TO
THE MEMBERS OF
IRIS BUSINESS SERVICES LIMITED
Your Board of Directoffice ("Board") is pleased to present the Twenty-third
Annual Report of your Company, for the financial year ended March 31, 2023.
1. SUMMARY OF OPERATIONS / RESULTS
(Amount in thousands - H)
|
Standalone |
Consolidated |
Particulars |
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
Turnover |
6,75,433 |
5,61,519 |
7,35,712 |
6,12,723 |
Other Income |
12,110 |
7,550 |
13,322 |
7,445 |
Total Expenditure |
6,41,948 |
5,56,212 |
6,97,016 |
6,03,906 |
Operating Profit (Loss) |
45,595 |
12,857 |
52,018 |
16,262 |
Exceptional Items |
- |
- |
- |
- |
Net Profit (Loss) before tax |
45,595 |
12,857 |
52,018 |
16,262 |
Tax Expense |
|
|
|
|
Current Tax |
8,822 |
1,100 |
9,004 |
1,150 |
Deferred Tax |
- |
- |
166 |
61 |
Tax expense/(income) for earlier years |
- |
5,000 |
(3) |
5,000 |
Profit (Loss) for the year |
36,773 |
6,757 |
42,851 |
10,051 |
2. PERFORMANCE OF THE COMPANY
On the back of a rebound in the growth in the Collect segment, the company's revenue
for the reporting year grew 21% over the previous year. The Create segment, which caters
to enterpirses, continued to perform creditably in the reporting year as well. Notably,
towards the end of the financial year, the company was able to bag a couple of important
contracts in the Collect segment.
Highlights of financial results (Amount in Thousands - H)
Particular |
FY 2023 |
Standalone FY 2022 |
% Increase/ (Decrease) |
FY 2023 |
Consolidated FY 2022 |
% Increase/ (Decrease) |
Revenues |
6,87,543 |
5,69,069 |
20.82 |
7,49,034 |
6,20,168 |
20.78 |
Revenues from operation |
6,75,433 |
5,61,519 |
20.29 |
7,35,712 |
6,12,723 |
20.07 |
Revenues from export |
3,98,055 |
2,87,942 |
38.24 |
4,58,110 |
3,37,800 |
35.62 |
Revenues from "Collect" segment |
2,48,099 |
2,10,910 |
17.63 |
2,68,833 |
2,31,092 |
16.33 |
Revenues from "Create" segment |
3,92,492 |
3,19,817 |
22.72 |
4,32,037 |
3,50,840 |
23.14 |
Revenues from "Consume" segment |
34,842 |
30,792 |
13.15 |
34,842 |
30,791 |
13.15 |
Other income |
12,110 |
7,550 |
60.40 |
13,322 |
7,445 |
78.94 |
Employee Costs |
3,89,857 |
3,29,834 |
18.20 |
4,07,966 |
3,47,691 |
17.34 |
Finance Costs |
9,785 |
10,480 |
(6.63) |
10,196 |
10,676 |
(4.50) |
Travel related expenses |
21,303 |
9,956 |
113.97 |
25,172 |
11,987 |
109.99 |
Other Expenses |
1,95,514 |
1,63,786 |
19.37 |
2,31,774 |
1,93,224 |
19.95 |
Depreciation and Amortization |
46,792 |
52,112 |
(10.21) |
47,080 |
52,315 |
(10.01) |
Exceptional Items |
- |
- |
- |
- |
- |
- |
3. STATE OF COMPANY AFFAIRS
Your company continues to be recognized as a key player in the global regulatory
reporting solutions market, especially with respect to solutions built on the extensible
Business Reporting Language (XBRL) standard. Your company also occupies a distinct
position in the market with IP driven product offerings across the information supply
chain encompassing enterprises and regulatoffice. The Covid pandemic had resulted in a
material slowdown in regulatory spends on technology. However, the current year saw a
revival and the company has been also benefitted by this improvement in demand conditions.
The enterprise segment of the business continues to witness good traction. Your company's
flagship product, IRIS Carbon is also now offering a disclosure management product which
will boost productivity in building collaborative reports, particularly for the CFO's
office. We are also planning an entry into the ESG reporting space where the company
brings obvious strengths in the XBRL space, which when combined with the disclosure
management suite should offer significant value to customers. In the tax technology space,
the company is steadily expanding its footprint among enterprises in the Indian market.
Our softwareto facilitate bank automated compliance data reporting, IRIS iDeal has seen
robust demand in the Indian marketplace. We continue to evangelize the XBRL reporting
standard across the world with special focus on the Africa continent.
4. TRANSFER TO RESERVE
The Board does not propose to transfer any amount to general reserve out of the net
profits of the Company for the financial year 2022-23.
5. DIVIDEND AND TRANSFER TO IEPF
With a view to conserving resources, the Board has not recommended any dividend during
the year under review.
The Company was not required to transfer any unpaid / unclaimed amount of dividend to
IEPF during the financial year ended March 31, 2023.
6. CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of business during the financial year ended March
31, 2023.
7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the Company's financial
position since the end of the Financial Year of the Company and date of this Report.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOFFICE OR COURTS OR TRIBUNAL
No significant or material order was passed, during the period under review, by the
Regulatoffice or Courts or Tribunals bearing an impact on the going concern status and
Company's operations in future.
9. RISK AND CONCERN
Your company primarily operates in two distinct customer segments, one that comprises
regulatoffice and other being enterprises. Though both have separate characteristics, the
common denominator continues to be that of intense competition. However, the company's
ability to offer integrated solutions is a unique feature that helps us to stand out. The
Collect segment has risks pertaining to execution where there could be substantial time
creep or change in requirements that impact profitability. Moreover, we also see certain
regulatoffice preferring large, omnibus RFPs where we can only bid for specific components
with partners. Our presence in the US and European markets are also limited at this point
of time in the regulatory platform solutions business. In the Create segment, deep
pocketed competitoffice invest heavily in on the ground sales and marketing as well as in
product features. However, we continue to hold on our own with frugal engineering
practices and innovative solutions. We also see consolidation among players in the
European market that could affect the competitive dynamics, especially in the business of
regulatory data collection platforms.
10. RISK MANAGEMENT
Your Company is aware of the risks associated with the business. The Company follows a
method for identifying, minimizing and mitigating risks which will be periodically
reviewed. The Company has a risk management system in place for the purpose of
identification of all the major elements of risk, which in the opinion of the Board may
threaten the existence of the company.
Some of the risks identified which will have the attention of the management are:
- Securing critical resources including capital and human resources;
- Data Security;
- Ensuring cost competitiveness;
- Building product differentiation and the appropriate value proposition;
- Maintaining and enhancing customer service standards;
- Identifying and introducing innovative marketing and branding activities, especially
in the digital media.
11. DEPOSITS
During the year under review, the Company has not accepted any deposits from the public
falling within the purview of provisions of Section 73 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014. As on March 31, 2023, there were no deposits which
were unclaimed and due for repayment.
12. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION
TO OVERALL PERFORMANCE OF THE COMPANY
The Company had the following subsidiaries as on March 31, 2023:
1. IRIS Business Services (Asia) Pte. Ltd., Singapore
2. IRIS Business Services, LLC, United States of America
3. Atanou S.r.l., Italy
4. IRIS Logix Solutions Private Limited, India
None of the above companies ceased to be a subsidiary during the year under review. The
Company does not have any Joint Venture or Associate Company.
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company's Subsidiaries in Form AOC-1 is
enclosed as
"Annexure 1" to this report. The consolidated financial statement of
the company forms part of this annual report.
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
financial statements in respect of subsidiaries, are available on the website of the
Company at https://www.irisbusiness.com/investoffice/financials/ Any Member, who is
interested in obtaining a copy of the financial statements of subsidiaries companies, may
write to the Company Secretary at cs@irisbusiness.com.
As on the financial year ended March 31, 2023, none of the subsidiaries of the Company
were identified as material subsidiary' within the meaning of Regulation 16(1)(c) of
SEBI Listing Regulations.
13. SHARE CAPITAL
During the year, there was no change in the authorised share capital of the Company.
However, the paid-up share capital of the Company increased from Rs.19,21,81,620/-
divided into 1,92,18,162 Equity Shares of Rs.10/- each to Rs.19,36,11,620/- divided into
1,93,61,162 Equity Shares of Rs.10/- each on account of issue and allotment of 1,43,000
Equity Shares of Rs.10/- to eligible employees upon exercise of the options granted to the
said employees under IRIS Employee Stock Options Scheme, 2017. i. Issue of Equity Shares
with Differential Rights: The Company has not issued any equity shares with differential
rights during the financial year ended March 31, 2023. ii. Issue of Sweat Equity Shares:
The Company did not issue any Sweat Equity Shares during the financial year ended March
31, 2023.
14. EMPLOYEE STOCK OPTIONS SCHEME
The shareholders of the Company approved IRIS Employee Stock Options Scheme, 2017
("Scheme") at the Extra Ordinary General Meeting held on September 13, 2017. The
Nomination and Remuneration Committee of the Board, inter-alia, administers and
monitoffice the Employees Stock Option Scheme of the Company in accordance with the
applicable provisions of the Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 ("SEBI SBEB Regulations") as amended from time to
time. Pursuant to shareholders' approval, the Nomination and Remuneration Committee of the
Board granted Options to the eligible employee(s) under the Scheme. Further, the
shareholders of the Company granted their approval through Postal Ballot for ratification
of the Scheme and for extension of benefits of the Scheme for the eligible employees of
subsidiary Company(ies) of the Company. As per the application to BSE Limited, the Stock
Exchange, the Company received an in-principal approval of the Stock Exchange dated April
19, 2019 for the Scheme. The details of Scheme as required under Rule 9 of Companies
(Share Capital and Debentures) Rules, 2014 and those under SEBI (Share Based Employee
Benefits) Regulations, 2014, as amended, to the extent applicable are provided in
"Annexure 2" attached hereto. The Scheme is in compliance with the SEBI
SBEB Regulations. Further, there were no material change in the Scheme during the year.
The details required under Regulation 14 of the SEBI (Share Based Employee Benefits)
Regulations, 2014 are disclosed on Company's website at
https://www.irisbusiness.com/investoffice/ disclosures-announcements/ During the year
ended March 31, 2020, the Board of Directoffice of the Company approved IRIS
Business Services Limited Employee Stock Option Scheme 2019' ("IRIS ESOS 2019" /
"Scheme") covering up to 14,00,000 (Fourteen Lakh) Employee Stock Options to
eligible employees of the Company, as determined in terms of IRIS ESOS 2019, in one or
more tranches, exercisable in aggregate into not more than 14,00,000 (Fourteen Lakh)
equity shares of face value of Rs.10/- each fully paid up. IRIS ESOS 2019 is subject to
the approval of shareholders of the Company at a future date in alignment with the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
15. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has internal financial control and risk mitigation system which is
constantly assessed and strengthened. The Company also conducts internal audits from time
to time. The Audit Committee actively reviews the internal audit report, adequacy and
effectiveness of the internal financial control and suggests improvements for the same.
16. DECLARATIONS GIVEN BY DIRECTOFFICE
The Company has received necessary declarations and disclosures from its Independent
Directoffice under Section 149(7) and Section 184(1) of the Companies Act, 2013 ("the
Act") stating that they meet the criteria of independence as laid down in Section
149(6) of the Companies Act, 2013 and under the applicable provisions of the SEBI Listing
Regulations and have disclosed their interest in the form MBP-1. All the Directoffice have
certified that the disqualifications mentioned under sections 164, 167 and 169 of the
Companies Act, 2013 do not apply to them. The Independent Directoffice have complied with
the Code for Independent Directoffice prescribed in Schedule IV to the Act. The Board of
the Company has taken the disclosures on record after verifying the due veracity of the
same. In the opinion of the Board, all the Independent Directoffice possess the integrity,
expertise and experience including the proficiency required to be Independent Directoffice
of the Company, fulfil the conditions of independence as specified in the Act and the SEBI
Listing Regulations and are independent of the management and have also complied with the
Code for Independent Directoffice as prescribed in Schedule IV of the Act. All the
Independent Directoffice of the Company are also registered with the databank of
Independent Directoffice as required under the provisions of the Companies Act, 2013.
The Directoffice and the senior management personnel have affirmed compliance with the
Code of Conduct for Directoffice and Senior Management Personnel during the year under
review.
17. DIRECTOFFICE AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD
The composition of Board of Directoffice of the Company as on March 31, 2023 is as
follows:
Sr. |
Name of Director |
DIN |
Category |
1. |
Mr. Swaminathan Subramaniam |
01185930 |
Promoter, Whole Time Director & CEO |
2. |
Mr. Balachandran Krishnan |
00080055 |
Promoter, Whole Time Director & CFO |
3. |
Ms. Deepta Rangarajan |
00404072 |
Promoter, Whole Time Director |
4. |
Mr. Puthenpurackal Kuncheria Xavier Thomas |
09760233 |
Whole Time Director & CTO |
5. |
Mr. Vinod Balmukand Agarwala |
01725158 |
Independent Director |
6. |
Mr. Ashok Venkatramani |
02839145 |
Independent Director |
7. |
Mr. Bhaswar Mukherjee |
01654539 |
Independent Director |
8. |
Mr. Haseeb A. Drabu |
00489888 |
Independent Director |
Mr. Bhaswar Mukherjee and Mr. Ashok Venkatramani were reappointed by the Board of
Directoffice of the Company at their meeting held on May 27, 2022 and by the shareholders
of the Company on August 25, 2022 as Non-Executive Independent Director(s) of the Company
for second and final term of five (05) years w.e.f October
9, 2022 upto October 8, 2027 and Mr. Vinod Agarwala was reappointed in the same Board
Meeting and General Meeting as the Non-Executive Independent Director(s) of the Company
for second and final term of three (03) years w.e.f November 27, 2022 upto November 26,
2025.
Mr. Puthenpurackal Kuncheria Xavier Thomas, (DIN: 00080055), was appointed by the Board
of Directoffice of the Company as Whole Time Director(s) of the Company for a period of
five years effective from November 11, 2022 on the recommendation of the Nomination and
Remuneration Committee at its meeting held on November 11, 2022 and the shareholders of
the Company approved the said appointment on February 04, 2022 through postal ballot.
Further, based on the recommendation of the Nomination and Remuneration Committee, the
Board of Directoffice in their meeting held on May 26, 2023 have approved the
re-appointment of Mr. Swaminathan Subramaniam, (DIN: 01185930), Ms. Deepta Rangarajan,
(DIN: 00404072) and Mr. Balachandran Krishnan, (DIN: 00080055) of the Company for a period
of three (03) years w.e.f May 01, 2024 subject to the approval of shareholders of the
Company at the ensuing Annual General Meeting.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Swaminathan Subramaniam, (DIN: 01185930), Whole
Time Director, retires by rotation at the forthcoming 23rd Annual General
Meeting, and being eligible, has offered himself for re-appointment.
Apart from the above, there was no other change in the composition of the Key
Managerial Personnel during the period under review.
18. BOARD AND COMMITTEE MEETING(S)
A total of 19 Board/Committee meetings were held during the year under review
comprising 5 Board meetings, 5 meetings of the Audit Committee, 5 meetings of the
Nomination and Remuneration Committee, 1 meetings of the Stakeholders Relationship
Committee, 1 meeting of the Risk Management Committee, 2 meeting of the Rights Issue
Committee, 1 Independent Directoffice' meeting and due to non-applicability of CSR
provisions no meeting was held for Corporate Social Responsibility Committee.
Committees of Board:
The Company has Seven (7) Board-level Committee(s), which have been established in
compliance with the provisions of the Act and SEBI Listing Regulations:
- Audit Committee;
- Nomination and Remuneration Committee;
- Stakeholder's Relationship Committee;
- Corporate Social Responsibility Committee;
- Risk Management Committee;
- Rights Issue Committee; and
- Business Responsibility and Sustainability Committee
Details of Committees along with their terms of reference, composition and attendance
of Members at the meeting of the Committees are provided in the Corporate Governance
Report.
I. Audit Committee:
The Audit Committee has been constituted by the Board, in accordance with the
provisions of Section 177 of the Act read with Regulation 18 of SEBI Listing Regulations.
During the year under review, the Board had accepted all the recommendations of the Audit
Committee.
II. Nomination and Remuneration Committee:
Pursuant to the provisions of Section 178 of the Act read with Regulation 19 of SEBI
Listing Regulations, the Board has constituted the Nomination and Remuneration Committee,
which inter-alia recommends to the Board the criteria for appointment of Director(s) along
with the compensation, terms of executive directoffice and senior managerial personnel.
The Board has approved the Nomination and Remuneration Policy for Directoffice, Key
Managerial Personnel and all other Employees of the Company. The said policy is hosted on
the website of the Company. The web link of the same is as follows:
https://www.irisbusiness.com/wp-content/uploads/2023/02/ NRC-Policy.pdf
III. Stakeholder's Relationship Committee:
The Stakeholder's Relationship Committee is duly constituted in accordance with the
provisions Section 178 of the Act, read with Regulation 20 of SEBI Listing Regulations.
The primary objective Stakeholder's Relationship Committee of the Company is to consider
and resolve the grievances of security holders/ members of the Company.
IV. Corporate Social Responsibility ("CSR Committee"):
The CSR Committee is duly constituted as per the provisions of Section 135 of the Act.
The said Committee has been entrusted with the responsibility of formulating and
recommending to the Board, the Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the Company, monitoring the implementation
of the framework of the CSR Policy and recommending the amount to be spent on CSR
activities. The detailed report on CSR activities is attached as "Annexure 3" to
this report.
The key philosophy of the Company's CSR initiative is to promote development through
social and economic transformation. The CSR Policy of the Company can be accessed on the
Company's website at the link provided herein below:
https://www.irisbusiness.com/wp-content/ uploads/2023/02/CSR-Policy.pdf
V. Risk Management Committee
The Board of your Company voluntarily constituted the Risk Management Committee
(RMC') of the Board for the purpose of internal administration.
VI. Rights Issue Committee
The Board of Directoffice at their meeting held on January 29, 2022, has approved the
raising of funds by way of offer and issue of equity shares of the Company on a right
basis (Rights Issue) up to Rs.32.00 Crore and accordingly constituted a Rights Issue
Committee.
VII. Business Responsibility and Sustainability Committee:
The Board of Directoffice at their meeting held on February 13, 2023 constituted the
Business Responsibility and Sustainability Committee on voluntarily basis. The said
committee constituted with an aim to help the business in demonstrating the structure,
policies and processes as set in the principles and core elements of the National
Guidelines on Responsible Business Conduct (NGRBC).
19. COMPLIANCE WITH SECRETARIAL STANDARD
The Company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India on Meetings of the Board of Directoffice and General
Meetings.
20. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were in
the ordinary course of the business, on an arm's length basis and in accordance with the
Policy on Related Party Transactions formulated and adopted by the Company. The
Company has not entered into material contracts or arrangements or transactions with
related parties in accordance with Section 188 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014. The details of the transactions as per
section 188 of the Companies Act, 2013 and rules framed thereunder is enclosed as
"Annexure 4" in Form AOC-2, as required under Rule 8(2) of Companies
(Accounts) Rules, 2014.
The Related Party Transactions are placed before the Audit Committee for prior
approval, as required under applicable law. Only those members of the Audit Committee who
were Independent Directoffice approved the same.
Prior omnibus approval of the Audit Committee is also obtained for the transactions
which are repetitive in nature. A statement of all Related Party Transactions is placed
before the Audit Committee for its review on a quarterly basis, specifying the nature and
value of the transactions.
The Board of Directoffice on the recommendations of the Audit Committee approved the
revised "Policy on Related Party Transactions" to align with the amendments
notified by the SEBI. The Policy on Related Party Transactions is available on the website
of the Company at https://www.irisbusiness.com/wp-content/
uploads/2023/02/Policy-on-Related-Party-Transactions.pdf
21. PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed
as "Annexure 5". The information required under Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment
thereto, is provided in the "Annexure 5" forming part of the Report.
22. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTOFFICE
The Board of Directoffice has carried out an annual evaluation of its own performance,
Committees and individual Directoffice, pursuant to the provisions of the Act, SEBI
Listing Regulations and the guidance note on Board evaluation issued by the Securities and
Exchange Board of India dated January 05, 2017.
The Nomination & Remuneration Committee (NRC) has defined the evaluation criteria
for the performance evaluation of individual Directoffice, the Board and its Committees.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directoffice on the basis of the criteria such as structure of the Board, meetings and
functions of the Board, degree of fulfilment of key responsibilities, establishment and
delineation of responsibilities to Committees, effectiveness of Board processes,
information and functioning and quality of relationship between the Board and the
Management, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as mandate and composition,
effectiveness of the Committees, structure of the Committees and meetings, independence of
the Committees from the Board, contribution to decisions of the Board, effectiveness of
the meetings and quality of relationship of the Committees with the Board and the
Management, etc.
The Board and the NRC reviewed the performance of the individual Directoffice on the
basis of the criteria such as knowledge and competency, fulfilment of functions, ability
to function as a team, initiativestaken,availabilityandattendanceatthemeeting,integrity,
independence, contribution at Board/Committee Meetings and guidance/support to the
management outside Board/Committee Meetings etc. In addition, the performance of the
Chairman was also evaluated on key aspects of his role, including effectiveness of
leadership and ability to steer the meetings, impartiality, ability to keep shareholders'
interests in mind and motivating and providing guidance to the Executive Directoffice etc.
In a separate meeting of Independent Directoffice, performance of Non-Independent
Directoffice, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Directoffice and Non-Executive
Directoffice. The same was discussed in the Board meeting that followed the meeting of the
Independent Directoffice, at which the performance of the Board, its Committees and
individual Directoffice was also discussed. Performance evaluation of Independent
Directoffice was done by the entire Board, excluding the Independent Director being
evaluated.
Outcome of evaluation process: Based on inputs received from the board members, it
emerged that the Board has a good mix of competency, experience, qualifications and
diversity. Each Board member contributed in his/her own manner to the collective wisdom of
the Board, keeping in mind his/her own background and experience. There was active
participation and adequate time was given for discussing strategy. Overall, the Board was
functioning very well in a cohesive and interactive manner.
The NRC Policy including the criteria of annual evaluation of board, committees and
individual directoffice are available on the Company's website
https://www.irisbusiness.com/wp-content/ uploads/2023/02/NRC-Policy.pdf
23. COMPANY'S POLICY OF APPOINTMENT OF DIRECTOR'S AND KEY MANAGERIAL PERSONNEL
In pursuance of the Company's policy to consider human resources as its invaluable
assets, to pay equitable remuneration to all Directoffice, Key Managerial Personnel
("KMP") and employees of the Company, to harmonize the aspirations of human
resources consistent with the goals of the Company and in terms of the provisions of the
Companies Act 2013, this policy on nomination and remuneration of Directoffice, Key
Managerial Personnel and Senior Management has been formulated by the Nomination And
Remuneration Committee and approved by the Board of Directoffice. The policy is
available on the Company's website at https://www.
irisbusiness.com/wp-content/uploads/2023/02/NRC-Policy.pdf
24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed as "Annexure
6" to this report.
25. STATUTORY AUDITOFFICE
M/s. KKC & Associates LLP, Chartered Accountants, (Formerly Khimji Kunverji &
Co LLP) (ICAI Firm Registration No. 105146W/W100621) were appointed as the Statutory
Auditoffice of the Company by the shareholders of the Company at the Twentieth Annual
General Meeting ("AGM") of the Company held on August 14, 2020 to hold office
from the conclusion of Twentieth Annual General Meeting till the conclusion of the
Twenty-fiRs.h AGM.
The Auditoffice' Report on the Financial Statements (Standalone and Consolidated) of
the Company for the year under review, "with an unmodified opinion", as given by
the Statutory Auditoffice, is disclosed in the Financial Statements forming part of this
Annual Report. The Auditoffice' Report on financial statements of the Company for the year
ended March 31, 2023 does not contain any qualifications, reservations or adverse remarks.
26. SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s.
Priti J. Sheth & Associates, Company Secretary, Mumbai, were appointed as a
Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for
Financial Year 2022-23. The report does not contain any qualification, reservation or
adverse remark for the reporting year. The report of the Secretarial Auditor is enclosed
as "Annexure 7".
The Secretarial Audit was not applicable to any of the subsidiaries of the Company
during the year under review.
In pursuance to the SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019
issued by the Securities and Exchange Board of India with respect to the Annual
Secretarial Compliance Report is enclosed as "Annexure 7A".
27. INTERNAL AUDITOR
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s.
M.P. Chitale & Co., Chartered Accountants, Mumbai, were appointed as Internal
Auditoffice of the Company to undertake the Internal Audit of the Company for Financial
Year 2022-23. During the year, the Company continued to implement its suggestions and
recommendations to improve the control environment. Their scope of work included, review
of processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in
all areas.
28. COST AUDITOR
The Company was not required to appoint any Cost Auditor or maintain Cost Audit Records
pursuant to the requirements of Section 148 of the Act during the year under review.
29. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with the Companies (Management and Administration)
Rules, 2014 of the Act, the Annual Return of the Company for the financial year March 31,
2023 in Form MGT-7 is available on the website of the Company https://www.irisbusiness.
com/wp-content/uploads/2023/07/Annual Return .2022-23.pdf
30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not granted any loans, guarantees and investments under the provisions
of Section 186 of the Companies Act, 2013.
31. DIRECTOFFICE' RESPONSIBILITY STATEMENT
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 auditoffice including audit of internal financial controls over financial
reporting by the statutory auditoffice and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that
the Company's internal financial controls were adequate and effective during the financial
year ended March 31, 2023.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Direct
office, to the best of their information and knowledge, confirm that: a) in the
preparation of the annual accounts, the applicable accounting standards have been followed
and that there are no material departures; b) we have selected such accounting policies
and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit and loss of the Company for that period; c) we
have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities; d) we have prepared the
annual accounts on a going concern basis; e) we have laid down internal financial controls
to be followed by the Company and that such internal financial controls are adequate and
were operating effectively; f) we have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
32. HUMAN RESOURCES / INDUSTRIAL RELATIONS, INCLUDING NUMBER OF PEOPLE EMPLOYED
Your Company provides regular training to employees to improve skills. Your Company has
put in place a performance appraisal system that covers all employees. Your Company had
396 permanent employees as on March 31, 2023 while the count was 373 as on March 31, 2023.
33. CORPORATE GOVERNANCE
A separate section on Corporate Governance is enclosed as "Annexure-8" along
with the certificate from the Practicing Company Secretary confirming compliance with
conditions on Corporate Governance as stipulated in the SEBI Listing Regulations as on
March 31, 2023.
34. COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, to provide protection to employees at the workplace and for
prevention and redressal of complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where
employees feel secure. The Company has also constituted an Internal Complaints Committee
to consider and to redress complaints of sexual harassment. During the year under review,
Company did not receive any complaint under the Policy for Prevention of Sexual Harassment
of the Company.
35. REPORTING OF FRAUDS BY AUDITOFFICE
During the year under review, neither the statutory auditoffice nor the secretarial
auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees.
36. WHISTLE BLOWER POLICY / VIGIL MECHANISM
Your Company has Whistle Blower Policy /Vigil Mechanism Policy for the Company to
report to the management instances of unethical behaviour, actual or suspected, fraud or
violation of the Company's code of conduct. Functioning of the Whistle Blower Policy is
reviewed by the Audit Committee / Board on periodical basis. During the financial year
ended March 31, 2023, the Company has not received any complaint under the Whistle Blower
Policy of the Company.
37. CODE OF CONDUCT
The Board of Directoffice has approved a Code of Conduct which is applicable to the
members of the Board of Directoffice and Senior Management Personnel. It is confirmed that
all Directoffice and Senior Management Personnel have affirmed their adherence to the
provisions of the Code of Conduct during the financial year 2022-23. The declaration to
this effect signed by Mr. Swaminathan Subramaniam, Whole Time Director & CEO is
enclosed to the Corporate Governance report as Annexure 8B'.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provisions of Regulation 34(2)(e) of SEBI Listing Regulations, a Management
Discussion & Analysis Report has been separately furnished in the Annual Report.
39. POLICIES AND DISCLOSURE REQUIREMENTS
In terms of provisions of the Act and provisions of the SEBI Listing Regulations, the
Company has adopted the following Policies. The policies are available on Company's
website https://www. irisbusiness.com/investoffice/policies/
Policy on Related Party Transactions
Nomination and Remuneration Policy
Corporate Social Responsibility Policy
Code of Conduct for Director & Senior Management Personnel
Material Subsidiary Policy
Policy for Determination of Materiality of Events
Policy for Preservation of Documents
Terms and Condition of Independent Director
Vigil Mechanism Policy
Code of Conduct to Regulate, Monitor and Report Trading by insiders and Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive
Information ("UPSI")
The Company's Policy on Directoffice' appointment, remuneration and other matters
provided in Section 178(3) of the Companies Act, 2013 forms part of the Nomination and
Remuneration Policy.
40. GENERAL
The Board of Directoffice confirm that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these matters during the
financial year 2022-23:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise;
2. Issue of sweat equity shares.
3. non-exercising of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014;
4. application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status as at the end of the financial
year; 5. difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
41. ACKNOWLEDGEMENTS
Your Board takes this opportunity to thank all its employees for their dedicated
service and firm commitment to the goals of the Company. Your Board also wishes to place
on record its sincere appreciation for the wholehearted support received from members,
clients, bankers and all other business associates. The Company looks forward to continued
support of all these partners in progress.