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GSS Infotech

BSE: 532951|NSE: GSS|ISIN: INE871H01011|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '18    Mar 16

BOARD''S REPORT

Dear Members,

We are delighted to present the report on our business and operations for the financial year ended 31st March 2018

FINANCIAL RESULTS

The Company''s Financial results (standalone & consolidated) for the year ended 31st March 2018 is provided in the Annual Report.

(Rs in Lakhs)

Particulars

Consolidated

Standalone

2017-18

2016-17

2017-18

2016-17

Net sales/income from operations

14,177.47

15,486.22

2,275.13

2,339.53

Less: Direct cost Indirect Cost

1,713.41 11,742.60

3,091.81 12,235.03

319.40 1,609.99

279.15 2,085.75

Profit / (Loss) from operations before other income, finance costs and exceptional items

721.46

159.38

345.74

(25.37;

Other income

7.85

106.40

0.99

97.67

Prof it /(Loss) from ordinary activities before finance costs and exceptional items

729.31

265.78

346.73

72.30

Finance costs

106.60

157.15

28.31

85.00

Profit / (Loss) from ordinary activities after finance costs but before exceptional items

622.71

108.63

318.42

(12.70)

Exceptional items*

-

5,284.38

-

4,324.49

Profit / (Loss) from ordinary activities before tax

622.71

(5,175.75;

318.42

(4,337.19)

Tax expense

(109.37)

637.97

(129.12)

631.14

Net Profit/ (Loss) from ordinary activities after tax

732.08

(5,813.72)

447.54

(4,968.33)

Net Profit / (Loss) for the period

732.08

(5,813.72)

447.54

(4,968.33)

*ln the Financial Year 2016-17, the Company had provided for Rs. 3,329.58 lakhs towards diminution in the value of Company''s Investment in Wholly owned foreign subsidiaries, consequent upon sale of one of the step down WOS as per the audited financials of WOS. Further, exceptional items include old advances not recoverable amounting to Rs. 800 lakhs and reversal of lapsed advance tax of Rs. 194.90 lakhs.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year ended 2017-18 and the date of this report.

I. STATE OF COMPANY''S AFFAIRS

GSS primary focus is in the ADMS (Application Development and Maintenance Services), IMS (Infrastructure Management Services) and Healthcare services, while our major revenue contributor has been Professional Services. We continue to execute our business operations under the same units as last year. As we continue to meet customers, we remain convinced of the huge potential our company has given the services we offer today. We not only intend to leverage on our existing customer base to drive growth we will also be focusing on emerging technologies in the Business Intelligence and Analytics areas, which will be driving transformation and be within the demand circle.

II. CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2017-18, are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India (SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary companies, as approved by their respective Board of Directors.

III. SUBSIDIARIES

A separate statement (Form No. AOC-1) containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company www.gss infotech.com

IV. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses during the financial year ended 31st March, 2018, is enclosed as Annexure [F] to this report.

V. CORPORATE GOVERNANCE REPORT

In compliance with the Regulations 34 of Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report and is enclosed as Annexure [G] to this report.

VI. DIVIDEND

The Board of Directors did not recommend dividend for the financial year ended 31st March, 2018.

VII. PUBLIC DEPOSITS

During the financial year 2017-18, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

VIII. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Bhargav Marepally, Managing Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible have offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. Your Directors recommend the re-appointment of Mr. Bhargav Marepally (DIN 00505098), as Managing Director of your Company.

Mr. Mark Agnelo Silgardo has resigned as Non-Executive Director of the Company with effect from 17th January, 2018.

Mr. Madhukar Chimanal Sheth has resigned as Non-Executive Director of the Company with effect from 14th February, 2018.

Mr. Sanjay Heda has resigned as Chief Financial Officer of the Company with effect from 01st June, 2018.

Mr. Vishnubhatla Ravikumar Jatavallabha appointed as Chief Financial Officer of the Company with effect from 04th June, 2018.

Mrs. Esha Sinha has resigned as Company Secretary and Compliance Officer of the Company with effect from 13th November, 2017.

Mr. Mohammad Anwar ul Haq Abdul Mannan appointed as Company Secretary and Compliance Officer of the Company

with effect from 15th November, 2018.

Key Managerial Personnel:

• Mr. Bhargav Marepally is the Chief Executive Officer and Managing Director of the Company.

• Mr. Vishnubhatla Ravikumar Jatavallabha is the Chief Financial Officer of the Company.

• Mr. Mohammad Anwar ul haq Abdul Mannan is the Company Secretary and Compliance Officer of the Company.

The Key Managerial Personnel have been appointed in accordance with the provisions of section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Bhargav Marepally, CEO & Managing Director, Mr. Vishnubhatla Ravikumar Jatavallabha, CFO and Mr. Mohammad Anwar ul haq Abdul Mannan, Company Secretary & compliance officer, are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Annual Evaluation of Board''s Performance:

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the Listing Regulations, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have annually evaluated the effectiveness of the Board/Director(s) for the financial year 2017-18.

IX. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES: The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report. None of the Directors draw remuneration from the Company other than sitting fees paid to the eligible directors.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors of your Company is set out in Annexure [B] to this report and is also available on the website of your Company (www.gssinfotech.com).

X. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report Annexure [G] which forms an integral part of this Report.

XI. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013, read with the Schedules and Rules issued thereunder as well as Listing Regulations.

XII. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable Indian Accounting Standards (Ind AS) and Schedule III of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force) have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended 31st March, 2018;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern'' basis;

(e) Proper Internal Financial Controls laid down by the Directors were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

XIII. AUDITORS AND AUDITOR''S REPORT

The Statutory Auditors of the Company, M/s. Sarath and Associates, Chartered Accountants (Firm Registration No. 005120S) were re-appointed by the members at the 13th AGM held on 30th September, 2016, for a term of three (3) years till the conclusion of the 16th Annual General Meeting of your company to be held in 2019, in accordance with section 139 of the Companies Act, 2013.

The Auditors'' Report issued by the Statutory Auditors for the financial year ended 31st March 2018 forms part of this Report and does not contain any Audit qualification, for which the reply of Directors is required.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) orre-enactment(s)forthetime being in force).

XIV. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Sunil Kumar Kacham from M/s. SUNIL KACHAM AND ASSOCIATES, Practicing Company Secretaries (Membership No.: 46155, and CP No: 16820), Hyderabad, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure [C] to this Report. The Secretarial Audit report issued by the Secretarial Auditor for the financial year ended 31st March, 2018 forms part of this report and does not contain any Audit Qualifications, for which the reply of the Directors is required.

XV. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure [D] to this Report.

XVI. RELATED PARTY TRANSACTIONS

During the financial year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Listing Regulations. During the financial year 2017-18, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Indian Accounting Standard - 24 are set out in point 30 of the notes to the Standalone Financial Statements forming part of this Annual Report.

The Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [E] to this Report.

XVII. LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company.

(i) Investments in Equity Instruments in wholly owned Subsidiaries as at 31st March, 2018:

(In Indian Rs)

Particulars

31st March 2018

31st March 2017

GSS Infotech Inc (Delaware)

GSS Infotech Inc (Delaware) 1,500 (31-March-2017: 1,500) equity shares of $ 1 each fully paid up in GSS Infotech Inc (Delaware)

736,185,789

540,522,338

GSS Healthcare IT Solutions Private Limited

9,990 (31- March-2017: 9,990) Equity Shares of Rs. 10/-Each fully paid up in GSS Healthcare IT Solutions Private Limited.

99,900

99,900

GSS IT Solutions Private Limited

9,990 (31- March-2017: 9,990) Equity Shares of Rs. 10/-Each fully paid up in GSS IT Solutions Private Limited.

99,900

99,900

B. Details of Amounts advanced to Subsidiary Companies by the Company pursuant to clause 32 of the Listing Agreement as at 31st March 2018:

(In Indian Rs)

Name of Subsidiary

Balance as at 31.03.2018

Balance as at 31.03.2017

GSS Infotech Inc (Delaware)

14,42,21,972

14,37,78,485

GSS IT Solutions Pvt. Ltd

0.00

18,50,000

GSS Healthcare IT Solutions Pvt. Ltd

0.00

1,48,21,533

These amounts are advanced to fully owned subsidiaries towards carrying out the principal business activities of the subsidiaries. These funds are utilized in the regular course of business by the subsidiaries and shall be received back. Interest is not charged since these amounts are advanced to subsidiaries for the purpose of overall growth of the business of the GSS Group.

C. There a re no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

XVIII. EMPLOYEE STOCK OPTION SCHEME:

The Stock exchanges accorded in-principal approval for listing of 20,00,000 shares under the GSS Infotech Limited Restricted Employee Stock Option Plan 2013. However, no shares were granted to the eligible employees during the financial year ended 31st March, 2018.

XIX. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulation. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Annexure [G] report which forms part of this report.

XX. INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate Internal Financial Controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards (Ind AS) prescribed in the Companies (Indian Accounting Standards) Rules, 2015 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with Generally Accepted Accounting Principles (GAAP) in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

Your Company, in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. The basis of such judgements and estimates are also approved by the Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

Your Company has a code of conduct applicable to all its employees along with a Whistle Blower Policy which requires employees to update accounting information accurately and in a timely manner. Any non-compliance noticed is to be reported and actioned upon in line with the Whistle Blower Policy. Your Company gets its standalone accounts audited every quarter by its Auditors.

XXI. RISK MANAGEMENT

The Board regularly discusses the significant business risks identified by the Management and the mitigation process to be adopted by the Company. At present, there exists no element of risk which threatens the existence of the Company.

XXII. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

XXIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions under Section 135 of the Companies Act, 2013 are not applicable to your Company.

XXIV. REPORTING UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

XXV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Details of Conservation of Energy:

Your Company''s operations consume very low levels of energy. It is pleasure to announce that your Company''s technology center has latest technology energy management system based on human occupancy. As the cost of energy consumed by the Company forms a very small portion of the total costs, the impact of changes in energy cost on total costs is insignificant.

ii. Technology, absorption, adaptation and innovation

Your Company is a technology driven organization and understands the importance of technical expertise from time to time. It has successfully built such expertise over a period of years and shall continue to with emerging technologies to be on a leading edge to offer its customers the state of art solutions.

Your Company''s quality systems are ISO 9001:2008 and ISO 27001:2005 certified, which reflects a high degree of technology absorption, adoption and innovation across various operating layers within the Company. During the year technology absorption activities, have mainly created on:

• Network Operations Center

• Disaster Recovery Center

• IT Infrastructure Management

• Offshore Development Center using BOT delivery model

• Software Testing Service using SaaS Model

• Wholly owned subsidiary rendering BPO healthcare services in India.

iii. Foreign Exchange Earnings and Outgo

a. Activities relating to Exports:

The Company is in the business of software exports. All efforts of the Company are geared to increase the business of software exports in different products and markets.

b. Total Foreign Exchange Earnings used and earned:

Particulars

2017-18 (Rs)

2016-17 (Rs.)

Foreign Exchange expenditure (on Accrual basis)

45,739,897

7,23,72,133

Foreign Exchange earned (on Accrual basis)

13,67,94,306

14,98,96,782

XXVI. APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Place: Hyderabad

Bhargav Marepally

Prabhakara Rao Alokam

Date: 01st August, 2018

CEO & Managing Director

Director

DIN: 00505098

DIN: 02263908

Annexure [A] to Board''s Report

FINANCIAL PERFORMANCE OF SUBSIDIARIES

The financial performances of each of the subsidiaries included in the consolidated financial statements are detailed below:

Amount in Rs (Lakhs)

Sr. No

Name of the Subsidiary/ Joint Venture Company

Turnover

Profit/I Loss) Before Tax

Profit/I Loss) After Tax

Current Period

Previous Period

Current Period

Previous Period

Current Period

Previous Period

Subsidiaries:

1

GSS Infotech Inc*, (A Delaware Company)

12,452.13

13,770.46

310.66

(4,157.23)

308.44

(4,164.47)

2

GSS IT Solutions Private Limited

-

-

(0.23)

(1.15)

(13.66)

(1.15)

3

GSS Healthcare IT Solutions Private Limited

-

-

4.70

(4.12)

0.59

(3.71)

Annexure [B] to Board''s Report

nformation required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Vlanagerial Personnel) Rules, 2014

\. Ratio of remuneration of each Director to the median remuneration of all the employees of your Company for the financial Year 2017-18 is as follows:

(Amounting)

Name of Director

Total Remuneration

Ratio of remuneration of director to the Median remuneration

Mr. Bhargav Marepally

Nil

Nil

Mr. Ramesh Yerramsetti

40,000

0.10

Mr. Madhukar Chimanlal Sheth

85,000

0.21

Mr. Mark Silgardo

Nil

Nil

Mr. Patri Venkata Ramakrishna Prasad

40,000

0.10

Mr. Keerthy Jaya Tilak

65,000

0.16

Mrs. Nagajayanthi Das Juttur Ragavendra

120,000

0.30

Mr. A Prabhakara Rao

50,000

0.13

Mr. LG.S.Padma Rao

45,000

0.11

Notes:

1. The information provided above is on standalone basis.

2. The aforesaid details are calculated on the basis of remuneration for the financial year 2017-18.

3. The remuneration to Directors is only the sitting fees paid to them for the financial year 2017-18. The sitting fees for attending each of the Board and other Committee meetings is Rs. 20,000/- and Rs. 5,000/- respectively.

4. Median remuneration of the Company for all its employees is Rs. 4,00,000 for the financial year 2017-18.

B. Details of percentage increase/fdecrease) in the remuneration of each Director, CFO & Company Secretary in the financial year 2017-18

(Amount in Rs)

Name of the Director/ Chief Financial Officer/ CompanySecretary

Designation

Remuneration

Increase/ (Decrease) (%)

2017-18

2016-17

Mr. Bhargav Marepally

Managing Director

Nil

Nil

Nil

Mr. Ramesh Yerramsetti

Director

40,000

80,000

-100%

Mr. Madhukar Chimanlal Sheth

Director

85000

120000

-41%

Mr. Mark Silgardo

Director

Nil

Nil

Nil

Mr. Patri Venkata Ramakrishna Prasad

Director

40,000

80,000

-100%

Mr. Keerthy Jaya Tilak

Director

65000

210000

-223%

Mrs. Nagajayanthi Das Juttur Ragavendra

Director

120000

210000

-75%

Mr. A Prabhakara Rao

Director

50000

Nil

*

Mr. LG.S.Padma Rao

Director

45000

Nil

*

Mr. Sanjay Heda

CFO

3,144,042

2,745,832

13%

Ms. Esha Sinha* (Resigned on 13.11.2017 )

CS

232958

2,48,909

* *

Mr. Mohammad Anwar ul haq* (Appointed on 15.11.2017 )

CS

186927

Nil

*

1. The information provided above is on Standalone basis.

2. *Percentage increase/(decrease) in remuneration not reported as they were holding the office of Directorship/CS for part of the financial year 2016-17 or 2017-18.

3. The remuneration to Directors is only the sitting fees paid to them for the financial year 2017-18.

C. Percentage increase/ (Decrease) in the median remuneration of all employees in the financial year 2017-18:

(Amount in Rs)

2017-18

2016-17

Increase/ (Decrease) (%)

Median remuneration of all employees per annum

4,00,000

3,84,000

4.17

D. Number of permanent employees on the rolls of the Company as on 31st March 2018:

Executive/Manager cadre

13

Staff

146

Operators/Workmen

4

Total

163

E. Comparison of average percentage increase/fdecrease) in salary of employees other than the key managerial personnel and the percentage increase/fdecrease) in the key managerial remuneration:

(Amount in Rs)

2017-18

2016-17

Increase/fDecrease) (%)

Average Salary of all employees other than Key Managerial Personnel

6,44,638

2,98,561

116

Salary of CEO & MD (Key Managerial Personnel)

Nil

Nil

Nil

Salary of CFO & CS* (Key Managerial Personnel)

35,63,927

31,59,604

*

The above information is being provided on Standalone Basis.

*The CS was employed for part of the financial year of 2017-18 or 2016-17. Therefore, the Increase/ decrease have not been reported.

F. Affirmation:

Pursuant to Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

Annexure [C] to Board''s Report

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

GSS Infotech Limited

Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District, Hyderabad - 500081.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GSS Infotech Limited (hereinafter called ''the Company''). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by GSS Infotech Limited for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment (Foreign Direct Investment and External Commercial Borrowings are not Applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act'') viz.: -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - not applicable during the audit period.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28th October, 2014 - not applicable during the audit period.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - not applicable during the audit period.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - not applicable during the audit period and

(h) The Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998; - not applicable during the audit period

The following are the specific laws which are applicable to the Company:

a) Contract Labour (Regulation and Abolition) Act, 1970.

b) Employees'' Provident Funds and Miscellaneous Provisions Act, 1952.

c) Employees State Insurance Act, 1948.

d) Payments of Wages Act, 1936.

e) Payment of Bonus Act, 1965.

f) Shops and Commercial Establishment Act.

g) Labour Welfare Fund Act. h) The Professional Tax Act.

i) Minimum Wages Act, 1948.

j) The Workmen''s Compensation Act, 1923.

k) Payment of Gratuity Act, 1972.

I) The Equal Remuneration Act, 1976.

m) The Maternity Benefit Act, 1961.

n) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) Listing Agreement entered into by the Company with Stock Exchanges and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. Mentioned above except to the extent as mentioned below:

We further report that:

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Sunil Kacham & Associates

Sunil Kumar Kacham

Practicing Company Secretary

Place: Hyderabad

ACS No: 46155

Date: 16th July, 2018

CP. No: 16820

This report is to be read with our letter of even date which is annexed as ''Annexure A'' and forms an integral part of this report.

''AnnexureA''

To,

The Members

GSS Infotech Limited

Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District, Hyderabad - 500081.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on the secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For Sunil Kacham & Associates

Sunil Kumar Kacham

Practicing Company Secretary

Place: Hyderabad

ACS No: 46155

Date: 16th July, 2018

CP. No: 16820

Annexure [D] to Board''s Report

Extract of Annual Return as at 31st March, 2018, Form No. MGT-9

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN

L72200TG2003PLC041860

ii) Registration Date

13.10.2003

iii) Name of the Company

GSS Infotech Limited

iv) Category/Sub-Categoryof the Company

Public Company Limited by shares

v) Address of the Registered Office and Contact Details:

Company Name

GSS Infotech Limited

Address

Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District Hyderabad - 500081 Telangana State, India

Telephone with STD Area Code Number

91 40 4455 66 00

Email Address

company.secretary@gssinfotech.com

Website, if any

www.gssinfotech.com

vi) Whether shares listed on recognized Stock Exchange(s): Yes

Details of the Stock Exchanges where shares are listed:

Sr. No.

Stock Exchange

Name Code

1.

BSE Limited (BSE)

532951

2.

The National Stock Exchange of India Limited (NSE)

GSS

vii) Name and Address of Registrar & Transfer Agents (RTA):

Name of Registrar & Transfer Agents

Bigshare Services Private Limited

Address

E-2 & 3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai, 400 072, Maharashtra, India

Pin Code

400 072

Telephone with STD Area Code Number

91 22 40430200

Fax Number

91 22 28475207

Email Address:

prabhakar@bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of your company shall be stated:

Name and Description of main products/services

NIC Code of the Product/service

% to total turnover of the company

Computer programming, consultancy and related activities

620

100.00

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

[No.of Companies for which information is being filled-7]

Sr.

Name and address

Company Identification

Holding/

%of

Applicable Section

No.

of the Company

Number/ Global Location

Subsidiary/

Shares Held

of Companies

Number

Associate

Act, 2013

1

GSS IT Solutions Private Limited Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District Hyderabad - 500081 Telangana State, India

CIN:U72400TG2009PTC064514

Subsidiary

100

2(87)

2

GSS Healthcare IT Solutions Private Limited Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District Hyderabad - 500081 Telangana State, India

CIN:U72200TG2013PTC089229

Subsidiary

100

2(87)

3

GSS Infotech Inc (Delaware) 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902

Federal Id: 27-2907139

Subsidiary

100

2(87)

4

GSS Infotech CT Inc (Formerly System Dynamix Corporation) 2842 Main Street Ste#164, Glastonbury, CT 06033

Federal Id: 06-1432821

Subsidiary

100

2(87)

5

Technovant Inc 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902

Federal Id: 20-0398637

Subsidiary

100

2(87)

6

Infovision Technologies Inc 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902

Federal Id: 20-3731391

Subsidiary

100

2(87)

7

Infovista Technologies Inc 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902

Federal Id: 20-8455186

Subsidiary

100

2(87)

IV. SHAREHOLDING PATTERN (Equity share capital break-up as percentageto total equity) A. Category-wise Shareholding:

Category of Shareholders

No. of shares held at the beginning of the year (As on 01.04.2017)

No. of shares held at the end of the year (As on 31.03.2018)

% Change during the year

Demat

Physical

Total

%of total shares

Demat

Physical

Total

%of total shares

A. Promoters

1) Indian

a. Individuals/ HUF b. Central Govt. c. State Govt.(s) d. Bodies Corporate e.Banks/FI f. Any other (specify) i. Trusts

2,910,681

-

2,910,681

17.19

2,171,992

-

2,171,992

12.82

(4.37)

Sub-Total (A) (1)

2,910,681

-

2,910,681

17.19

2,171,992

-

2,171,992

12.82

(4.37)

2) Foreign

a. NRI Individuals b. Other Individuals c. Bodies Corporate d. Banks/ Fl e. Any other (specify)

-

-

-

-

-

-

-

-

-

Sub-Total (A) (2)

.

_

_

_

_

_

_

_

_

Total Shareholding ofPromoter(s) (AHA) (1) (A) (2)

2,910,681

2,910,681

17.19

2,171,992

2,171,992

12.82

(4.37)

B. Public Shareholding

1) Institutions

a. Mutual Funds/UTI b. Banks/ Fl c. Central Govt. d. State Govt.(s) e. Venture Capital Funds f. Insurance Companies g.Flls/FPI h. Foreign Venture Capital Funds i. Others (specify)

801,595 1,952,505

-

801,595 1,952,505

4.73 11.53

801,595 2,537,073

-

801,595 2,537,073

4.73 14.98

(11.53) 14.98

Sub-Total (B)(l)

2,754,100

-

2,754,100

16.26

3,338,668

-

3,338,668

19.71

3.45

2) Non-Institutions

a. BodyCorporates i. Indian ii. Overseas

887,010

-

887,010

5.24

4,370,537

4,370,537

25.80

20.56

b. Individuals

i. Individual

2,477,167

1

2,477,168

14.63

3,300,292

1

3,300,293

19.49

4.86

Shareholders holding nominal share capital upto Rs.llakh ii. Individual Shareholders holding nominal share capital in excess of Rs.llakh c Others (specify) i. Non-Resident

7,435,808 93,634

-

7,435,808 93,634

43.90 0.55

2,309,428 102,222

-

2,309,428 102,222

13.64 0.60

(30.26) 0.05

Indian ii. Overseas Corporate Bodies iii. Foreign Nationals iv. Clearing

-

-

-

-

-

-

-

-

-

Members

13,327

_

13,327

0.08

991,203

_

991,203

5.85

5.77

v Trust

-

350,000

350,000

2.07

-

350,000

350,000

2.07

-

vi. Foreign Bodies vii. Corporate Body NBFC registered

with RBI

15,115

-

15,115

0.09

2,500

-

2,500

0.01

(0.08)

Sub-Total (B) (2)

10,922,061

35,0001

13,272,062

66.56

11,076,182

35,0001

11,426,183

67.46

(11.80)

Total Public

Shareholding (B)=(B)(1MB)(2)

13,676,161

350,001

14,026,162

82.90

14,414,850

350001

14,764,851

87.18

4.28)

C Shares held by Custodianfor GDRs&ADRs

Grand Total (A B C)

16,586,842

350,001

16,936,843

100.00

16,586,842

350,001

16,936,843

100.00

0.00

B. Shareholding of Promoters:

Sr. No.

Shareholder''s Name

No. of shares held at the beginning of the year (As on 01.04.2017)

No. of shares held at the end of the year (As on 31.03.2018)

%

change during

the year

No. of Shares

%of total Shares of the Company

%of Shares Pledged/ encumbered to total shares*

No. of Shares

%of total Shares of the Company

%of Shares Pledged/ encumbered to total shares*

1.

Mr. Venkata Rameshbabu Yerramsetti

_

_

_

_

_

_

_

2.

Mr. Bhargav Marepally

4,992

0.03

0.00

4,992

0.03

0.00

-

3.

Mrs. Usha Yerramsetti

-

-

-

-

-

-

-

4.

Mrs. Jhansi Laxmi Yerramsetti

47,498

0.28

-

29,198

0.17

-

(0.11)

5.

Mr. Raghunadha Rao Marepally

2,337,793

13.80

0.00

2,137,793

12.62

-

(1.18)

6.

Mrs. Madhavi Latha Marepally

9

0.00

0.00

9

0.00

0.00

-

7.

Mrs. Nanditha Marepally

-

-

-

-

-

-

-

8.

Mrs. Vidyavathi Marepally

-

-

-

-

-

-

-

9.

Mrs. G. Vijayakumari

306,906

1.81

0.00

-

-

-

(1.81)

10.

Mr. Sivaranga Rao Yarramsetty

213,483

1.26

0.00

-

-

0.00

(1.26)

TOTAL

2,910,681

17.18

0.00

2,171,992

12.82

0.00

(4.36)

*The % of shares pledged/encumbered represents % of shares pledged/encumbered as a % of the total shares of the Promoter and Promoter Group Holding

The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

c.

Change in Promoters'' shareholding:

Sr. No.

Shareholder''s Name

Shareholding

Date*

Increase/ (Decrease) in shareholding

Reason

Cumulative Shareholding during the year (01.04.17 to 31.03.2018)

No. of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018)

% of total Shares of the Company

No. of Shares

%of total Shares of the Company

1.

Mr. Venkata Rameshbabu Yerramsetti

-

-

01.04.2017

-

-

-

-

-

-

31.03.2018

-

-

-

-

2.

Mr. Bhargav Marepally

4,992

0.03

01.04.2017

-

-

-

-

4,992

0.03

31.03.2018

-

-

-

-

Sr. No.

Shareholder''s Name

Shareholding

Date*

Increase/ (Decrease) in shareholding

Reason

Cumulative Shareholding during the year (01.04.17 to 31.03.2018)

No. of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018)

% of total Shares of the Company

No. of Shares

%of total Shares of the Company

3.

Mrs. Usha Yerramsetti

-

-

01.04.2017

-

-

-

-

-

-

31.03.2018

-

-

-

-

4.

Mrs. Jhansi Laxmi Yerramsetti

47,498

-

01.04.2017

(18,300)

Sale

29,198

0.17

29,198

0.17

31.03.2018

5.

Mr. Raghunadha Rao Marepally

2,337,793

13.80

01.04.2017

(200,000)

Sale

2,137,793

12.62

2,137,793

12.62

31.03.2018

-

-

-

-

6.

Mrs. Madhavi Latha Marepally

9

0.00

01.04.2017

-

-

-

-

9

0.00

31.03.2018

-

-

-

-

7.

Mrs. Nanditha Marepally

-

-

01.04.2017

-

-

-

-

-

-

31.03.2018

-

-

-

-

8.

Mrs. Vidyavati Marepally

-

-

01.04.2017

-

-

-

-

-

-

31.03.2018

-

-

-

-

9.

Mrs. G. Vijayakumari

306,906

1.81

01.04.2017

(306,906)

Sale

-

-

-

-

31.03.2018

-

-

-

-

10.

Sivaranga Rao Yarramsetty

213,483

1.26

01.04.2017

(213,483)

Sale

-

-

-

-

31.03.2018

* Date of transfer has been considered from the holding statements provided by depositories to the Company

D. Shareholding pattern of Top Ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.

Shareholder''s Name

Shareholding

Date*

Increase/ (Decrease) in shareholding

Reason

Cumulative Shareholding during the year (01.04.17 to 31.03.2018)

For each of the top Ten Shareholders

No. of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018)

% of total Shares of the Company

No. of Shares

%of total Shares of the Company

1.

IL and FS Trust Company Limited

1,952,505

11.52

01.04.2017 21.11.2017 31.03.2018

(1,952,505)

Sale

-

-

2.

Mr. Madhukar Chimanlal Sheth

1,645,143

9.71

01.04.2017 24.04.2017 31.03.2018

(1,645,143)

Sale

-

-

3.

Mr. Javed Faizullah Tapia

1,648,828

9.74

01.04.2017 16.06.2017 11.06.2017 06.09.2017 06.10.2017 31.03.2018

(600,000) (169,000) (238,283) (641,545)

Sale Sale Sale Sale

1,048,828 879,828 641,545

6.19 5.19 3.79

4.

Mr. Azim Faizullah Tapia

1,400,000

8.27

01.04.2017 16.06.2017 13.07.2017 06.09.2017 06.10.2017 31 03 2018

(600,000) (328,250) (334,098) (137,652)

Sale Sale Sale Sale

800,000 471,750 137,652

4.72 2.79 0.82

5.

Mr. Madanlal Saraswathi

2,741,837 100

16.19

01.04.2017 24.11.2017 08.12.2017 05.01.2018 31.03.2018

(13,225) (52,760) (2,675,752)

Sale Sale Sale

2,728,612 2,675,852 100

16.11 15.80

6.

ASPIRE EMERGING FUND

1,600,000

9.45

01.04.2017 26.01.2018 29.01.2018 31.03.2018

800,000 800,000

Purchase Purchase

800,000 1,600,000

4.72 9.45

7.

Raisonneur Capital Ltd

800,000

4.72

01.04.2017 02.02.2017 16.02.2018 31.03.2018

550,000 250,000

Purchase Purchase

550,000 800,000

3.24 4.72

8.

Margi Jigneshabhai Shah

514,165

3.04

01.04.2017 31.03.2018

514,165

Purchase

514,165

3.04

9.

United India Insurance Company Limited

407,603 407,603

2.41 2.41

01.04.2017 31.03.2018

_

_

_

_

10.

General Insurance Corporation of India

393,992 393,992

2.32 2.32

01.04.2017 31.03.2018

-

-

-

-

E. Shareholding of Directors and Key Managerial Personnel:

SE No.

Name of Directors and Key Managerial Personnel

Shareholding

Date*

Increase/ (Decrease) in shareholding

Reason

Cumulative Shareholding duringtheyear (01.04.17 to 31.03.18)

No. of shares at the beginning of the year(01.04.17)/end of the year (31.03.18)

% of total shares of the Company

No. of shares

%of total shares of the Company

1.

Mr. Venkata RameshbabuYerramsetti

_

_

01.04.2017 31.03.2018

_

_

_

_

2.

Mr. BhargavMarepally

4,992 4,992

0.03 0.03

01.04.2017 31.03.2018

-

-

-

-

3.

Mr. Madhukar Chimanlal Sheth

1,645,143

9.71

01.04.2017 24.04.2017 31.03.2018

(1,645,143)

Sale

-

-

4.

Mr. MarkSilgardo

Nil Nil

Nil Nil

01.04.2017 31.03.2018

-

-

-

-

5.

Mr. Patri Venkata Ramakrishna Prasad

Nil Nil

Nil Nil

01.04.2017 31.03.2018

_

_

_

_

6.

Mr. KeerthyJayaTilak

Nil Nil

Nil Nil

01.04.2017 31.03.2018

_

_

_

_

7.

Mrs. Nagajayanthi DasJuttur Ragavendra

Nil Nil

Nil Nil

01.04.2017 31.03.2018

-

-

-

-

8.

Mr. Prabhakara Rao Alokam

Nil Nil

Nil Nil

01.04.2017 31.03.2018

-

-

-

-

9.

Mr. L.G. Padmarao

Nil Nil

Nil Nil

01.04.2017 31.03.2018

-

-

-

-

Key Managerial Personnel

1.

Mr. Sanjay Heda

Nil

Nil

01.04.2017

-

-

-

-

Nil

Nil

31.03.2018

-

-

-

-

2.

Ms. Esha Sinha (CS)

Nil

Nil

01.04.2017

-

-

-

-

Nil

Nil

31.03.2018

-

-

-

-

3.

Mohammad Anwar ul haq

Nil

Nil

01.04.2017

-

-

-

-

Abdul Mannan

Nil

Nil

31.03.2018

-

-

-

-

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars

Secured Loans (excluding deposits)

Unsecured Loans

Deposits

Total indebtedness

Indebtedness at the beginning of the financial year (As at 01.04.2017)

i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

28,951,700

-

-

28,951,700

Total (i ii iii)

28,951,700

-

-

28,951,700

Change in Indebtedness during the financial year

• Addition • Reduction

(28,951,700)

-

-

(28,951,700)

Net Change

(28,951,700)

-

-

(28,951,700)

Indebtedness at the end of the financial year (As at 31.03.2018)

i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

-

-

-

-

Total (i ii iii)

-

-

-

-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amount in Rs)

Sr. No.

Particulars of Remuneration

Name of the Managing Director

Mr. Bhargav Marepally*

1.

Gross salary (excluding Commission) (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-

2.

Stock Option

-

3.

Sweat Equity

-

4.

Commission - as % of profit

;

5.

Others - Employer contribution to provident and other funds

-

Total

Nil

B. Remuneration to other Directors:

(Amount in Rs)

1.

Independent Directors:

Name of Director

Fee for attending Board/ committee meetings

Commission

Others

Total

Mr. Keerthy Jaya Tilak

65,000

-

-

65,000

Mrs. Nagajayanthi Das Juttur Ragavendra

1,20,000

-

-

1,20,000

Mr. Prabhakara Rao Alokam

50,000

-

-

50,000

Mr. LGS Padmarao

45,000

-

-

45,000

Total (1)

2,80,000

-

-

2,80,000

2.

Non-Executive/Promoter Directors:

Mr. Bhargav Marepally

-

-

-

-

Mr. Ramesh Yerramsetti

40,000

-

-

40,000

Mr. Mark Silgardo

-

-

-

-

Mr. Patri VenkataRamakrishna Prasad

40,000

_

_

40,000

Mr. MadhukarSheth

85,000

-

-

85,000

Total (2)

1,65,000

-

-

1,65,000

Total (1 2)

4,45,000

-

-

4,45,000

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

(Amount in Rs)

Sr.No.

Particulars of Remuneration

Key Managerial Personnel CFO & Company Secretary

1.

Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

35,63,927

2.

Stock Option

-

3.

Sweat Equity

-

4.

Commission - as % of profit

_

5.

Others - Contribution to Provident and other funds

-

Total

35,63,927

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES (underthe Companies Act, 2013):

No penalties/punishment/compounding of offences were levied underthe Companies Act, 2013.

FORMAOC-2

(Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms'' length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm''s length basis:

a)

Name(s) of the related party and nature of relationship

b)

Nature of contracts/arrangements/transactions

c)

Duration of the contracts/arrangements/transactions

d)

Salient terms of the contracts or arrangements or transactions including the value, if any

e)

Justification for entering into such contracts or arrangements or transactions

f)

date(s) of approval by the Board

Nil

g)

Amount paid as advances, if any

h)

Date on which the special resolution was passed

i)

Amount paid as advances, if any

j)

Date on which (a) the special resolution was passed in general meeting as required under first proviso to Section 188 of the Companies Act, 2013

2. Details of material contracts or arrangement or transactions at arm''s length basis:

(a)

Name(s) of the related party and nature of relationship

(b)

Nature of contracts/arrangements/transactions

(c)

Duration of the contracts/arrangements/transactions

Nil

(d)

Salient terms of the contracts or arrangements or transactions including the value, if any

(e)

Date(s) of approval by the Board, if any

(f)

Amount paid as advances, if any

Source : Dion Global Solutions Limited
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