Aion-Tech Solutions Ltd
Directors Reports
To
The Members
Goldstone Technologies Limited
The Board of Directors are pleased to present the Company's Twenty
Ninth Annual Report and the Company's audited financial statements (standalone and
consolidated) for the financial year ended March 31, 2023.
FINANCIAL PERFORMANCE:
The financial highlights of the Company for the year ended on 31 March,
2023 are summarized as below: (Rs. In Millions Except Otherwise Stated)
|
Standalone |
Consolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
748.60 |
549.09 |
929.61 |
609.21 |
| Other Income |
11.35 |
27.35 |
11.35 |
27.35 |
| Total Expenses |
711.03 |
558.15 |
911.00 |
622.64 |
PBITDA |
48.92 |
18.29 |
29.96 |
13.92 |
| Interest |
3.36 |
1.44 |
5.46 |
1.52 |
| Depreciation & Amortization expense |
7.47 |
3.78 |
8.20 |
3.79 |
Profit before Tax |
38.09 |
13.07 |
16.30 |
8.61 |
| Current Tax |
12.42 |
1.91 |
12.56 |
2.07 |
| Deferred Tax |
(0.82) |
1.46 |
(0.82) |
1.46 |
Profit for the year |
26.49 |
9.70 |
4.56 |
5.08 |
| Other Comprehensive Income |
|
|
|
|
| Re-measurement of gains on defined benefit
plan |
1.56 |
1.83 |
5.61 |
5.61 |
| Income tax effect |
(0.43) |
(0.51) |
(0.43) |
(0.51) |
Total Comprehensive Income for the Year |
27.62 |
11.02 |
15.81 |
10.18 |
| Equity Share Capital (3,45,82,066 Shares of
Rs 10/- each) |
345.82 |
345.82 |
345.82 |
345.82 |
| E.P.S (After Prior Period Items) (Rupees) |
0.77 |
0.37 |
0.13 |
0.19 |
| Net Worth |
576.23 |
548.61 |
691.01 |
675.11 |
| Book Value in Rs. (Face Value of Rs. 10/-
each ) |
16.66 |
15.86 |
19.98 |
19.52 |
STATE OF AFFAIRS/GENERAL REVIEW OF OPERATIONS:
Standalone:
During the year under review, your Company has achieved Standalone
turnover of Rs. 748.60 million as against a turnover of Rs. 549.09 million during the
previous year. The Standalone Net Profit is Rs. 26.49 million during the year in
comparison to Net Profit of Rs. 9.70 million during the previous year.
Consolidated:
During the year under review, your Company has achieved a consolidated
turnover of Rs. 929.61 million as compared to Rs. 609.21 million for the previous
financial year. The Consolidated Net Profit for the year 2022-23 is Rs. 4.56 million in
comparison to Net Profit Rs. 5.08 million during the previous year.
TRANSFER TO GENERAL RESERVES:
No amount has been transferred to General Reserves during the year.
DIVIDEND:
During the year the Company does not have adequate profits and hence,
your Board has not recommended any dividend for the financial year 2022-23.
SHARE CAPITAL:
During the year under review there were no changes in authorized
capital and the paid-up share capital of the Company. The Authorised Share Capital of the
company is Rs. 50,00,00,000 (Rupees Fifty Crores Only) divided in to 5,00,00,000 (Five
Crores Only) equity shares of Rs. 10/- each and the Paid-up capital of the company is Rs.
34,58,20,660/- (Rupees Thirty Four Crores, Fifty Eight Lakhs, Twenty Thousand, Six Hundred
and Sixty Only) divided in to 3,45,82,066 (Three Crores Forty Five Lakhs Eighty Two
Thousand Sixty Six Only) equity shares of Rs 10/- each
As on March 31, 2023, except Mr. L.P. Sashikumar having 757 shares none
of the other Directors of the Company hold shares or convertible instruments of the
Company.
EMPLOYEE STOCK OPTION PLAN (ESOP):
The management is of the view that Equity based compensation is
considered to be integral part of employee compensation across sectors which enables
alignment of personal goals of the employees with organizational objectives. Management
believes that equity-based compensation schemes are an effective tool to reward the
employees of the Company in the growth of the Company, to create an employee ownership in
the Company, to attract new talents, to retain the key resources in the organization and
for the benefit of the present and future employees of the Company. With this objective,
management intends to implement the Employee Stock Option Plan 2022 for the employees of
the Company.
Further the management is keen on implementing the equity based
compensation to its' employees in this regard the Board again intheir meeting held on 11
February, 2022 has discussed on implementation of the 'Goldstone Technologies Limited
Employee Stock Option Plan-2022' ('GTLESOP 2022') and in view of the same and in pursuance
of the Section 62 of the Companies Act, 2013 and rules thereof, SEBI (Share Based Employee
Benefits) Regulations, 2014 and SEBI (LODR) Regulations, 2015 and other relevant
provisions, the Board of Directors of the Company at their meeting held on 11 February,
2022 has approved the 'Goldstone Technologies Limited Employee Stock Option Plan-2022'
('GTLESOP 2022'), and the same was also approved by the shareholders vide special
resolution passed through postal ballot notice dated 28 March, 2022 the resolution was
deemed to approved by the members as on 15 May, 2022 (Last date of E-Voting for Postal
Ballot). The management is taking further steps to implement 'Goldstone Technologies
Limited Employee Stock Option Plan-2022' ('GTLESOP 2022') in the best interest of the
Company as well as its' Employees. The updates on the same will be disseminated to the
members through announcements to the stock exchanges.
ACCOUNTING TREATMENT
There is no change in accounting treatment in the year under review, as
compared to previous Financial Year.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under the review the following changes were made.
Appointments:
· Mr. Deepankar Tiwari (DIN: 07621583), was appointed as an
Independent Director of the company with effect from 14 November, 2022 in the Board
Meeting held on 14 November, 2022 and the same was approved by the members through Special
Resolution passed through postal ballot notice dated 10 January, 2023 and the resolution
was deemed to approved by the members as on 12 February, 2023 (Last date of e-Voting for
Postal Ballot).
· After the closure of financial year 2022-23, based on the
recommendations of the Nomination and Remuneration Committee and approval of the Board Mr.
Srinivas Chilukuri was appointed as the Chief Executive Officer (CEO) and whole time Key
Managerial Personnel (KMP) of the Company with effect from 29 May, 2023, for a term of
Three years i.e. upto 28 May, 2026, subject to approval of members. However, the Board of
Directors of the Company (Based on the recommendations of the Nomination and Remuneration
Committee), has approved Change in role of Mr. Srinivas Chilukuri from the position
of CEO to enable him to focus on building new product development in the field of emerging
Technologies like Artificial Intelligence etc. His role and designation would be decided
by the board after receiving the detailed product development plan from him. Accordingly,
Mr. Srinivas Chilukuri ceased to be the Chief Executive Officer (CEO) and Whole Time
Key Managerial Personnel (KMP) of the Company with effect from
10.08.2023.
· Mr. Bernd Michael Perschke (DIN: 10194539) was appointed as an
Additional Director of the Company with effect from 10 August, 2023, in the Board meeting
held on 10 August, 2023. The Board recommends the Ordinary Resolution set out at Item no.
3 of the Notice for approval of the Members. Brief profile of Mr. Bernd Michael Perschke
has been given in the Notice convening the Annual General Meeting.
· Mr. Seetepalli Venkat Raghunand (DIN: 10267020) was appointed
as an Additional Director and Executive Director of the Company with effect from 10
August, 2023, in the Board meeting held on 10 August, 2023. The Board recommends the
Special Resolution set out at Item no. 4 & 5 of the Notice for approval of the
Members. Brief profile of Mr. Settepali Venkat Raghunand has been given in the Notice
convening the Annual General Meeting.
Retire by Rotation:
· Based on the terms of appointment, executive directors and the
non-executive and non-independent chairman are subject to retirement by rotation.
Accordingly, Mr. Paul Sashikumar Lam (DIN: 00016679), retires by rotation at the 29
Annual General Meeting and being eligible, offers himself for re-appointment. Brief
profile of Mr. Paul Sashikumar Lam has been given in the Notice convening the Annual
General Meeting. Based on performance evaluation and the recommendation of the nomination
and remuneration committee, the Board recommends his re-appointment.
Resignations & Cessation:
· Mr. Venkata Ramana Vedula (DIN: 02660082) has resigned
as the Independent Director of the Company with th effect from 14 November, 2022 due to
personal reasons and pre-occupations.
· The Board of Directors of the Company (Based on the
recommendations of the Nomination and Remuneration Committee), has approved Change in role
of Mr. Srinivas Chilukuri from the position of CEO to enable him to focus on
building new product development in the field of emerging Technologies like Artificial
Intelligence etc. His role and designation would be decided by the board after receiving
the detailed product development plan from him. Accordingly, Mr. Srinivas Chilukuri ceased
to be the Chief Executive Officer (CEO) and Whole Time Key Managerial Personnel (KMP) of
the Company with effect from 10.08.2023.
Key Managerial Personnel
In accordance with the provisions of Section(s) 2(51), and 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.The following are the Key Managerial Personnel as on the Board's
Report date:
· Mr. Pavan Chavali - Managing Director
· Mr. Vithal VSSNK Popuri - Chief Financial Officer
· Ms. Niralee Rasesh Kotdawala - Company Secretary &
Compliance Officer
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and the
applicable regulations of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the Board has carried out an evaluation of
its own performance, the directors individually as well as the evaluation of the working
of its Audit, Nomination & Remuneration and Stakeholders' Relationship Committees. The
manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report.
The performance evaluation of the Independent Directors was completed
during the year under review. The performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the Independent Directors and Non-Executive
Directors. The Board of Directors expressed their satisfaction with the evaluation
process.
The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R.
804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the
provision relating to inclusion of names of Independent Directors in the Data Bank
maintained by Indian Institute of Corporate Affairs ('IICA'). All Independent Directors of
your Company are registered with IICA.
In the opinion of the Board, the independent directors possess the
requisite integrity, experience, expertise, proficiency and qualifications.
REMUNERATION POLICY :
The Board has on the recommendation of the Nomination &
Remuneration Committee framed and adopted a policy for selection and appointment of
Directors, Key Managerial Personnel and other employees and their remuneration. The
Nomination and Remuneration Policy is placed on website of the Company at
https://www.goldstonetech.com/ investor-corner/.
The Nomination and Remuneration Policy and other matters provided in
Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been
disclosed in the Corporate Governance Report, which forms part of this Report.
MEETINGS:
During the year under review, 8 (Eight) Board Meetings, 6 (Six) Audit
Committee Meetings, 3 (Three) Nomination and Remuneration Committee Meeting, 6 (Six)
Stakeholder Relationship Committee Meetings and 1 (One) Independent Directors Meeting were
convened and held. The details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings were within the period
prescribed under the Companies Act, 2013 and Listing Regulations.
COMMITTEES OF THE BOARD:
There are various Board constituted Committees as stipulated under the
Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee. Brief details pertaining to composition, terms of
reference, meetings held and attendance of these Committees during the year have been
enumerated in the Corporate Governance Report.
AUDIT COMMITTEE RECOMMENDATIONS:
During the year, all recommendations of Audit Committee were approved
by the Board of Directors.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details on the familiarization program for Independent Directors
are reported in the Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that: a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period; c) the directors
had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis;
e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
SUBSIDIARIES AND ASSOCIATES:
As on 31 March 2023, we are having two wholly owned subsidiary
Companies;
a) Staytop Systems Inc., having its Registered Office situated at
9660 Falls of Neuse Rd., Ste. 138 Unit 161, Raleigh, North Carolina, 27615 and
b) Wowtruck Technologies Private Limited (formerly known as Equitas
Technologies Private Limited) having its Registered Office situated at 601, 6 Floor,
Phase I, Spencer Plaza, 769, Anna Salai, Mount Road, Chennai 600002, Tamil Nadu.
We would like to bring to the notice of the members that during the
financial year, the Board in its meeting held on 16 May, 2022 had decided to acquire
substantial stake ranging from 51% to 100% in the equity share capital of M/s. Equitas
Technologies Private Limited (“ETPL”). Consequently on 5 July, 2022, the Company
had completed the acquisition of M/s. Equitas Technologies Private Limited (“ETPL”)
(now known as “Wowtruck Technologies Private Limited”) by acquiring the
equity shares from M/s. Equitas Holdings Limited in terms of the Share Purchase Agreement
and other related documents (the “Agreement”) which were executed between
the Company, M/s. Equitas Technologies Private Limited (“ETPL”) and M/s.
Equitas Holdings Limited. Therefore, pursuant to the acquisition of 2,49,99,999 equity
shares (99.62% stake) by the company from Equitas Holdings Limited, and balance 96,000
equity shares (0.38% stake) from an Individual shareholder Mr. MVP Mohan Sharma, M/s.
Equitas Technologies Private Limited (“ETPL”) now known as M/s. Wowtruck
Technologies Private Limited has become Wholly-Owned Subsidiary of the Company i.e. M/s.
Goldstone Technologies Limited. Post the acquisition the name of the Company was changed
from M/s. Equitas Technologies Private Limited to M/s. Wowtruck Technologies Private
Limited w.e.f. 4 November, 2022. The acquisition will help the Company in its foray into
the e-commerce and fintech space as M/s. Wowtruck Technologies Limited (“WTPL”)
(formally known as “Equitas Technologies Private Limited”) is an existing
aggregator of trucks/logistics provider having substantial presence in Southern India
region with 30,000 plus registered users. Post this acquisition, the Company is planning
to introduce electric vehicle fleet into the portal and also providing finance solutions
for the fleet owners through tie ups with NBFCs/Financing organizations under one
umbrella.
During the year under review except as mentioned above, no further
investments were made in the subsidiaries. Other than the above no other company is
Associate or Joint Venture during the year under review.
M/s. Staytop Systems Inc and M/s. Wowtruck Technologies Private Limited
(formerly known as M/s. Equitas Technologies Private Limited, are material subsidiaries of
the Company as per the thresholds laid down under the applicable regulations of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations, 2015. The Company has framed a policy on Material Subsidiaries as approved by
the Board and the same has been uploaded on the Company's website
https://www.goldstonetech.com/investor-corner/
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient feature of the financial statement of a company's subsidiary or
subsidiaries, associate company or companies and joint venture or ventures is in the
prescribed format AOC-1 are appended as “Annexure 1” to the Board`s
report.
CONSOLIDATED FINANCIAL STATEMENTS:
The Board of Directors ('the Board') reviewed the affairs of the
Subsidiaries. In accordance with Section 129 (3) of the Companies Act, 2013 and applicable
Accounting Standards we have prepared consolidated financial statements of the Company and
its subsidiaries which will form part of the Annual Report.
In accordance with Section 136 of the Companies Act, 2013 the Audited
financial statements including the consolidated financial statements and related
information of the Company and audited accounts of each of its subsidiaries are available
on website of the Company https://www.goldstonetech.com/ investor-corner/. These documents
will also be available for inspection during the business hours at the registered office
of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
At Goldstone, we maintain a system of well-established policies and
procedures for internal control of operations and activities. We constantly strive to
integrate the entire organisation, strategic support functions, such as finance, human
resources, and regulatory affairs into core operations, such as Analytics segment,
consulting services and license reselling, technical, support, and the supply chain. The
internal audit function is further strengthened in conjunction with the statutory auditors
to monitor statutory and operational matters. Adherence to statutory compliance is a key
focus area for the entire leadership team of the Company.
The Audit Committee deliberated with the members of the management,
considered the systems as laid down and met the internal auditors and statutory auditors
to ascertain, their views on the internal financial control systems. The Audit Committee
satisfied itself as to the adequacy and effectiveness of the internal financial control
system as laid down and kept the Board of Directors informed. Internal Audit system brings
significant issues to the attention of the Audit Committee for periodic review. However,
the Company recognizes that no matter how the internal control framework is, it has
inherent limitations and accordingly, periodic audits and reviews ensure that such systems
are updated on regular intervals.
DEPOSITS:
The deposits covered under Chapter V of the Companies Act, 2013 were
neither accepted during the year nor remained unpaid or unclaimed as at the end of the
financial year 2022- 23. As such, there has been no default in repayment of deposits or
payment of interest thereon at the beginning or at the end of the year.
COST RECORDS:
Maintenance of cost records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013, is not applicable on the Company.
Accordingly, such records are not made and maintained.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provisions of Section 135 of Companies Act, 2013, every
company having net worth of rupees five hundred crore or more or turnover of rupees one
thousand crore or more or a net profit of rupees five crore or more, during immediately
preceding financial year shall constitute a Corporate Social Responsibility Committee of
the Board. As your company doesn't fall under the provisions of section 135 of Companies
Act, 2013, hence it is not applicable to company.
INSURANCE:
All the properties of your Company including its building, systems,
servers & Machinery has been covered by adequate Insurance Coverage and also the
Company has Insurance coverage for Director and Officer and other liability insurance have
been adequately insured.
AUDITORS:
Statutory Auditors:
M/s. P. Murali & Co., Chartered Accountants, Hyderabad were
appointed as the statutory auditors of the Company by the Board of Directors of the
Company in their meeting held on 27 May, 2022 for a term of 5 (Five) consecutive years
commencing from the conclusion of the 28 Annual General Meeting until the conclusion of
the 33 Annual General Meeting. The appointment was also approved by the members of the
Company by way Ordinary Resolution in the 28 Annual General Meeting of the Company held on
28 September, 2022.
Pursuant to the amendments made to Section 139 by the Companies
(Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification
of the members for appointment of Statutory Auditors has been withdrawn. In view of the
same, the ratification of members for continuance of appointed M/s. P. Murali & Co.,
Chartered Accountants, as the Statutory Auditors of the Company, will not be sought in the
ensuing Annual General Meetings.
The Audit Committee of your Company meets periodically with Statutory
Auditors and Internal Auditors to review the performance of the Internal Audit, to discuss
the nature and scope of statutory auditors functions, and to discuss auditing, internal
control and financial reporting issues. To ensure complete independence, the statutory
auditor and the internal auditor have full access to the Members of the Audit Committee to
discuss any matter of substance.
The Report of the Auditors for the year ended 31 March, 2023 forming
part of this Annual Report does not contain any qualification, reservation, observation,
adverse remark or disclaimer.
Internal Auditors:
M/s. CKS & Associates, Chartered Accountants, Hyderabad were
appointed as internal Auditors for conducting the internal audit of the company for the
financial year 2022-23. The main thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry.
The summary of Significant Audit Observations along with
recommendations and its implementations are reviewed by the Audit Committee on a
periodical basis and concerns, if any, are reported to Board. There were no adverse
remarks or qualification on accounts of the Company from the Internal Auditor.
Secretarial Auditor:
The company had appointed M/s. Prathap Satla & Associates,
Practising Company Secretaries, Hyderabad to undertake the Secretarial Audit of the
Company for the financial year 2022-23 pursuant to provisions of Section 204 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The Secretarial Audit report for the financial year 2022-23 is
annexed herewith as “Annexure - 2” to the Board Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark. During the
year under review, the Company has complied with the applicable provisions of the
Secretarial Standards.
Annual Secretarial Compliance Report:
M/s. Prathap Satla & Associates, Practising Company Secretaries,
Hyderabad had undertaken an audit for the financial year ended March 31, 2023 and
accordingly issued the Annual Secretarial Compliance Report for st
the year ended 31 March, 2023, with all applicable compliances as per
SEBI's Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial
Compliance Report issued by M/s. Prathap Satla & Associates, Practising Company
Secretaries, Hyderabad had been submitted to the Stock Exchanges.
Reporting of frauds by auditors:
During the year under review, neither the statutory auditors nor the
secretarial auditor has reported any instances of fraud committed against the Company by
its officers or employees to the audit committee, under Section 143 (12) of the Companies
Act, 2013.
SECRETARIAL STANDARDS:
The Board has devised proper systems and processes for complying with
the requirements of applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of The Companies Act, 2013 are given in Note no. 31 of
Standalone Financial Statements and to Note No. 30 of Consolidated Financial Statements.
RELATED PARTY DISCLOSURES:
There are no materially significant related party transactions made by
the Company with Promoters, Key Managerial Personnel or with entities where promoter/KMPs
/Directors are interested and other related parties who may have potential conflict of
interest with the Company. All the related party transactions which were entered into by
the Company during the year under review, were on arms' length basis and in the ordinary
course of business. The related party transactions are disclosed in the notes to the
accounts, as per the relevant accounting standards.
Accordingly, the disclosure of related party transactions as required
in Form AOC- 2 pursuant to Rule 8 (2) of the Companies (Accounts) Rules, 2014 are not
required.
During the year, pursuant to Regulation 23 of the SEBI Listing
Regulations, all related party transactions were placed before the Audit Committee for
approval and also disclosed to the stock exchanges on half yearly basis. The same are also
available on the website of the Company.
A Policy on materiality of RPTs stipulating the threshold limits and
also on dealing with, pursuant to SEBI Listing Regulations has been placed on the
Company's website
https://www.goldstonetech.com/investor-corner/.
RISK MANAGEMENT:
Pursuant to Section 134 (3) (n) and Regulation 21 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations,
2015 read with relevant provisions of the Companies Act 2013, the Company is implementing
all measures to mitigate and manage the risk including identification therein of elements
of risk if any which in the opinion of the Board may threaten the existence of the
company.
At present the company has not identified any element of risk which may
threaten the existence of the company.
PREVENTION OF INSIDER TRADING:
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as
amended, the Company has adopted the Code of Internal Procedures and Conduct for
Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate
Relatives along with Code of Fair Disclosures and a copy of the same are available on
company's website at
https://www.goldstonetech.com/investor-corner.
POLICIES UNDER SEBI (LODR) REGULATIONS 2015:
We seek to promote and follow the highest level of ethical standards in
all our business transactions guided by our value system. The Board has formulated and
adopted the following policies as required under Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 v Archival
Policy v Policy on Material Subsidiary v Determination of Materiality of Events v
Preservation of Documents Policy
All the policies adopted are hosted on the website of the Company
https://www. goldstonetech.com/investor-corner. The policies are reviewed periodically by
the Board and updated as needed.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of the Section 177 (9) & (10) of the
Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board adopted a Vigil Mechanism called `Whistle Blower Policy' for
directors and employees to report the management /Audit Committee instances of unethical
behavior, actual or suspected, fraud or violation of company`s code of conduct or ethics
policy. There were no allegations / disclosures / concerns received during the year under
review in terms of the vigil mechanism established by the Company.
The Vigil Mechanism also provided adequate safeguards against
victimization of employees who avail of the mechanism and also provides for direct access
to the Chairman of the Audit committee in exceptional cases further it has also been
uploaded in the Company`s web site; https://www.goldstonetech.com/investor-corner/
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Your Company strongly supports the rights of all its employees to work
in an environment free from all forms of harassment. In order to comply with provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules framed thereunder, the Company has formulated and implemented a policy on
prevention, prohibition and redressal of complaints related to sexual harassment of women
at the workplace. All women employees permanent, temporary or contractual are covered
under the above policy. The policy aims to provide protection to Employees at the
workplace.
An Internal Complaint Committee (ICC) has been set up in compliance
with the said Act. To build awareness in this area, the Company has been conducting
awareness sessions during induction. During the year under review, no complaints
pertaining to sexual harassment of women employees were reported.
EXTRACT OF ANNUAL RETURN:
In pursuant to the provisions of Section 134 (3)(a) of the Companies
Act, 2013, extract of Annual Return in form MGT-9 is placed on the website of the Company.
Pursuant to provisions of section 92(3) of the Act, Form MGT-9 is available on the website
of the company at www.goldstonetech.com/investor-corner/.
LISTING ON STOCK EXCHANGES:
Presently, the Company's Shares are listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE). The Company confirms that it has paid
Annual Listing Fees due to all the Stock Exchanges where the Company's securities are
listed for the year 2023-24.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
As per the Regulation 34(3) read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations,
2015 the Corporate Governance and Management Discussion & Analysis Report, which form
an integral part of this Report, are attached as
“Annexure - 3” and “Annexure - 4”
respectively, together with the Certificate from the auditors of the Company regarding
compliance with the requirements of Corporate Governance.
MANAGING DIRECTOR AND CFO CERTIFICATION:
As required under the SEBI (LODR) Regulations, 2015, the Managing
Director and the CFO Certification is attached to Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF
CODE OF CONDUCT
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria
of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have complied
with Schedule IV of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the
Independent Directors have confirmed that he/ she meets the criteria of independence as
provided in clause (b) of sub-regulation (1) of regulation 16 and that they are not aware
of any circumstance or situation, which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board of Directors and Committee(s). The Directors possess integrity, expertise and
experience in their respective fields.
N O N - E X E C U T I V E D I R E C T O R S ' COMPENSATION AND
DISCLOSURES:
None of the Independent / Non-Executive Directors have any pecuniary
relationship or transactions with the Company which in the Judgment of the Board may
affect the independence of the Directors.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There were no material changes and commitments affecting the financial
position of the Company that have occurred between the end of the financial year i.e. 31
March, 2023 to which the financial statements relate and the date of the Report except for
the fact that the Company is in process of entering into a Joint Venture Agreement to set
up a Joint Venture Company partnering with German e-mobility major, Quantron AG.
The JV will operate out of Augsburg, in Germany and from Hyderabad, with plans to set up a
US entity in Q3 2023. The JV company operating out of Germany will be focusing on
providing various solutions through an AI supported platform. With these developments, the
business is expected to grow significantly and expects to increase profits and also the
company has put in place measures to reduce cost and improve the bottom-line.
PARTICULARS OF CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS:
Information on conservation of energy, technology absorption, foreign
exchange and outgo as required under sec 134 (3) (m) of the Companies Act, 2013 read with
Rule 8 of the companies (Account) Rules, 2014 is annexed herewith as “Annexure - 5”.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to 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 ('Rules') are enclosed as “Annexure 6”
to the Board`s report.
During the year none of the employees is drawing a remuneration of Rs.
1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the
limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
In terms of the first proviso to Section 136 of the Act, the Reports
and Accounts are being sent to the Shareholders excluding the information required under
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. Members who are interested in obtaining the same may write to the Company
Secretary at the Registered Office of the Company. The said information is available for
inspection by the Members at the Registered Office of the Company on any working days of
the Company upto the date of the 29 Annual General Meeting.
PERSONNEL:
Personnel relations have remained very cordial during the period.
GOING CONCERN STATUS:
There were no significant and material orders passed by Regulators or
Courts or Tribunal impacting the Company's going concern status and / or its future
operations.
EVENT BASED DISCLOSURES: a) Postal Ballot Notice sent on 15.04.2022:
Based on the approval of the Board of Directors of the Company in their
meetings held on 11.02.2022 and 28.03.2022, the following resolutions were also passed by
the members of the Company vide postal ballot notice date 28.03.2022, sent on Friday, 15th
April, 2022 to those Members of the Company whose names appeared in the Register of
Members / List of Beneficial Owners maintained by the Company/ Depositories respectively
as at close of business hours on Friday 8th April, 2022 (the 'Cut-off date')
seeking their approval on the following resolutions, being Special Resolution(s), through
Postal Ballot. The remote e-voting period for this postal ballot notice commenced on Saturday,
April 16, 2022 from 9.00 a.m. (IST) and ended on Sunday, May 15, 2022 at
5.00 p.m. (IST) and the following resolutions were deemed to be approved on 15.05.2022
(the last date of E-Voting). a. Alteration of the main objects clause of the Memorandum of
Association of the Company. b. Adoption of new set of Memorandum of Association of the
Company as per the Companies Act, 2013. c. Adoption of new set of Articles of Association
of the Company as per the Companies Act, 2013. d. Approve Goldstone Technologies Limited
Employee Stock Option Plan (GTLESOP 2022). e. Change in designation of Mr. Pavan Chavali
(DIN: 08432078) from Whole-time Director of the Company to Managing Director of the
Company for a term of 5 (five) years. f. To approve increase in remuneration of Mr. Pavan
Chavali, Managing Director of the Company.
b) Acquisition of M/s. Wowtruck Technologies Private Limited (Formally
known as Equitas Technologies Private Limited:
As approved by the Board of Directors of the Company in their meeting
held on 16 May, 2022, the Company completed the acquisition of M/s.
Wowtruck Technologies Private Limited (formally known as M/s. Equitas
Technologies Private Limited (“ETPL”) on 5 July, 2022 by acquiring the
equity shares from M/s. Equitas Holdings Limited in terms of the Share Purchase Agreement
and other related documents (the “Agreement”) which were executed between
the Company, M/s. Equitas Technologies Private Limited (“ETPL”) and M/s.
Equitas Holdings Limited. Therefore, pursuant to the acquisition of 2,49,99,999 equity
shares (99.62% stake) by the company from Equitas Holdings Limited, and balance 96,000
equity shares (0.38% stake) from an Individual shareholder Mr. MVP Mohan Sharma, M/s.
Equitas Technologies Private Limited (“ETPL”) now known as M/s. Wowtruck
Technologies Private Limited has become Wholly-Owned Subsidiary of the Company. Post the
acquisition the name of the Company was changed from M/s. Equitas Technologies Private
Limited to M/s. Wowtruck Technologies Private Limited w.e.f. 4 November, 2022. The
acquisition will help the Company in its foray into the e-commerce and fintech space as
M/s. Wowtruck Technologies Limited (“WTPL”) (formally known as
“Equitas Technologies Private Limited”) is an existing
aggregator of trucks/logistics provider having substantial presence in Southern India
region with 30,000 plus registered users. Post this acquisition, the Company is planning
to introduce electric vehicle fleet into the portal and also providing finance solutions
for the fleet owners through tie ups with NBFCs/Financing organizations under one
umbrella.
c) Postal Ballot Notice sent on 12.01.2023:
Based on the approval of the Board of Directors of the Company in their
meetings held on 10 January, 2023, the Postal Ballot notice dated 10 January, 2023 was
sent on Thursday, 12 January, 2023 to those Members of the Company whose names appeared in
the Register of Members / List of Beneficial Owners maintained by the Company/
Depositories respectively as at close of business hours on Friday 6 January, 2023 (the
'Cut-off date') seeking their approval for Appointment of Mr. Deepankar Tiwari (DIN:
07621583) as the Independent Director of the Company. The remote e-voting period for this
postal ballot notice commenced on Saturday, January 14, 2023 from 9.00 a.m. (IST) and
ended on Sunday, February 12, 2023 at 5.00 p.m. (IST) and the special resolution
for approval of Appointment of Mr. Deepankar Tiwari (DIN: 07621583) as the Independent
Director of the Company was deemed to be approved on 12.02.2023 (the last date of
E-Voting).
ACKNOWLEDGEMENTS
Your Directors convey their sincere thanks to ICICI Bank and State Bank
of India for their support, guidance and assistance.
Your Directors wish to place on record their appreciation, for the
contribution made by the employees at all levels but for whose hard work, and support,
your Company's achievements would not have been possible. Your Directors also wish to
thank its customers, dealers, agents, suppliers, consultants, investors for their
continued support and faith reposed in the Company.
For and on behalf of the Board of Goldstone Technologies Limited
| Sd/- |
Sd/- |
L.P. Sashikumar |
Pavan Chavali |
| Director |
Managing Director |
| (DIN: 00016679) |
(DIN: 08432078) |
| Place: Hyderabad |
|
| Date: 31.08.2023 |
|
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