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Xchanging Solutions Ltd.

BSE: 532616 Sector: IT
NSE: XCHANGING ISIN Code: INE692G01013
BSE 00:00 | 24 Apr Xchanging Solutions Ltd
NSE 05:30 | 01 Jan Xchanging Solutions Ltd
OPEN 40.00
PREVIOUS CLOSE 40.80
VOLUME 753
52-Week high 65.00
52-Week low 25.00
P/E 18.39
Mkt Cap.(Rs cr) 432
Buy Price 38.80
Buy Qty 22.00
Sell Price 39.50
Sell Qty 47.00
OPEN 40.00
CLOSE 40.80
VOLUME 753
52-Week high 65.00
52-Week low 25.00
P/E 18.39
Mkt Cap.(Rs cr) 432
Buy Price 38.80
Buy Qty 22.00
Sell Price 39.50
Sell Qty 47.00

Xchanging Solutions Ltd. (XCHANGING) - Director Report


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Company director report

Dear Shareholders

The Board of Directors (Board) is pleased to present the Eighteenth Annual Report and the Audited Financial Statement of the Xchanging Solutions Limited (Company) for the financial year ended March 31 2019.

A. FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the financial year ended March 31 2019 and March 31 2018 are as under:

(INR in Lakhs)

PARTICULARSSTANDALONECONSOLIDATED
For the Financial year ended Mar 31 2019For the Financial year ended Mar 31 2018For the Financial year ended Mar 31 2019For the Financial year ended Mar 31 2018
Total Income640566411986520167
Total Expenditure393652391413715985
Profit before Interest Depreciation and Tax2469140257284182
Depreciation & Amortization3710247117
Finance Costs1414
Profit/(Loss) before Tax2431129656804061
Income Tax (including deferred tax)7847351009897
Net Profit/(Loss) after Tax164756146713164
Other Comprehensive Income/(Expenditure)2529293203
Total Comprehensive Income/(Expenditure)167259049643367
Earnings/(Loss) per shareRs.1.480.504.192.84

B. REVIEW OF OPERATIONS

During the financial year ended March 31 2019 the consolidated income of the Company was Rs. 19865 Lakhs as against Rs. 20167 Lakhs during the previous year ended March 31 2018. At a standalone level the total income of the Company for the financial year ended March 31 2019 amounted to Rs. 6405 Lakhs compared to Rs. 6641 Lakhs during the previous year ended March 31 2018.

C. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the financial year ended March 31 2019 as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 (Listing Regulations) is presented in a separate section and forms an integral part of this Report.

D. DIVIDEND

The Board does not recommend a dividend per equity share.

E. TRANSFER TO RESERVES

During the financial year under review the Company is not required to transfer any amount to the General Reserve.

F. SUBSIDIARY

Your company has 3 (three) direct subsidiaries and 2 (two) step down subsidiaries for the financial year ended March 31 2019.

Board of the Company has approved reduction of share capital of the Xchanging Solutions (Europe) Limited (XSEL) wholly owned subsidiary from 2664278 divided into 2664278 shares of 1 each to 1 divided into 1 share of 1 each and that the amount of the reduction be credited to the distributable reserves of the XSEL. Pursuant to Company's approval XSEL reduced its share capital to 1 share of 1 each on May 15 2019.

On May 20 2019 XSEL declared and paid dividend to the Company out the distributable reserves created as a part of above capital reduction. Thereafter the Board of the XSEL has recommended to the Company for approving its (XSEL) liquidation. Further Board of the Company has approved liquidation of XSEL on May 23 2019.

During the financial year ended March 31 2019 under review there have been no material changes in the business of the subsidiaries. In terms of Section 129(3) of the Companies Act 2013 (`Act') the Company has prepared a statement containing the salient features of the Financial Statement of subsidiaries in the prescribed Form AOC-1 which is attached to the Financial Statements of the Company.

The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your Company during business hours on all days except Saturdays Sundays and public holidays upto the date of the Annual General Meeting (`AGM') as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office. The financial statement including the consolidated financial statement and all other documents required to be attached with this report have been uploaded on to the website of your Company viz. http:// www.xchanging.com/investor-relations/xsl-content.

G. RELATED PARTY TRANSACTIONS

All Related Party Transactions were placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the company and can be accessed through the link http://www.xchanging.com/investor-relations/xsl-content. All related party transactions that were entered into during the financial year were on an `arm's length basis' and were in the ordinary course of business. The disclosure of transactions with the related parties are provided in the notes to the Standalone Financial Statements forming part of the Annual Report.

Particulars of contracts or arrangements with related parties in the prescribed Form AOC-2 is provided as Annexure - I to this Boards' Report.

H. AUDITORS

(i) Statutory Auditors and Auditors' Report

The Shareholders of the Company in the 16th AGM of the Company had appointed M/s Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) (Deloitte) as the Statutory Auditors of the Company to hold office from the conclusion of the 16th AGM till the conclusion of the 20th AGM of the Company subject to ratification of their appointment at every AGM by the shareholders if required pursuant to the provisions of the Companies Act 2013. Central Government vide Companies (Amendment) Act 2017 has amended the provisions of Section 139 of the Act and ratification of appointment of Statutory Auditors in every AGM is no longer required. Therefore matter relating to ratification of appointment of Deloitte is not required to be placed before the members at the ensuing 18th Annual General Meeting. The written consent from Deloitte to act as Statutory Auditor along with the certificate in compliance of the provisions of the Companies Act 2013 has been received The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended March 31 2019 pursuant to the provisions of the Act. The reports of Statutory Auditors forms part of the Annual Report. The reports are self-explanatory and does not contain any qualifications reservations or adverse remarks.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. Ankush Agarwal (M/s. Ankush Agarwal & Associates Company Secretaries) to undertake the Secretarial Audit of the Company. Accordingly in terms of provisions of Section 204(1) of the Act a Secretarial Audit Report given by the Secretarial Auditor of the Company in prescribed Form MR-3 is provided as Annexure -II.

The Secretarial Audit Report does not contain any qualification reservation or adverse remark except one instance relating to Regulation 33 of the Listing Regulations wherein financial results for the quarter and six months ended September 30 2018 were required to be filed with in 45 days from the end of the quarter (i.e. by November 14 2018). However the Company had submitted aforesaid financial results with the Stock Exchanges with a delay of one day on November 15 2018.

With respect to the aforesaid non-compliance under Regulation 33 of the Listing Regulations the Company had received notice from NSE (bearing reference no. NSE/LIST-SOP/REG-33/FINES/67978 dated November 30 2018) and the BSE (bearing reference no. LIST/ COMP/532616/Reg.33-quarter/sep-18/2018-19 dated November 30 2018) through which the NSE and the BSE had levied a fine of Rs. 5000/- for a delay of one day which was paid by the Company to the NSE and BSE both on December 6 2018.

Response from Board and Management is as follows:-The Company had intimated the Stock exchanges on October 22 2018 that meeting of Audit Committee & Board was scheduled on November 13 2018 for approving financial results for the quarter and six months ended September 30 2018. However due to sudden demise of Mr. Ashok Kumar Ramanathan Independent Director and Chairman of the Board on November 1 2018 the Audit Committee did not have the proper quorum to hold and conduct such meeting which was scheduled on November 13 2018. The Company had taken immediate steps to appoint an Independent Director and convened the Audit Committee and Board meeting for approving aforesaid result and the same was filed with the stock Exchanges on November 15 2018. Further the Company had already intimated the Stock Exchanges about the demise of Independent Director and re-scheduling of aforesaid Audit Committee & Board meeting on November 15 2018. The BSE & NSE have levied a penalty of Rs. 5000/- each which the Company has paid.

I. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

Details of loan Guarantee and Investment covered under Section 186 of the Act are provided in the notes to financial statements.

J. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

K. EMPLOYEES

(i) Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

a) Mr. Chandrasekhara Boddoju Rao - Managing Director and Chief Executive Officer (from August 9 2018)

b) Shrenik Kumar Champalal - Whole Time Director (from March 31 2018) Chief Executive Officer (Interim) (from March 31 2018 to August 8 2018).

Chief Financial Officer (from February 13 2019)

c) Suresh Akella - Chief Financial Officer (from May 29 2017 to November 15 2018)

d) Mayank Jain - Company Secretary (from February 26 2016)

(ii) Employees' Stock Option Plan (ESOP)

During the period under review no ESOP scheme exists in the Company.

(iii) Particulars of Employees and Related Disclosures

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (Rules) is appended as Annexure-III to the Report. The information as per Rule 5(2) of the Rules forms part of this Report. However as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. The same are available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

L. BOARD AND COMMITTEES

(i) Directors

The following Directors/Key Managerial Personnel have been appointed or ceased to be Director

S. No.NameDesignationAppointment DateCessation Date
1.Chandrasekhara Rao BoddojuManaging Director and Chief Executive OfficerAugust 9 2018-
2.Ashok Kumar RamanathanIndependent Director-November 1 2018
3.Venkatesh ShastryIndependent DirectorNovember 15 2018-
4.Rama NSIndependent DirectorApril 1 2019-
5.Shrenik Kumar ChampalalChief Executive Officer (Interim)-August 8 2018
Chief Financial OfficerFebruary 13 2019-
6.Suresh AkellaChief Financial Officer-November 15 2018

Based on the recommendation of the Nomination and Remuneration Committee appointments of Mr. Venkatesh Shastry and Mrs. Rama NS as Independent Directors are recommended for your approval in the ensuing Annual General Meeting.

Mr. Henry D'Souza has been appointed as an Independent Director of the Company for 5 (five) years w.e.f. May 25 2015. Accordingly first term of his office will be expiring on May 24 2020. Based on the recommendation of Nomination and Remuneration Committee re-appointment of Mr. Henry D'Souza as Independent Director for five years w.e.f. May 25 2020 are recommended for your approval in the ensuing Annual General Meeting.

Independent Directors are not liable to retire by rotation. Pursuant to the provision of Section 152(6) of the Companies Act 2013. Mrs. Kalpana Tatavarti Non-Executive Director being longest in the office retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for the reappointment. The Company has received requisite notices in writing from member(s) of the Company proposing the candidature of Directors of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Act and applicable Regulations of Listing Regulations. Further they have declared that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

All Directors have affirmed that they are not debarred from holding the office of a Director by virtue of any SEBI order or any other such Authority.

Company has taken the certificate from Mr. Ankush Agarwal (M/s Ankush Agarwal & Associates Company Secretaries) that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The Certificate is annexed to this Report as Annexure- IV

Further in the opinion of the Board the independent directors fulfill the conditions specified in Listing Regulations and they are independent of the management.

Brief resume and other details relating to the directors who are to be appointed/ re-appointed as stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standards issued by ICSI are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

Condolence

Mr. Ashok Kumar Ramanathan who was an Independent Director & Chairman of the Board passed away on November 1 2018. We the members of the Board wish to place on record our profound grief and deep sense of sorrow at the sad demise of Mr. Ashok Kumar Ramanathan.

(ii) Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act and Regulation 4 of Listing Regulations the Board has carried out an annual performance evaluation of its own performance and the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(iii) Remuneration Policy

The Remuneration Policy as approved by the Board on the recommendation of the Nomination and Remuneration Committee is available at http:// www.xchanging.com/investor-relations/xsl-content.

(iv) Board/Committee Composition and Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

(v) Familiarization Programme and Separate Meeting of Independent Director's

During the financial year ended March 31 2019 two separate meeting of the Independent Directors of the Company were held on May 14 2018 and May 24 2018 without the attendance of Non-Independent Directors and the Management team.

During their meeting held on May 24 2018 the Independent Directors discussed the matters specified in Schedule IV of the Act and Regulation 25 of the Listing Regulations.

The Nomination and Remuneration Committee of the Company at its meeting held on February 27 2015 had approved a familiarization programme for Independent Directors of the Company. The Familiarization programme for Independent Directors is available at http:// www.xchanging.com/investor-relations/xsl-content.

(vi) Audit Committee

This Committee comprises the following Directors viz. Mr. Ashok Kumar Ramanathan (Chairman of the Committee-till November 1 2018) Mr. Henry D'Souza (Chairman of the Committee- from November 15 2018) Mr. Venkatesh Shastry (from November 15 2018) and Mr. Shrenik Kumar Champalal (From March 31 2018). The Company Secretary acts as the Secretary to the Committee.

All the recommendations of the Audit Committee were accepted by the Board.

(vii)Directors' Responsibility Statement

Pursuant to section 134(5) of the Act your Directors based on the representations received from the Management and after due enquiry confirms that:

(a) in the preparation of the annual accounts for the financial year ended March 31 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected 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 2019 and of the profit of the Company for the financial year ended on that date;

(c) the Directors 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 irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were adequate and operating effectively during the financial year ended March 31 2019; 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 throughout the financial year ended March 31 2019.

M. GOVERNANCE

(i) Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and to adhere to the requirements set out by the Securities and Exchange Board of India. A detailed report on Corporate Governance along with the Certificate of Mr. Ankush Agarwal (M/s Ankush Agarwal & Associates Company Secretaries) confirming compliance with conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms an integral part of this Report.

(ii) Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report. The web-link to the Vigil Mechanism/Whistle Blower Policy is available at http://www.xchanging.com/investor-relations/xsl-content.

(iii) Risk Management

The Company has a Risk Management process which provides an integrated approach for managing the risks in various aspects of the business. The detailed framework is provided in the management discussion and analysis report.

(iv) Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to the financial statements.

(v) Disclosure under the Sexual Harassment of Women at the Work Place (Prevention Prohibition and Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. The Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment.

All employees are covered under this policy.

The following is the summary of the complaints received and disposed-off during the financial year ended March 31 2019:

a) No. of complaints filed during the financial year: Nil

b) No. of complaints disposed of during the financial year: Nil

c) Number of complaints pending as on end of the financial year: Nil The Company has complied with provisions relating to the constitution of Internal constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

N. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee had formulated and recommended a Corporate Social Responsibility Policy to the Board of the Company which was subsequently adopted and implemented by the Company. The web-link to the CSR Policy is available at http:// www.xchanging.com/investor-relations/xsl-content.

The detailed Annual Report on CSR activities is annexed herewith and marked as Annexure - V.

O. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENTTECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 regarding Conservation of Energy Research & Development Technology Absorption and Foreign Exchange Earning and Outgo is annexed herewith as Annexure - VI

P. OTHER DISCLOSURE

(i) Share Capital

There was no change in the paid- up share capital of the Company. As on March 31 2019 the paid -up capital of the Company was Rs. 1114037160. This comprises 111403716 equity shares of Rs. 10/- each fully paid-up.

The Company has not issued any sweat equity shares or equity shares with differential rights during the financial year.

(ii) Open Offer and Minimum Public shareholding

The shareholding of the promoter and promoter group in Xchanging Solutions Limited (Target Company) had increased to 78.77% due to an open offer made inter-alia by CSC Technologies India Private Limited (CSC). This open offer was consummated on January 6 2017 (the First Open Offer).

In terms of Regulation 7(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 (Takeover Regulations) read together with Rule 19A(2) of the Securities Contracts (Regulation) Rules 1957 (SCRR) if an acquisition of shares tendered under an open offer results in the shareholding of the acquirer and persons acting in concert with the acquirer (in our case being the members of the promoter and the promoter group of the Target Company) going beyond 75% they are required to bring down their shareholding to 75% within 12 (twelve) months from the date of such increase. Since the maximum non-pubic shareholding crossed this threshold pursuant to the First Open Offer on January 6 2017 the Target Company was required to bring down the shareholding of its promoter and promoter group to 75% by January 5 2018.

However in the interim due to the execution of a Merger Agreement on May 24 2016 inter-alia between Hewlett Packard Enterprise Company and Computer Sciences Corporation a fresh open offer was triggered (Second Open Offer). Subsequently an application for informal guidance was filed with SEBI to seek clarifications on whether the aforesaid Merger Agreement triggered any obligation to make an open offer under the Takeover Regulations. Pursuant to SEBI's response to the said application necessary steps were taken in respect of the Second Open Offer. The Public Announcement in this regard was made on November 17 2017 and the Detailed Public Statement was published on November 24 2017. The Second Open Offer was completed on June 11 2018. Pursuant to the Second Open Offer the shareholding of the promoter and promoter group of the Target Company has increased to 90.8%.

In terms of Regulation 2(1)(p) of the Takeover Regulations offer period has been defined to mean the period between the date of entering into an agreement formal or informal to acquire shares voting rights in or control over a target company requiring a public announcement or the date of the public announcement as the case may be and the date on which the payment of consideration to shareholders who have accepted the open offer is made or the date on which open offer is withdrawn as the case may be. Further in terms of Regulation 25(4) of the Takeover Regulations an acquirer and persons acting in concert with the acquirer (in our case being the members of the promoter and the promoter group of Target Company) are not permitted to sell their equity shares during the `offer period'. Accordingly the `offer period' for the Second Open Offer commenced on May 24 2016 and concluded on June 11 2018. Based on the foregoing the members of the promoter and promoter group of the Target Company were unable to comply with minimum public shareholding requirements by way of an `offer for sale' until the Second Open Offer concluded on account of the said restriction under the Takeover Regulations. Given that the Second Open Offer has now concluded the acquirer and persons acting in concert with the acquirer (in our case being the members of the promoter and the promoter group of the Target Company) will bring down the non-public shareholding in the Target Company to the level specified and within the time prescribed in the SCRR Takeover Regulations and applicable SEBI guidelines.

Further promoters submitted that the aforesaid has been disclosed in the Letter of Offer dated May 8 2018. Moreover Promoters submitted that clarifications in relation to the foregoing have also been submitted to SEBI by way of the letter dated December 30 2017 in response to SEBI's interim observations on the Draft Letter of Offer in relation to the Second Open Offer.

(iii) Statutory Disclosures

None of the Directors of your Company are disqualified as per provision of Section 164(2) of the Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Act and the Listing Regulations.

(iv) Extract of Annual Return

Pursuant to Sub-section 3(a) of Section 134 and Subsection (3) of Section 92 of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of the Annual Return as on March 31 2019 in Form MGT-9 is attached herewith as Annexure -VII and forms a part of this Report.

(v) Compliance of Secretarial Standards

During the financial year under review the Company has complied with applicable Secretarial Standards on Board and General Meetings specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act 2013.

(vi) Appointment of Independent Director in an unlisted material Subsidiary

Pursuant to Regulation 24 of the Listing Regulations Mr. Henry D'Souza Independent Director of the Company has been appointed as Independent Director w.e.f. April 1 2019 on the board of Director of Company's unlisted material subsidiary i.e. Xchanging Solutions (USA) Inc and Xchanging Solutions Singapore Pte Limited.

(vii) Change of registered office

The Board of Directors have approved the change of registered office of the Company from SJR I-Park Plot No. 13 14 15 EPIP Industrial Area Phase I Whitefield Bangalore - 560066 to Kalyani Tech Park - Survey No 1 6 & 24 Kundanhalli Village K R Puram Hobli Bangalore - 560 066 w.e.f. August 1 2019.

(viii) Responsibility For Standalone:

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Boards' Report including Annexures to Board's Report Management Discussion and Analysis and Corporate Governance Report including annexures thereon but does not include the standalone financial statements and auditor's report thereon.

For Consolidated:

The Parent's (Xchanging Solutions Limited) Board of Directors is responsible for the other information. The other information comprises the information included in the Boards' Report including Annexures to the Board's Report Management Discussion and Analysis and Corporate Governance Report including annexures thereon but does not include the consolidated financial statements and auditor's report thereon.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company's Bankers Regulatory Bodies and Stakeholders including other business associates who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by executives officers and staff at all levels of the Company resulting in the successful performance of the Company during the year under review. We look forward to your continued support in the future.

For and on behalf of the Board of Directors
Chandrasekhara Rao BoddojuShrenik Kumar Champalal
Managing Director & ChiefWhole Time Director &
Executive OfficerChief Financial Officer
Place: BangalorePlace: Bangalore
Date: May 23 2019Date: May 23 2019