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Nucleus Software Exports

BSE: 531209|NSE: NUCLEUS|ISIN: INE096B01018|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '19    Mar 18

Dear Members,

The Directors of Nucleus Software Exports Limited (NSEL) are pleased to present your Company’s Thirtieth Annual Report, together with the Audited Statement of Accounts, for the year ended March 31, 2019.

1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS- Financial Results

The Company has adopted the Indian Accounting Standards (Ind-AS) with effect from April 1, 2017 (transition date being April 1, 2016) pursuant to the notification issued by the Ministry of Corporate Affairs dated February 16, 2015 regarding the Companies (Indian Accounting Standards) Rules, 2015.

The consolidated financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015, notified under Section 133 of the Act and other relevant provisions of the Act. The accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard, requires a change in the accounting policy hitherto in use. The Management takes into cognisance all new as well as revised accounting standards on an ongoing basis.

The Company has nine subsidiary companies, all of which are wholly-owned subsidiaries. The Company discloses standalone audited financial results on a quarterly and annual basis, consolidated un-audited financial results on a quarterly basis and consolidated audited financial results on an annual basis.

a) Consolidated Operations

Revenue from consolidated operations for the year was Rs. 484.03 crore, as compared to Rs. 411.81 crore in the previous year, an increase of over 17%. As the Company continued its focus on strategic initiatives for new products, focused sales, market development and hiring of senior experienced personnel to help drive transformation, the overall operational expense for the year increased to Rs. 405.29 crore, against Rs. 353.63 crore in the previous year. The Operating Profit (EBITDA) was at Rs. 78.74 crore, 16% of revenue, against Rs. 58.18 crore, 14% of revenue in the previous year. Profit after Tax for the year was at Rs. 74.54 crore, 15% of revenue, against Rs. 62.55 crore, 15% of revenue in the previous year.

Consolidated financial results are as below: (Rs. in crore)

For the Year Ended March 31,

2019

% of Revenue

2018

% of Revenue

Revenue From Operations

484.03

100.00

411.81

100.00

Expenses

a) Employee benefit expense

313.53

64.77

276.97

67.26

b) Operating and other expenses

91.25

18.85

76.15

18.49

c) Finance costs (Bank charges)

0.51

0.11

0.51

0.12

Total Expenses

405.29

83.73

353.63

85.87

Operating Profit (EBITDA)

78.74

16.27

58.18

14.13

Depreciation & Amortization

9.93

2.05

7.04

1.71

Operating Profit after Interest and Depreciation

68.81

14.22

51.14

12.42

Other Income

27.48

5.68

28.72

6.97

Profit Before Tax

96.29

19.89

79.86

19.39

Taxation

21.75

4.49

17.31

4.20

Profit After Tax

74.54

15.40

62.55

15.19

Other Comprehensive Income

0.26

0.05

(1.50)

(0.36)

Total Comprehensive Income for the period

74.80

15.45

61.05

14.82

b) Standalone Operations

Revenue from the standalone operations for the year was Rs. 396.76 crore against Rs. 337.32 crore in the previous year, an increase of 18%. Total operational expense for the year was Rs. 336.52 crore against Rs. 294.94 crore in the previous year, an increase of 14%. Operating Profit (EBITDA) for the year was at Rs. 60.24 crore, 15% of revenue, against Rs. 42.38 crore, 13% of revenue, in the previous year. Profit after Tax for the year was at Rs. 75.63 crore, 19% of revenue, against Rs. 65.60 crore, 19% of revenue in the previous year.

Standalone financial results are as below: (Rs. in crore)

For the Year Ended March 31,

2019

% of revenue

2018

% of revenue

Revenue from Operations

396.76

100.00

337.32

100.00

Expenses

a) Employee benefit expense

246.95

62.24

216.29

64.12

b) Operating and other expenses

89.27

22.50

78.33

23.22

c ) Finance costs (Bank charges)

0.30

0.08

0.32

0.09

Total Expenses

336.52

84.82

294.94

87.44

Operating Profit (EBITDA)

60.24

15.18

42.38

12.56

Depreciation

7.01

1.77

6.47

1.92

Operating Profit after Interest and Depreciation

53.23

13.42

35.91

10.65

Other Income

40.29

10.15

41.77

12.38

Profit Before Tax

93.52

23.57

77.68

23.03

Taxation

17.89

4.51

12.08

3.58

Profit After Tax

75.63

19.06

65.60

19.45

Other Comprehensive Income

(0.19)

(0.05)

(2.83)

(0.84)

Total Comprehensive Income for the period

75.44

19.01

62.77

18.61

A detailed analysis on the Company’s performance, both consolidated and standalone, is included in “Management’s Discussion and Analysis” Report, which forms part of the Annual Report.

2. TRANSFER To RESERVES

In order to augment resources, your Directors do not propose to transfer any amount to reserves. Appropriation to retained earnings for the financial year ended March 31, 2019 as per financial statements are as under:

(Rs. in crore)

Retained Earnings

Closing Balance as on March 31, 2019

Opening balance

378.27

Profit for the period

75.63

Dividend Paid

(23.23)

Corporate Dividend tax

(1.92)

Closing Balance

428.75

3. SHARE CAPITAL

Issued and Paid-up Share Capital

The Paid-Up Share Capital of the Company, as on March 31, 2019, is 29,040,724 equity shares of Rs. 10 each, similar to the Paid Up Share Capital as on March 31, 2018.

Shares under Compulsory Dematerialization

The shares of the Company are under compulsory dematerialization (“Demat”) category and are available for trading on both the depositories in India viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Of the entire paid up shares, 28,974,605 shares or 99.77%, are in dematerialized form as at March 31, 2019. The International Securities Identification Number (ISIN) allotted to the Company’s shares is INE096B01018.

4. Listing

Your Company is listed at National Stock Exchange of India Ltd. and BSE Ltd.

Stock Exchange where Nucleus shares are listed

Scrip Symbol /Code

National Stock Exchange of India Ltd. (NSE) w.e.f. December 19, 2002

NUCLEUS

BSE Ltd. (BSE) w.e.f. November 6, 1995

531209

5. LIQUIDITY AND CASH EQUIVALENTS

Your Company continues to retain its debt-free status and maintains sufficient cash and cash equivalents to meet future strategic initiatives. The Company has been conservative in its investment policy over the years, maintaining a reasonably high level of cash and cash equivalents which enable the Company to completely eliminate short and medium-term liquidity risks, and at the same time also help scale up operations at a short notice. The goal of cash management at Nucleus is to:

a. Use cash to provide sufficient working capital to manage business operations of the Company to be able to add value to all our stakeholders and continuously enhance the same.

b. Maintain sufficient cash as reserves that will aid the Company in capturing meaningful business opportunities, including acquisitions.

c. Invest surplus funds in low-risk bank deposits, debt schemes of mutual funds, preference shares and tax free secured bonds of Public Sector Enterprises.

Cash and cash equivalents including current investments at a consolidated level of Rs. 259.00 crore, constitute 51% of the shareholders’ funds at the year end, against Rs. 214.97 crore, 47% of the shareholders’ funds at the close of the previous year. In addition, the Company holds tax-free bonds issued by public sector enterprises at amortised cost of Rs. 87.37 crore against Rs. 87.13 crore in the previous year, long-term fixed maturity plans of mutual funds at amortised cost of Rs. 64.06 crore against Rs. 59.75 crore last year, Preference shares of Rs. 56.94 crore against Rs. 46.90 crore last year, mutual funds at FVTPL ( fair value through profit and loss) of Rs. 31.30 crore against Rs. 38.89 crore in the previous year and Investment in equity shares of a listed company (at FVOCI) at Rs. 8.70 crore against Rs. 8.64 crore in the previous year.

6. DiViDEND

The Dividend Policy of your Company prescribes a dividend pay-out in the range of 15-30% of the profits available for distribution, subject to:

a) Provisions of The Companies Act, 2013 and other applicable laws, and

b) Cash flows of the Company

We are pleased to state that for the 19th consecutive year, your Company has recommended a Dividend for its shareholders. The Proposed Dividend this year is 90% (Rs. 9.00 per equity share of Rs. 10 each) as compared to last year Dividend of 80% (Rs. 8.00 per equity share of Rs. 10 each). The Proposed Dividend is subject to the approval of shareholders at the forthcoming Annual General Meeting. If approved, the total dividend pay out will be Rs. 26.14 crore, against pay out of Rs. 23.23 crore in the previous year.

The Register of Members and Share Transfer Register shall remain closed during the period July 2, 2019 to July 8, 2019 (both days inclusive) for the purpose of Annual General Meeting and payment of Dividend. The Dividend, if approved at the Annual General Meeting, will be payable to such members whose names appear on the Register of Members of the Company and as beneficial owners in the records of National Securities Depositories Ltd. and Central Depository Services ( India) Ltd., at close of business hours as on July 1, 2019.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (‘the Rules’) all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the Demat account created by IEPF Authority. Accordingly, the Company has transferred all unclaimed or unpaid dividends and shares to IEPF as per applicable regulations.

8. DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARSES

The Company policy for determining ‘Material Subsidiaries’ and on ‘Related Party Transactions’, as approved by the Board can be accessed on the Company website link: http://www.nucleussoftware.com/investors.

Particulars of contracts or arrangements with related parties in the prescribed Form AOC-2, are provided as Annexure A to this Directors’ Report.

10. 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 provided in the notes to the Financial Statements.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR 2019 AND DATE OF THIS REPORT

No material changes and commitments have occurred after the close of the year till the date of this Directors’ Report, which affect the financial position of the Company.

12. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

13. MANAGEMENT DISCUSSION & ANALYSIS

As per requirements of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosures) Regulations 2015, the Management’s Discussion and Analysis of the financial condition and results of both standalone and consolidated operations have been provided separately in the Annual Report.

14. REVIEW OF BUSINESS & OUTLOOK

Your Company continues its journey as a preferred partner for banking and financial organizations worldwide, helping them to succeed by providing pioneering products, innovative services and above all solutions to their business needs. Our software powers the operations of more than 150 customers in 50 countries, supporting retail banking, corporate banking, cash management, internet banking, automotive finance and other business areas. During the year, your Company won 28 orders including 01 in Africa, 01 in South East Asia, 06 in Middle East and 20 in India; including 19 new customers added from various geographies. We will continue to focus on our key markets, including India, South East Asia, the Middle East and Africa, as well as our growing markets in Australia and Europe.

Continuing the relentless focus on customer success, your Company launched a range of innovative solutions during the year.

Overall, Indian IT companies had a satisfactory year in terms of financial performance, driven by factors such as digitisation and non-linear growth models. Indian IT firms continue to move up the value chain by providing more end-to-end solutions and engaging more closely with the clients.

According to Gartner, the global enterprise IT spending in the banking and securities market grew by 5.1% in 2018 and is projected to grow by 4% in 2019. Gartner also reports that banks remain steadfast as they continue to prioritize digitization through business optimization and transformation. By 2020 Gartner expects the sector to spend USD 626 billion on IT.

Digital transformation is the Number One priority for the bank CIOs, according to Gartner’s 2019 CIO Agenda survey. From a technology perspective, the CIOs are expecting artificial intelligence, data analytics, and digital transformation and cloud technologies to be game changers. They also expect to increase their spending in business intelligence, cyber security, digital business initiatives and core system improvement / transformation projects. Forrester Research predicts that banks will again focus on innovation at the back office - driven by the need to improve margins in key business areas. It also predicts that many banks will find that their place in some ecosystems has been supplanted by disruptors - for example PayPal and Stripe in the provision of services for small businesses.

Since the rise of FinTech, the world of lending has been abuzz with the power of “digital” - FinTechs positioned themselves as offering “digital only” and “neo-digital” experiences, while traditional lenders focused on adding a digital flavor to their services. Transformation, disruption and revolution have all been associated with digital. Clients are welcoming these developments, expecting that their lending experiences will change for the better.

15. NEW PRODUCT LAUNCHES

During the year, your Company has continued to enhance its solutions to take advantage of the market trends, such as increasing digitalization of financial services. We have leveraged India Stack further to offer end-to-end digitalization of Loan Lifecycle.

Your Company launched a sourcing channel application - mFin that offers specialized solution for microfinance loan application processing. The mFin app provides on-the-go capabilities to acquire microfinance customers for Joint Liability Groups as well as Self Help Groups. mFin empowers the sales team to be efficient in data capturing, planning customer visits and in making credit decisions. This channel capability has been fully extended to the core application processing platform FinnOne NeoTM CAS.

As a part of the ongoing development program, your Company also launched FinnAxiaTM 6.0. FinnAxia 6.0 comes with advanced supply chain finance and trade finance solutions which will enable banks to capture this massive opportunity and help them gain and retain their position as the banker-of-choice for the new customer segments. The supply chain supports the 4-corner model (two-bank interoperable), 3-corner model (single-bank closed) and the point model of financing. The 4-corner model facilitates the on-boarding process of buyers and sellers and gives trade banks an extended global reach based on interbank relationships.

The trade finance solution in FinnAxia 6.0 was launched with new features such as standby letters of credit - which mitigates risks in the exports business; shipping guarantees -which provides benefits to the buyer with faster possession of goods and improved cash flow; and multi-currency import and export loans - which assist with funding trade transactions at important points throughout the trading cycle of a company; thus enabling seamless cross border trade.

The new solution also includes a slew of updates in the front-end, ensuring enhanced usability and smoother operations. Security has been enhanced with the provision of login fingerprinting. The solution also enables banks to provide frictionless realtime payments and new payment distribution channels (mobile wallets) for their customers.

With FinnAxia 6.0, banks can thus help their new customers not only fulfil their growth aspirations but also build a better relationship with their supply chain partners.

During the year, PaySe™ payment solutions have been expanded in both functionality and reach making it truly an offline and online payment solution. PaySe offline payment solutions were deployed in rural India and are going to be a key infrastructure in making digital villages. PaySe is moving in the direction of partnering with financial institutions to make micro credit on tap a reality. PaySe online payment solutions gives a migration path to our rural customers who are having smart phones, have mobile literacy and are capable of using mobile apps. PaySe enables merchant payments, mobile recharges, bill payments, ordering for your daily needs, split bills, scratch cards management etc.

The Government of India has launched a massive program to move the country from a cash- based economy to a digital economy and PaySe, it is envisioned , will play an important role as it is primarily focusing on the rural and semi urban economy.

16. NOTABLE ACCOLADES RECEIVED DURING THE YEAR

- Nucleus Software is ranked second in “Corporate Governance and Sustainability Vision Awards 2019” as held by Indian Chamber of Commerce, for the Best Practices followed in the Industry.

- Annual Report of the Company for FY 17-18 won a Gold award for excellence within the Industry - Technology-Software and a ranking of # 33 amongst the top 100 Annual Reports worldwide by League of American Communications Professionals LLC (LACP) .

- Nucleus Software won the ‘Best Lending Technology Implementation’ award at the BFSI Leadership Awards 2018.

17. SUBSIDIARY COMPANIES

Your Company has nine subsidiaries across the globe. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

The following table provides a list of all these subsidiaries as on March 31, 2019:

Name of Subsidiary

Location

Date of Incorporation/ Acquisition

Percentage of Shareholding

Nucleus Software Solutions Pte. Ltd.

Singapore

February 25, 1994

100%

Nucleus Software Inc.

USA

August 5, 1997

100%

Nucleus Software Japan Kabushiki Kaisha

Japan

November 2, 2001

100%

VirStra i- Technology Services Ltd.

India

May 6, 2004

100%

Nucleus Software Netherlands B.V.

Netherlands

February 3, 2006

100%

Nucleus Software Ltd.

India

April 21, 2008

100%

Nucleus Software Australia Pty. Ltd.

Australia

February 3, 2014

100%

Nucleus Software South Africa Pty. Ltd.

South Africa

February 10, 2015

100%

Avon Mobility Solutions Pvt. Ltd.

India

March 17, 2016

100%

There has been no material change in the nature of the business of the subsidiaries.

During the year, your Company acquired the remaining 4% shareholding of Avon Mobility Solutions Pvt. Ltd. (96% shareholding was acquired in March 2016) and it is now a wholly owned Subsidiary of the Company.

The Board of Directors reviews the affairs of these subsidiaries periodically. These subsidiaries help the Company in providing front end support to customers and explore new opportunities.

A statement containing the salient features of the financial statement of our subsidiaries in the prescribed form AOC 1 is provided as Annexure B to this Directors’ Report. The statement also provides the details of performance, financial position of each of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

a) Nucleus Software Solutions Pte. Ltd.

Nucleus Software Solutions Pte. Ltd. (NSS) is based in Singapore. It was incorporated in 1994 to expand the Company’s business in South East Asia. Currently, it is the central entity for Asia-Pacific excluding Japan and Australia with responsibility for business development, sales and software development services for customers in the region.

b) Nucleus Software Inc.

Nucleus Software Inc. (NSI) is based in New Jersey, USA. It was incorporated in 1997 for providing business presence in the Americas. NSI operates as a business development and sales hub for the region.

c) Nucleus Software Japan Kabushiki Kaisha

Nucleus Software Japan Kabushiki Kaisha (NSJKK) is based in Tokyo, Japan. It was incorporated in 2001 to expand business in the country. NSJKK operates as a business development and sales hub for Japan. Additionally the subsidiary provides software development services, to the local customers in Japan.

d) VirStra i- Technology Services Ltd.

VirStra i- Technology Services Ltd. is based in Pune, India. It was incorporated in 2004 to provide software development services, targeted at the Japanese market.

e) Nucleus Software Netherlands BV

Nucleus Software Netherlands BV (NSBV) is based in Amsterdam, The Netherlands. It was incorporated in 2006 for enlarging business presence in the European market. NSBV is a business development and sales hub for Nucleus in Europe.

f) Nucleus Software Ltd.

Nucleus Software Ltd. (NSL) has operations in Jaipur with registered office in New Delhi. It was incorporated in 2008 for facilitating delivery to larger clients through operations in a Special Economic Zone. NSL acquired 17.41 acre of land in the Mahindra World Special Economic Zone, Jaipur and has co-developed a 250-seater facility. NSEL had setup SEZ unit in this 250 seator facility in August, 2011 which is under Exit Process as on the date of this Report.

g) Nucleus Software Australia Pty. Ltd.

Nucleus Software Australia Pty. Ltd. (NSA) is based in Sydney, Australia. It was incorporated in 2014 for tapping the growing business opportunities in ANZ region. NSA operates as a business development and sales hub for the region. Additionally, the subsidiary provides software development services, to the local customers in Australia.

h) Nucleus Software South Africa Pty. Ltd.

Nucleus Software South Africa Pty. Ltd. (NSSA) is based in Johannesburg, South Africa. It was incorporated in 2015 for tapping the growing business opportunities in South African region. NSSA operates as a business development and sales hub for the region.

i) Avon Mobility Solutions Pvt. Ltd.

Avon Mobility Solutions Pvt. Ltd, has operations in Chennai, with registered office at Delhi. It has very good experience in logistics domain and expertise in developing mobile applications.

Avon Mobility Solutions Pvt. Ltd. became subsidiary of your Company on March 17, 2016.

18. SCHEME OF AMALGAMATE

The Board of Directors at its meeting held on March 1, 2019, considered and approved a scheme of amalgamation pursuant to Sections 230 to 232 read with Section 234 and other relevant provisions of the Companies Act, 2013, of wholly owned subsidiaries, Virstra I Technology Services Ltd. and Avon Mobility Solutions Pvt. Ltd. into and with Parent Company Nucleus Software Exports Ltd. The Scheme of Amalgamation is subject to necessary statutory and regulatory approvals under applicable laws, including approval of the National Company Law Tribunal. The Scheme of Aamalgamation will, inter alia, enable optimisation of legal entity structure through rationalization of number of subsidiaries, integration of business operations leading to operational synergies, provide your Company a seamless access to the assets of the subsidiaries and also result in reduction of the multiplicity of legal and regulatory compliances.

19. INFRASTRUCTURE

Your Company, along with its subsidiaries, has offices at several locations across the globe. The office space and seating capacity of these offices as on March 31, 2019 is detailed below:

Office Location

Area in sq. ft.

Seating Capacity

- No. of Persons

india

Noida

208,122

1,677

Jaipur

22,312

250

Pune

9,573

114

Chennai

12,286

134

New Delhi

4,200

40

Mumbai

3,250

31

overseas

Singapore

4,807

61

Dubai, UAE

1,290

17

Tokyo, Japan

735

15

Manila, Philippines

102

3

Jakarta, Indonesia

97

3

London, UK

226

2

Sydney, Australia

130

2

California, USA

100

1

New Jersey, USA

146

4

267,376

2,354

Noida, New Delhi and Jaipur premises are owned by the Company and its subsidiaries.

20. QUALITY PROCESSES

Your Company is committed to ensure the highest level of quality of its products and services. The key focus for the year under report was to synchronize, standardize and quantify the quality processes with the transformational journey of the organisation. Process improvement initiatives were centred on ‘Process Optimization’. The FinnEdge implementation methodology has emerged as standard implementation methodology for New Products. Extension to FinnEdge i.e. Rapid got introduced and implemented in a few projects that helped the implementation of solution in quick time for first time customers. FinnEdge covers various aspects of the project from ‘Value Creation to Value Realization’ and from ‘Project Discovery’ to ‘Project Implementation’ to ‘Project Upgrade’.

To improve and measure Product Quality, Integrated Defect Management System was introduced. It enabled easy and standardised defect management and tracking processes along with measuring SLA’s of customer reported issues.

A dedicated Quality Assurance team handles the process change management, implementation and its adherence across the organization. This team monitors quality and productivity improvements through audits and dashboard reporting.

21. BRAND VISIBILITY

In FY 2019, your Company continued to grow its marketing operations and activities in support of its strategic aspirations.

During the year, the Company moved forward on its agenda of growth into new markets around the world by establishing brand awareness and generating demand from focused target segments. Your Company is continually investing in marketing, with the below objectives:

- Ensure that your Company is known for providing high quality, innovative lending and transaction banking solutions to the target markets.

- Establish your Company as an Industry Thought Leader.

- Equip the sales team fully with all the material and tools required to sell the product or service the Company offers.

Industry Interactions

During the year, NSEL participated in number of leading Industry fora globally to showcase it’s expertise and product offerings. Such key forums include:

Continuing our strategic focus on Australia, NSEL sponsored the 10th annual Australian Mortgage Innovation Summit 2019 where it presented it’s views on “Transforming Lending for Tomorrow - Going beyond Digital”. Throughout the year, NSEL also hosted a number of roundtable sessions with industry leaders across a range of business segments.

In South East Asia (SEA), NSEL participated in the 8th Innovation and New Technology in Cash Management event hosted by GFMI - Global Financial Markets Intelligence. It conducted an exclusive Masterclass workshop focused on the topic “Chasing Digital - A Digitization Playbook for Wholesale banking”.

In the Middle East, the NSEL team showcased its digital lending solutions at the Middle East Banking Innovation Summit 2018, (MEBIS) and addressed the session on “Transforming Financial Services Beyond Digital”. NSEL presented it’s views on the evolving nature of technology at the GCC Smart Government & Smart Cities conference -a global platform dedicated to shaping the future of government in Dubai.

NSEL sponsored the 61st RBAP Charter Anniversary Symposium 2018 in the Philippines and showcased expertise on how the unique combination of advanced lending technology and cloud can help rural banks in the Philippines in providing end-to-end digitized loan services, making better credit decisions faster, quickly scaling operations and ensuring faster compliance to regulatory requirements.

NSEL demonstrated how banks in Malaysia can leverage technologies such as artificial intelligence and analytics in payments to enable added security, speed and convenience for their corporate customers at the IDC Financial Insights’ FinTech Innovation Summit 2018 in Malaysia. NSEL was invited to present to the board of one of Malaysia’s largest banks, as part of their board-level initiative, to investigate the future of technology in banking.

In Indonesia, NSEL presented it’s views on the topic -”Artificial Intelligence for Risk Mitigation in an era of Faster Payments” at the Asian Banker Future of Finance Summit.

In Africa, NSEL participated in The New Age Banking Summit (NABS 2018) in Lagos, Nigeria. NSEL also participated in the Seamless East Africa 2018 and showcased expertise on how it’s solutions can help banks become the digital corporate bank of tomorrow - today.

In India, we demonstrated how our market leading solution, FinnOne Neo Cloud, is helping NBFCs and HFCs drive innovation in lending by enabling faster launch of personalized products, customer centric loan services, making better credit decisions faster and on-demand scalability at the 5th NBFC100 Tech Summit in Mumbai. We also attended the 5th Microfinance & NBFCs Exhibition (MiNE 2018) in Kolkata and demonstrated how the use of advanced technology can help reduce time to market, make better credit decisions faster, scale up quickly and incorporate data driven insights easily.

NSEL hosted an online, interactive roundtable webinar on ‘Driving Innovation in lending with cloud’ inassociation with Dun & Bradstreet. NSEL attended the 3rd NBFC100 Tech Summit in Delhi, and organized an industry roundtable, for banks & NBFCs, on ‘Lending with Analytics & AI: Profitable, Smarter & Customer-oriented’ in Mumbai in association with Dun & Bradstreet.

Digital Presence & Visibility

Your Company continued to build its presence in the traditional media as well as on social media channels. Media activities continued with interactions with worldwide media including television, print, wires and online portals and source exclusive media opportunities in various geographies such as Australia, Africa, the Middle East and India. Social media has been a focus area, covering a wide range of brand activities and our successes. Your Company used social media primarily for activities involving thought leadership blogs, articles, press releases, customer video testimonials and other business content marketing purposes.

22. HUMAN RESOURCE MANAGEMENT

Your Company is determined to accelerate its growth story by corresponding to the changing needs of diverse workgroup by fostering an engaging work environment, to constantly build up the unique capabilities and skills of the people. The global employee strength of the Company, at the end of FY 2019, was 2,054.

During the year, there were many new launches of organization-wide initiatives to ensure that the high-performance and dedicated workforce worked unitedly towards excellence, like:

1. Delivering Business Excellence - Frequent connect sessions with associates largely targeting the high potential areas

a. Gathering insights about the workplace, culture & opportunities offered & sharing them with the business for preventive action

b. Acting as strategic business partner by regularly sharing HR metrics in the form of dashboard and meeting for actions on a monthly and quarterly basis

c. Launch & closure of Trust Survey

d. Closure of actions of last year Trust Survey

e. Gearing up for making it “One of the Great Places to Work for”

2. Employee Assist - Conceptualize & execute suitable interventions to keep associates motivated with a key objective of “Enhancing Employee Experience”

a. Revamping referral program to attract talent from the industry

b. Aligning the annual performance management process (NucEDGE18) to the industry standards

c. Launch of day care in Nucleus Software premises

d. Coffee sessions with Senior Leadership

e. Launch of Skillsoft’s e-learning modules organization wide, as a platform to improve technology skills and soft skills

f. Focus on leadership development via:

i. Leadership Engagement Action & Development (LEAD) and Young Leaders’ Program (YLP)

ii. IIM/MDI residential programs

g. MIT online design thinking and system architecture programs

h. CYMORG, a business simulation tool for top leaders to hone their decision making skills

- nanobytes launched organization wide : gamified short learning capsules focusing on specific competencies for individuals and teams

- initiatives towards values understanding

Your Company’s focus lies in creating a performance-based culture, driven by focused growth and clear career development plan for each employee. The HR roadmap will also focus on ‘Collaboration & Acceleration’ to stimulate our strategic growth through employee empowerment to make it a great place to work for.

23. CORPORATE GOVERNANCE

The Directors at NSEL believe that good and effective Corporate Governance is basic to achieve corporate vision and mission of the organization; it is more that organizational culture rather than a steadfast adherence to rules and regulations that propels organisations like NSEL to greatness. Corporate Governance is about optimizing all the stakeholders’ value legally, ethically and sustainably. Law alone cannot bring changes and transformation and voluntary compliance both in form and in spirit plays an important role in developing good Corporate Governance.

Your Company has established and maintained a strong ethical environment, overseen by Board of Directors, where 5 out of 8 Directors are Independent. The Company’s practices and policies reflect the true spirit of Corporate Governance initiatives.

Your Company is in compliance of all mandatory requirements of Corporate Governance as stipulated as per Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015. Compliance status is provided in the Corporate Governance section of the Annual Report. A certificate issued by the Statutory Auditors of the Company under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015, confirming compliance of the conditions of Corporate Governance, is provided as Annexure C to this Directors’ Report. The auditors’ certificate for fiscal 2019 does not contain any qualifications, reservations or adverse remark.

A detailed report on Corporate Governance for the year forms part of the Annual Report.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Ms. Ritika Dusad, Non Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

Mr. S M Acharya, Mr. Prithvi Haldea, Prof. Trilochan Sastry, and Mrs. Elaine Mathias are Independent Directors as per the Companies Act, 2013, not liable to retire by rotation, to hold office for five consecutive years. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Mr. Prithvi Haldea and Prof. Trilochan Sastry were appointed as Independent Directors of the Company to hold office for five consecutive years for a term up to July 25, 2019, not liable to retire by rotation. Mrs. Elaine Mathias was appointed as Independent Director of the Company to hold office for five consecutive years for a term up to September 19, 2019, not liable to retire by rotation. The Board of Directors at their meeting held on April 23, 2019 at the recommendation of Nomination and Remuneration/Compensation Committee, recommended reappointment of Mr. Prithvi Haldea, Prof. Trilochan Sastry and Mrs. Elaine Mathias as Independent Directors for another term of five years, subject to approval of shareholders in the forthcoming Annual General meeting.

During the year, the tenure of Mr. N. Subramaniam as an Independent Director of the Company came to an end on March 31, 2019. Mr. N. Subramaniam conveyed his desire not to seek re-appointment as an Independent Director of Company for the second term. The Board members thanked Mr. N. Subramaniam for his immense contribution and guidance, and in framing a strategic roadmap of the Company during his tenure.

Mr. R. P. Singh was appointed as a Whole-time Director of the Company, by the Board of Directors for a period of 5 years, on July 26, 2014. His current term of appointment as a Whole time Director is expiring on July 25, 2019. Further, the Board of Directors on the recommendation of the Nomination and Remuneration/Compensation Committee appointed Mr. R. P. Singh, Whole-time Director as the Chief Executive Officer of the Company i.e. April 1, 2018.

The Board members, at their meeting held on April 23, 2019, on the recommendation of Nomination and Remuneration/ Compensation Committee, have approved the re-appointment of Mr. R P Singh as a Whole-Time Director for another term of five years, subject to approval of shareholders in the forthcoming Annual General Meeting.

Mr. Vishnu R. Dusad was reappointed as Managing Director w.e.f. January 1, 2017 for a period of 5 years. His present term expires on December 31, 2021.

During the year, the Non-Executive 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 Company.

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Vishnu R. Dusad, Managing Director, Mr. R. P. Singh, CEO, Mr. Ashish Nanda, Chief Financial Officer and Ms. Poonam Bhasin, Company Secretary are the Key Managerial Personnel of the Company as on date of the report.

25. BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its own performance and performance of the Chairman, Board committees and individual directors pursuant to the provisions of the Companies Act 2013 and the Corporate Governance requirements under Regulation 25 (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015.

The Board, along with the Nomination and Remuneration/ Compensation Committee, developed and adopted the criteria and framework for the evaluation of each of the Directors and of the Board and its Committees.

The evaluation was then conducted as per the approved process (explained in detail in the Report on Corporate Governance of the Annual report). The Chairman of the Committee also had interactions with each of the Directors and sought their feed-back and suggestions on the overall Board Effectiveness and Directors performance.

In addition, pursuant to the provisions of Schedule IV to the Companies Act, 2013 the Independent Directors reviewed the performance of the Non-Independent Directors and of the Board as a whole, performance of the Chairman of the Board taking into account the views of all the Directors, and the quality, quantity and timeliness of flow of information between the Company management and the Board and its sufficiency for the Board to effectively perform its duties.

The Chairman placed the Evaluation Summary before the committee members. The same was discussed in detail, and the members recorded their satisfaction.

26. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The primary responsibility of the Nomination and Remuneration/ Compensation Committee (NRC) is to identify and nominate suitable candidates for Board membership. The Committee also formulate policies relating to the remuneration of Directors, Key Managerial Personnel and other senior employees of the Company.

The Committee, while evaluating potential candidates for Board membership, considers a variety of personal attributes, including experience, intellect, foresight, judgment and transparency, and match these with the requirements set out by the Board. The basic responsibilities of NRC with regard to Directors’ appointment are as follows:

- Recommending desirable changes in Board size, composition, Committee structure and processes, and other aspects of the Board’s functioning;

- Formulating criteria for determining qualifications, positive attributes and Independence of a Director

- Conducting search and recommending new Board members in light of resignation of current members or a planned expansion of the Board;

- Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The policy of the Company for “Selection of Directors” is provided as Annexure D and “Policy of Remuneration for Directors, Key Managerial Personnel and other Employees” is provided as Annexure E to this Directors’ Report. These Policies are also available on the Company website link: http://www. nucleussoftware.com/investors.

27. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015.

28. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR’S

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters can be accessed on the Company website link : http://www. nucleussoftware.com/investors.

29. MEETINGS OF THE BOARD OF DIRECTORS

The Board met 8 times during the year. The details are provided in the Report on Corporate Governance, a part of the Annual Report.

30. COMMITTEES OF THE BOARD

There are four Committees of the Board as on March 31, 2019, as follows:

- Audit Committee

- Nomination and Remuneration/Compensation Committee

- Stakeholder Relationship Committee

- Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of the Annual Report.

The Composition of Board Committees as on March 31, 2019 is as follows:

Audit Committee

Nomination & Remuneration / Compensation Committee

Stakeholder Relationship Committee

Corporate Social Responsibility Committee

Mr. S M Acharya

V

V

Mr. Vishnu R Dusad

V

V

Mr. Prithvi Haldea

V

V

V

V

Mrs. Elaine Mathias

V

V

Prof. Trilochan Sastry

V

V

V

V

Mr. N. Subramaniam*

V

* Mr. N Subramaniam, whose current term expired on March 31, 2019, had conveyed his desire not to seek re-appointment as an Independent Director of the Company for the second term. Accordingly Mr. N Subramaniam ceased to be Director of the Company w.e.f. April 1, 2019.

31. VIGILANCE MECHANISM

The Company has a well-established whistle blower policy as part of it’s prevalent oversight mechanism for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of conduct or ethics policy. This mechanism also provides for adequate safeguards against victimization of Director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

32. SIGNIFICANT AND MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

33. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee, under Sec 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

34. RISK MANAGEMENT POLICY

The Company has developed and implemented a ‘Risk Management Policy’ that includes identification of elements of risk, which in the opinion of the Board may threaten the existence of the Company. Risk Management Report forms a part of the Annual Report.

35. ADDITIONAL INFORMATION TO SHAREHOLDERS

Detailed information to the shareholders is provided in the Shareholders’ Referencer, a part of the Annual Report.

36. AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rules framed thereafter, M/s BSR and Co., LLP, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Annual General Meeting (AGM) of the Company held on July 8, 2016 until the conclusion of Annual General Meeting of the Company to be held in Calendar year 2021. The requirement to place the matter relating to appointment of the statutory auditors for ratification by the Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM and a note in respect of same has been included in the Notice for the ensuing AGM.

Secretarial Auditor

As per the Companies Act 2013, Secretarial Audit by a practicing Company Secretary has become mandatory for prescribed companies, and they are required to annex the Secretarial Audit report with their Board Report in the Annual Report. We are pleased to inform that your Company, as a voluntary practice, has been getting Secretarial Audit done for the past several years and also reporting it in the Annual Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed, M/S Sanjay Grover and Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Report in the prescribed Form MR 3 is provided as Annexure F to this Directors’ Report. The Secretarial Auditors’ Report does not contain any qualification, reservation or adverse remark.

The Company voluntarily adheres to the various Secretarial Standards issued by the Institute of Companies Secretaries of India.

37. INTERNAL FINANCIAL CONTROLS

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

M/s BSR and Associates LLP, the statutory auditors of the Company, has audited the financial statements included in the annual report and has issued an attestation report on our internal control over financial reporting (as defined in Section 143 of Companies Act 2013).

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Inclusive growth and sustainable development are strong pillars of your Company’s responsible corporate citizenship and are a part of the core values and driving force for many of its initiatives. The Company believes that responsible investments in this regard will generate long term value for all the stakeholders.

In accordance with requirements of The Companies Act 2013, the Company has a Corporate Social Responsibility Committee comprising of a majority of Independent Directors and chaired by an Independent Director, Prof. Trilochan Sastry, Mr. Vishnu R Dusad, Mr. Prithvi Haldea and Mr. S. M. Acharya are the other members. The Committee framed and recommended a CSR Policy to the Board for adoption and instituted a transparent monitoring mechanism for ensuring implementation of the projects / activities to be undertaken by the Company.

The CSR Policy may be accessed on the Company website link: http://www.nucleussoftware.com/investors.

Your Company has set up Nucleus Software Foundation (NSF), a Trust for the purposes of undertaking CSR activities of the Company. This Foundation, established in 2014 as a Section 25 Company, works towards its stated mission: “Empowering underprivileged with essence of education and thereby better livelihood and better life”.

During the year, the Foundation worked towards its aim to improve the educational quality standards for the underprivileged children studying at government primary schools and NGO aided schools, through its benchmark remedial program, NSF Hybrid Learning Program.

The NSF team has designed a remedial program to bridge the gap identified by the baseline test conducted across the selected schools. The program bridges the gap of the students in the area of Math and English. The aim is to bring children closer to the learning levels appropriate for their assigned classes. The program helps in learning through the well-curated teaching learning material, practice notebooks, engaging digital content, and doing intelligent assessments. The digital content on the tab is mapped to the remedial program which we have designed based on the learning level of the student.

NSF was able to reach over 2500 students across 70 schools In Noida, Greater Noida, and Dehradun. The program was run in an intensive mode, with facilitators from our implementing partners’, at the selected 30 schools on a daily basis.

In the remaining schools of Greater Noida, NSF had trained the selected teachers of the respective schools to manage the program. This has resulted in an improvement in the learning levels of children in these government schools.

Besides the government schools, NSF worked extensively with an NGO learning centre in Ghaziabad where it sponsored their human resource, rental cost, and helped them in designing an effective learning program. The students of NGO use NSF Hybrid Learning Program quite extensively. NSF also conducted sports day and some other recreational activities for them.

The other CSR initiatives undertaken by the Foundation during the year were:

- Sponsored tuition and hostel fees for two students of IIT Roorkee.

- Supported the training needs of nine young kids in the Vikasnagar area of Dehradun where NSF worked in government schools.

- Skill Development and livelihood support: Provided tailoring training to the underprivileged women in Chennai.

- Assisting an NGO ‘Ables Charity’ at Faridabad and ‘Samriddhi Trust’ at Sadarpur Noida to run their bridge schools for out-of-school children.

The Annual Report on CSR activities is provided as Annexure G to this Directors’ Report.

39. EMPLOYEE STOCK OPTION PLAN (ESOP)

Currently, there is only one ESOP scheme prevalent in the Company; ESOP scheme - 2015 (instituted in 2015). As per ESOP scheme 2015, equity shares would be transferred to eligible employees on exercise of options through Nucleus Software Employee Welfare Trust, which is established to carry out activities for the benefit and welfare of its Employees by launching various Schemes in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Details of ESOP as per the provisions of Companies Act, 2013 and Rules made there under are as follows:

Particulars

2015 Plan

a)

Total number of options under the Plan

500,000

(b)

Pricing formula

100% of the Fair Market Price as on date of grant

(c)

Options granted during the year

-

(d)

Options vested as of March 31, 2019

-

(e)

(i)

Options exercised during the year

-

(ii)

Total number of shares arising as a result of exercise of above options during the year

(f)

Options forfeited during the year

-

(g)

Option lapsed during the year

-

(h)

Variation of terms of options during the year

-

(i)

Amount realized by exercise of options during the year

-

(j)

Total number of options in force as on March 31, 2019

-

During the year, no stock options were granted to any employee under the above-mentioned ESOP plan and therefore no calculations are required to be made or reported regarding difference between intrinsic value and fair market value of ESOPs granted.

40. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed as Annexure H to this Directors’ Report.

Having regard to the provisions of the first provision to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is available on the Company’s website.

41. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to as per Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2019, 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 the Companies Act, 2013, 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2018-19.

42. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in the prescribed Form MGT-9, is provided as Annexure I to this Directors’ Report. The same is available on http://www.nucleussoftware.com/ investors.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is provided as Annexure J to this Directors’ Report.

44. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

45. INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Nucleus values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company has put in place a ‘Policy against Sexual Harassment’, compliant with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Sexual Harassment Act”). The Internal Complaints Committee at all the locations of the Company across India has been constituted, to consider and resolve all sexual harassment complaints as reported under the policy. The Committee also includes external member from NGOs or with relevant experience. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy. There were no complaints received, disposed and/or pending during the financial year.

46. ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for the co-operation received from the Government of India, State Governments of Delhi, Uttar Pradesh and Rajasthan, Customs and Excise Departments, Department of Scientific and Industrial Research ( Ministry of Science and Technology) ,Software Technology Park-Noida, Software Technology Park-Chennai, Software Technology Park-Pune, Special Economic Zone authorities and other government agencies.

Your Directors would also like to thank the Company’s customers, bankers, vendors, partners and shareholders for their continued support to the Company. In specific, the Board would like to put on record its sincere appreciation of the commitment and contribution made by all employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Noida S. M. Acharya

April 23, 2019 Chairman

Source : Dion Global Solutions Limited
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