary |
100% |
March 28, 2023 |
USA |
Further, 3i Infotech Services SDN BHD, a wholly owned subsidiary of the
Company based in Malaysia, was struck off on September 12, 2022.
As on March 31, 2023, there are 29 subsidiaries (including step-down
subsidiaries) of the Company. There has been no material change in the nature of the
business of subsidiaries.
As per the first proviso to Section 129(3) of the Companies Act, 2013 ("the
Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement
containing salient features of the financial statements of subsidiaries / associate
companies / joint venture in the prescribed Form AOC-1 is enclosed to the consolidated
financial statements. This statement also mentions highlights of performance of
subsidiaries /associate companies / joint venture and their contribution to the overall
performance of the Company during the year.
Pursuant to the provisions of Section 136 of the Act, the standalone
and consolidated financial statements of the Company, along with relevant documents and
separate audited accounts in respect of subsidiaries are available on the website of the
Company.
This Report has been prepared based on the standalone financial
statements of the Company and highlights the performance of the subsidiaries, associates
and joint venture companies and their contribution to the overall performance of the
Company during the period under review.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Act, your Directors hereby
confirm that:
in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
they 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 as at March 31, 2023 and
profit of the Company for the financial year ended on that date;
they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
a. they have prepared the annual accounts on a going concern basis;
b. hey have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
c. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and are operating
effectively.
Further, the financial statements are prepared in accordance with
Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of
the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as
amended. Based on the reviews of internal, statutory and secretarial auditors, external
consultants, the management and respective committees of the Board, the Board is of the
opinion that the Company's system of internal financial controls was adequate and the
operating effectiveness of such controls was satisfactory during the financial year
2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Particulars of loans, guarantees or investments granted/ made during
the year are given under the notes to standalone financial statements forming part of this
Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all the contracts / arrangements /
transactions entered into by the Company with related parties referred to in Section 188
of the Act were in the ordinary course of business and on an arm's length basis. During
the year, the Company has not entered into any contract / arrangement / transaction with
related parties which could be considered material in accordance with the policy of the
Company on related party transactions.
Since all related party transactions entered into by the Company were
in the ordinary course of business and on arm's length basis, Form AOC-2 is not applicable
to the Company.
The Company has in place a Policy on Materiality of Related Party
Transactions and a Policy on dealing with Related Party Transactions. The said policy can
be viewed on the Company's website by accessing the following link: https://
www.3i-infotech.com/wp-content/uploads/2022/05/Policy-
on-Materiality-of-Related-Party-Transactions-and-Policy-
on-Dealing-with-Related-Party-Transactions-1.pdf
Details regarding related party disclosures are given under the notes
to standalone financial statements which form part of this Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year to which the financial statements relate and as on the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
During the year under review, no significant and material orders were
passed by the regulators or courts or tribunals impacting the going concern status and
Company's operation in future.
REPORT ON CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements. The Corporate Governance
Report along with auditors' certificate thereon in terms of Regulation 34 read with
Schedule V of the Listing Regulations is appended herewith as Annexure I to this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provisions of Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report is given under a separate section forming part
of this Report.
BUSINESS RESPONSIBILITY AND SUBSTAINABILITY REPORT (BRSR)
Regulation 34 of the Listing Regulations mandates the inclusion of the
BRSR as part of the Annual Report for the top 1000 listed entities based on market
capitalisation as on 31st day of March of every Financial Year. Though the
Company has not fallen under top 1000 listed entities based on market capitalisation as on
March 31, 2023, BRSR is voluntarily being appended hereto as forms part of this Report as Annexure
II.
ANNUAL RETURN
In accordance with the Act, the annual return in the prescribed format
is available on the Company's website at the following link:
https://www.3i-infotech.com/annual- report/
CAPITAL
a) Preference Share Capital:
During the year under review, the Company has not allotted any
preference shares.
b) Equity Share Capital:
i. Allotment under Employee Stock Options Scheme:
During the year under review, the Company has, on various dates,
allotted in all 5,23,385 equity shares under Employee Stock Option Scheme 2007 and
Employee Stock Option Scheme 2018.
Considering these allotments, the issued, subscribed and paid-up
capital of the Company as on March 31, 2023 stood at ' 1,68,46,60,420/- consisting of
16,84,66,042 fully paid-up equity shares of face value ' 10/- each.
The Company has neither issued equity shares with differential rights
as to dividend, voting or otherwise nor any sweat equity shares to the employees of the
Company under any scheme.
EMPLOYEE STOCK OPTION SCHEMES
The Employee Stock Option Schemes of the Company in force are in
compliance with the Act and the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and there has been no material change in the said schemes during
financial year. Disclosures relating to the said schemes as required under the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Company's
website at the following link: https://www.3i-infotech.com/ investors/ under Corporate
Governance in the Investors' section.
The Company has received a certificate from the Secretarial Auditors of
the Company that its share-based scheme(s) have been implemented in accordance with the
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (formerly the SEBI
(Share Based Employee Benefits) Regulations 2014) and the same is available for inspection
by members in electronic mode.
PUBLIC DEPOSITS
During the year, the Company has not invited / accepted any deposit
under Sections 73 and 76 of the Act.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
a) Composition:
As on the date of this Report, the Board of the Company consists of
Seven Directors, out of which four are Independent Directors (including one woman
Independent Director), two are Non-Executive Directors and one is Executive Director.
The current composition of the Board in accordance with the provisions
of Section 149 of the Act and Regulation 17 of the Listing Regulations is as follows:
Sr. No. Name of the Director(s) |
Designation |
1 Mr. Ashok Shah |
Non-Executive Independent Chairman |
2 Mr. Thompson Gnanam |
Managing Director and Global CEO |
3 Dr. Aruna Sharma |
Non-Executive Director |
4 Mr. Avtar Singh Monga |
Non-Executive Independent Director |
5 Mr. Sriram V. |
Non-Executive Director |
6 CA Uttam Prakash Agarwal |
Non-Executive Independent Director |
7 Ms. Zohra Chatterji |
Non-Executive Independent Director |
b) Retirement by Rotation:
In accordance with Section 152 (6) and other applicable provisions of
the Act and the Articles of Association of the Company, Dr. Aruna Sharma (DIN: 06515361)
retires by rotation as a Director at the ensuing AGM and being eligible, offers herself
for reappointment.
Detailed profile of Dr. Aruna Sharma along with additional information
required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on
General Meetings (SS-2) is provided separately by way of an Annexure to the Notice of the
AGM which forms part of this Report.
c) Key Managerial Personnel:
As on March 31,2023, following are the Key Managerial Personnel of the
Company:
a. Mr. Thompson Gnanam - Managing Director and Global CEO
b. Harish Shenoy - Chief Performance Officer & Chief Risk Officer
(presently designated as Chief Operating Officer Professional Services and Chief Risk
Officer)
c. Sanjay Rawa - Chief Financial Officer
d. Varika Rastogi - Company Secretary and Compliance Officer.
There were no changes in the Directors and Key Managerial Personnel
during the year.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from each Independent Director as
per provisions of Regulation 25(8) of the Listing Regulations and Section 149 (7) of the
Act, that he / she meets the criteria of independence laid down in Regulation 16(1)(b)
read with Regulation 25(8) of the Listing Regulations and Section 149 (6) of the Act.
NUMBER OF MEETINGS OF THE BOARD
There were 6 (Six) meetings of the Board of Directors held during the
year. The details of the same are given in Corporate Governance Report section that forms
part of this Report. The intervening gap between two consecutive Board Meetings did not
exceed 120 days.
POLICIES AS PER THE LISTING REGULATIONS
The Listing Regulations mandated all listed companies to formulate
certain policies. These policies are available on the website of the Company at
https://www.3i-infotech. com/investors/ under "Corporate Governance" in the
Investors' section. The policies, list of which is given below, are reviewed periodically
by the Board and amended from time to time:
Whistle Blower Policy;
Policy on Remuneration of Directors, Key Managerial Personnel
and other Employees;
Corporate Social Responsibility Policy;
Policy for determining Material Subsidiaries;
Policy for determination of Materiality of event or information;
Policy on Materiality of Related Party Transactions and dealing
with Related Party Transactions;
Policy and Procedure for Inquiry in the event of leak or
suspected leak of Unpublished Price Sensitive Information;
Dividend Distribution Policy;
Risk Management Policy;
Policy for Board Diversity;
Policy for Preservation of Documents; and
Policy for Prohibition of Fraudulent and Unfair Trade Practices
relating to securities.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have appropriate mix of Executive,
Non-Executive and Independent Directors to maintain the independence of the Board. The
Company has put in place a policy on Remuneration of Directors, KMP and other employees
including criteria for determining qualifications, positive attributes, independence of
directors and other matters provided under Section 178 (3) of the Act, the Policy can be
viewed on the website of the Company by accessing the following link:
https://www.3i-infotech.com/wp-content/
uploads/downloads/2020/11/Policy-on-Remuneration-of- Directors-KMP-other-employees.pdf.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
In terms of the provisions of the Act and the Listing Regulations, your
Company has laid down criteria for performance evaluation of Directors and Chairperson of
the Board and also the process for such performance evaluation. Schedule IV of the Act
states that the performance evaluation of Independent Directors shall be done by the
entire Board of Directors, excluding the Director being evaluated. The Company's policy
relating to appointment and remuneration of Directors, KMPs and other employees, including
criteria for determining qualifications, positive attributes and independence of a
director are covered under the Corporate Governance Report, which forms a part of this
Report.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
As per provisions of the Listing Regulations and the Act, the Company
has formulated Familiarisation Programme for Independent Directors. The same is available
on the website of the Company at https://www.3i-infotech.com/
wp-content/uploads/2022/10/Familiarization-programee- for-independent-directors.pdf. At
the time of appointment of an Independent Director, the Company issues a formal letter of
appointment to an Independent Director outlining his / her role, function, duties,
responsibilities, etc. The terms and conditions for appointment of Independent Directors
are also available on the website of the Company at the location mentioned above.
The Board Members are provided with necessary documents / brochures,
reports and internal policies to enable familiarising them with the Company's procedures
and practices. Periodic presentations are made at the Board Meetings on business
performance updates of the Company, global business environment, business strategy and
risk involved.
COMMITTEES OF THE BOARD
As on March 31, 2023, the Board has six committees:
i. Audit Committee;
ii. Nomination and Remuneration Committee;
iii. Stakeholders' Relationship Committee;
iv. Corporate Social Responsibility Committee;
v. Risk Management Committee;
vi. Operations Committee (non-mandatory committee); and
vii. Sub-committee on Legacy Matters of the Audit Committee
(non-mandatory committee).
A detailed note on the composition of the Board and its mandatory
committees is provided in the Corporate Governance Report.
VIGIL MECHANISM
In line with the provisions of the Act and the Listing Regulations, the
Company has devised and implemented a vigil mechanism in the form of "Whistle Blower
Policy". As per the Policy, the Company has an internal committee comprising of the
Head-HR and the Compliance Officer of the Company to oversee the functioning of the vigil
mechanism as mandated by the Act and assist the Audit Committee thereunder. The Whistle
Blower Policy framed by the Company is available on the website of the Company at
https://www.3i-infotech.com/wp-content/uploads/2023/05/
Whistle-Blower-Policy-revised-04.05.23.pdf
The detailed information regarding the committees of the Board,
including composition of the Audit Committee, has been given in the Corporate Governance
Report which forms an integral part of this Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies, associates and joint ventures and form
part of this Report. The Consolidated Financial Statements have been prepared in
accordance with the Ind AS.
INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY
The Company has implemented adequate procedures and internal controls
which provide reasonable assurance regarding reliability of financial reporting and
preparation of financial statements. The Company also ensures that internal controls are
operating effectively.
STATUTORY AUDITORS
M/s. GMJ & Co., Chartered Accountants (Reg. No. 103429W) were
appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive
years, at the 28th AGM, held on December 15, 2021 to hold office up to
conclusion of the 33rd AGM to be held in 2026. The Company has received
confirmation from them to the effect that they are not disqualified from continuing as
Auditors of the Company.
STATUTORY AUDITOR'S REPORT
The Auditor's Report for the financial year 2022-23 does not contain
any qualifications remarks or reservations. The Auditor's Report is enclosed with the
financial statements in this Report.
SECRETARIAL AUDITOR'S REPORT
Pursuant to the provisions of Section 204 of the Act and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. BNP & Associates, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company for the financial year 2022-23.
The Secretarial Audit Report is appended as Annexure III to this
Report. The Secretarial Audit Report does not contain any qualifications, reservations or
adverse remarks.
REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the statutory auditor nor the
secretarial auditor has reported to the Audit Committee any instances of fraud committed
against the Company by its officers or employees under Section 143(12) of the Act.
SECRETARIAL STANDARDS
The Company complies with all the mandatory secretarial standards
issued by the Institute of Company Secretaries of India as may be applicable.
LISTING ON STOCK EXCHANGES
The Company's equity shares are listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE).
TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
The Company continues to use the latest technologies to improve the
productivity and quality of its services and solutions.
During the year, your Company has taken the following technology
initiatives:
Upskilling programmes to kickstart digital transformation
initiatives and boost information security environment.
Improved delivery through introduction of automation to bring in
efficiency.
Strengthened its solutions through technology innovation,
collaboration and acquisition.
Partnerships with major technology providers for winning go-to
market strategies.
Opened multi-dimensional growth areas by embracing SASE, Cloud
and intelligent automation.
RESEARCH AND DEVELOPMENT (R & D)
The solutions offered by the Company for various market segments are
continuously developed and enhanced through FutureTech Lab and Global Development Centres.
These arms of the Company focus on developing and expanding the
Company's solutions and IPR
With a focus to further enhance the Company's solutions based on market
needs, all new solution launches ensure the Company's strategy for growth.
Expenditure on R & D
(Amount Rs in Crore)
Particulars |
2022-23 |
2021-22 |
Capital Expenditure |
33.76 |
8.05 |
Total |
33.76 |
8.05 |
Total R&D expenditure as a percentage of total standalone
revenue |
8.63% |
2.99% |
QUALITY
The Company is committed to provide innovative and high- quality
solutions and services that meet or exceed customer expectations.
This includes-
Continuous check and improvisation on quality of our human
resources, processes, solutions and services.
Governance to uplift solutions and delivery standards and
minimise errors.
The Company is highly focused on quality and conformity to global
standards and frameworks which include ISO 9001:2015, ISO 27001:2013, ISO 20000:2018, CMMi
and Agile to ensure organised project execution, thereby transforming business from taking
corrective & preventive measures to the state of predicting outcomes. This focus
enhances productivity, efficiency, reputation, opportunities and value.
The Company has achieved CMMi Level 3 certification and plans to extend
the level to CMMi Level 5.
FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Activities relating to exports, initiatives taken to increase
exports, development of new export markets for products and services and export plans
Around 18% of the revenue of the Company is derived from exports.
b) Foreign Exchange earnings and expenditure
Details of earnings and expenditure in foreign currency (excluding
earnings and expenditure of UAE Branch) during the year are as below:
(Amount Rs in Crore)
Particulars |
FY 2022-23 |
FY 2021-22 |
Earnings |
42.00 |
28.22 |
Expenditure |
- |
2.20 |
PERSONNEL
The Company has continued to improve the quality of Human Resource. The
key facet has been better levels of productivity as compared to earlier years which has
contributed to operating financial parameters showing a strong uplift. Regular
interactions and career enhancements by way of bigger roles to talented employees have
helped in strengthening the confidence of the employees in the tough financial scenario of
the Company. The talent pipeline is looking healthy though attrition and retention remains
a challenge for the industry and more so for the Company.
The Company will continue to focus and build the human potential which
would help in improving operating parameters in the coming years.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules is
provided in a separate annexure forming part of this Report. Having regard to the
provisions of the first provision to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information is being sent to the Members of the Company. In terms
of Section 136 of the Act, the said annexure is open for inspection at the Registered
Office of the Company. Any shareholder interested in obtaining a copy of the same may
write to the Company Secretary.
Disclosures pertaining to the remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this
Report as Annexure IV.
Prevention of Sexual Harassment at Workplace
The Company has in place a policy aiming at prevention of sexual
harassment at all workplaces of the Company in line with the requirements of Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the rules made thereunder. All employees (permanent, contractual, temporary, trainees) are
covered under this Policy. The Company has complied with provisions relating to
constitution of Internal Complaints Committee by setting up such Committee in the Company
in accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to consider and redress complaints received with
respect to sexual harassment. The details of complaints received during the year are given
separately in Corporate Governance Report.
RISK MANAGEMENT
Risk Management is an integral and important component of Corporate
Governance. The Company has developed and implemented a comprehensive Risk Management
Framework for the identification, assessment and monitoring of key risks that could
adversely impact the Company's goals and objectives. This framework is periodically
reviewed by the Risk Management committee of the Company. The Audit Committee of the Board
has additional oversight in the area of financial risks and controls. The Company is
committed to continually strengthen its Risk Management framework in order to protect the
interests of stakeholders.
CREDIT RATINGS
In July 2021, CRISIL Ratings has reaffirmed the rating at CRISIL
BBB-' while assigning a Stable' outlook. Similarly, one of the other rating
agencies, CARE Ratings has also reaffirmed rating of the Company as "CARE BBB-;
Stable" (Triple B Minus; Outlook: Stable) in September 2021.
However, in September 2022, both CRISIL and CARE had withdrawn the said
ratings as the long-term loans were repaid and no dues were outstanding.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR
Committee. A brief outline of the CSR policy of the Company and the statutory disclosures
with respect to CSR Committee and an Annual Report on CSR activities for financial year
2022-23 as required under Rule 8 (1) of the CSR Rules are set out in Annexure V of
this Report. The CSR Policy as recommended by CSR Committee and as approved by the Board
is available on the website of the Company at https://www.3i-infotech.
com/wp-content/uploads/downloads/2021/08/Corporate- Social-Responsibility-Policy.pdf
During the year, the Company has not spent any amount on CSR activities
in view of losses incurred as per provisions of the Act.
MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government
under the provisions of Section 148(1) of the
Act is not required for the business activities carried out by the
Company.
DISCLOSURE REQUIREMENTS
Disclosures required under the Listing Regulations are provided in the
Corporate Governance Report. The Corporate Governance Report along with auditor's
certificate thereon, BRSR and the Management Discussion and Analysis Report forms part of
this Report.
FUTURE OUTLOOK
The business outlook and the initiatives proposed by the management to
address its financial risks have been discussed in detail in the Management Discussion and
Analysis Report which forms a part of this Report.
ACKNOWLEDGEMENTS
The Directors are thankful to the Members for their confidence and
continued support. The Directors are grateful to the Central and State Government, Stock
Exchanges, Securities & Exchange Board of India, Reserve Bank of India, Customs and
other government authorities and last but not the least, its trusted customers for their
continued support.
The Directors would like to express their gratitude for the unstinted
support and guidance received from alliance partners and vendors.
The Directors would also like to express their sincere thanks and
appreciation to all the employees for their commendable teamwork and professionalism.
For and on behalf of the Board |
|
Ashok Shah |
Thompson Gnanam |
Chairman |
Managing Director and Global CEO |
(DIN: 01194846) |
(DIN: 07865431) |
Date: July 28, 2023 |
|
Place: Navi Mumbai |
|
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