Dear Members,
The Board of Directors are pleased to present 31st Annual Report on Business
and Operations of your Company Newgen Software Technologies Limited ("the
Company or "Newgen) along with the Audited Standalone and Consolidated
Financial Statements for the financial year ended 31st March 2023.
1. Company's Affairs and Financial Performance:
Newgen Software Technologies is the provider of an enterprise-wide unified digital
transformation platform for automating the end-to-end process and comprehensively managing
content and communications. This is backed by AI-based cognitive capabilities, strong
governance and a robust integration ecosystem. The company's core platforms include
Contextual Content Services (ECM), Low Code Process Automation
(BPM), Omni channel Customer Engagement (CCM) and Artificial Intelligence Cloud.
Globally, many enterprises successfully employ Newgen's industry-recognized low code
application platform to develop and deploy complex, content-driven, and customer-engaging
business applications on the cloud. For more details, kindly refer the Management
Discussion and Analysis Report highlighting the important aspects of the business of the
Company as annexed with this Report.
Key highlights of the Financial Results of the Company prepared as per the Indian
Accounting Standards (Ind-AS) for the financial year ended 31st March 2023 are
as under. Wherever applicable, the Consolidated Financial Statements are also being
presented in addition to the Standalone Financial Statements of the Company.
(Rs' in Lakh)
Particulars |
Standalone |
Consolidated |
|
Financial Year 2022-23 |
Financial Year 2021-22 |
Financial Year 2022-23 |
Financial Year 2021-22 |
Revenue from Operations |
88,780.06 |
71,078.57 |
97,397.88 |
77,896.15 |
Other Income |
3,314.48 |
2,993.38 |
3,398.57 |
2,991.20 |
Total Income |
92,094.54 |
74,071.95 |
100,796.45 |
80,887.35 |
Operating Expenditure |
69,073.22 |
52,966.60 |
76,176.39 |
58,429.80 |
Profit/ loss before Depreciation, Finance Costs, Exceptional items and
Tax Expense |
23,021.32 |
21,105.35 |
24,620.06 |
22,457.55 |
Less: Depreciation/ Amortisation/ Impairment |
1,916.84 |
1,532.43 |
2,466.91 |
1,763.03 |
Less: Finance Costs |
387.31 |
317.79 |
425.10 |
349.16 |
Profit /loss before Exceptional items and Tax Expenses |
20,717.17 |
19,255.13 |
21,728.05 |
20,345.36 |
Add/(less): Exceptional items |
- |
- |
- |
- |
Profit /loss before Tax Expense |
20,717.17 |
19,255.13 |
21,728.05 |
20,345.36 |
Less: Provision for Current Tax |
3,929.82 |
3,090.56 |
4,359.92 |
3,369.64 |
Less: Provision for deferred tax (creditj/charge |
(202.01) |
565.32 |
(258.40) |
554.25 |
Profit after Tax (A) |
16,989.36 |
15,599.25 |
17,626.53 |
16,421.47 |
Total Comprehensive Income/Loss (B) |
(224.66) |
(268.34) |
520.87 |
(72.13) |
Total (A+B) |
16,764.70 |
15,330.91 |
18,147.40 |
16,349.34 |
Balance of profit /loss for earlier years |
56,797.94 |
43,647.14 |
60,342.22 |
46,362.60 |
Less: Dividend paid on Equity Shares during the year for the previous
financial year |
3,148.01 |
2,448.45 |
3,148.01 |
2,448.45 |
Add: Adjustment of deferred tax |
|
- |
- |
- |
Profit available for Appropriation |
70,639.29 |
56,797.94 |
74,820.74 |
60,342.22 |
Balance carried to Balance Sheet |
70,639.29 |
56,797.94 |
74,820.74 |
60,342.22 |
On a consolidated basis, the Company's revenue from operations stood at '
97,397.88 lakh reflecting an increase of 25.04 % in the financial year 2022-23 as against
' 77,896.15 lakh in the financial year 2021-22.
The Company reported EBITDA (adjusted for other income) of ' 21,221.49 lakh in
the financial year 2022-23, which is 9.02% more than ' 19,466.35 lakh in the financial
year 2021-22.
Consolidated Profit after Tax for the year stood at ' 17,626.53 lakh compared to
' 16,421.47 Lakh reflecting an increase of 7.34 % in the financial year 2022-23.
2. Material Changes, If any, Affecting the Company:
There have been no occurrences of any material changes and commitments, which affect
the financial position of the Company between the end of the financial year to which the
financial statements relate and the date of this Report. There is no change in the nature
of business of the Company during the financial year 2022-23.
3. Industry overview:
Important changes in the industry, business, external environment and economic outlook
are detailed in the Management Discussion and Analysis Report as annexed with this Report.
4. Transfer to General Reserve:
Your directors have decided not to transfer any amount to the general reserve during
the financial year 2022-23.
5. Dividend:
Considering the Company's financial performance, and the dividend policy of the
Company, your Board of Directors has recommended a payment of dividend at a rate of Rs
5/-per equity share (i.e., 50 % on the paid-up capital of the Company) for the financial
year ended 31st March 2023 (dividend declared in previous year was Rs 4.5 per
equity share i.e. 45 %), this is payable to shareholders whose names appear in the
Register of Members as on record date, subject to the approval of the Members at the
ensuing 31st Annual General Meeting of the Company ("AGM). The total
outgo for such a dividend will amount to Rs 3,497.79 Lakh.
The Company has formulated a Dividend Distribution Policy, which includes the
circumstances under which the member may/ may not expect dividend, the financial
parameters, internal and external factors, utilization of retained earnings, parameters
with regard to different classes of shares. The provisions of this Policy are in line with
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBIListing Regulations) and the Policy is available on the website of
the Company at https://newgensoft.com/company/
investor-relations/dividend-distribution-policy/
The Details of unpaid and unclaimed amounts, related with earlier years, lying with the
Company is uploaded on Company's website at https://newgensoft.com/company/investor-
relations/#corporate-governance and IEPF Authority website at http://www.iepf.gov.in/
Pursuant to the provisions of Section 124 of the Companies Act, 2013("Act),
those dividend
amounts which have remained unpaid or unclaimed for a period of seven consecutive years
are required to be transferred to the Investor Education and Protection Fund
("IEPF)established pursuant to Section 125 of the Act. As on 31st
March 2023, no such unpaid or unclaimed dividend amount is required to be transferred to
IEPF. The contact details of the Nodal Officer, Mr. Aman Mourya, Company Secretary of the
Company, as required under the provisions of IEPF rules, are available on the website of
the Company at https://newgensoft. com/company/investor-relations/#contact.
6. Subsidiary companies:
As on 31st March 2023, the Company had eight wholly - owned subsidiaries, as
below. There has been no material change in the nature of the business of these
subsidiaries in the financial year 2022-23.
1. Newgen Software Inc. USA. (Incorporated in USA)
2. Newgen Software Technologies Pte. Ltd. (Incorporated in Singapore)
3. Newgen Software Technologies Canada Ltd. (Incorporated in Canada)
4. Newgen Software Technologies (UK) Limited. (Incorporated in UK)
5. Newgen Software Technologies Pty Ltd. (Incorporated in Australia)
6. Newgen Computers Technologies Limited. (Incorporated in India).
7. Number Theory Software Private Limited. (Incorporated in India).
8. Newgen Software Technologies L.L.C. (Incorporated in Dubai).
During the year, the Company incorporated in Dubai its Subsidiary Newgen Software
Technologies L.L.C. on 15th June 2022. There are no associate companies or
joint venture Companies within the meaning of Section 2(6) of the Act.
Status update on Merger
The Board of Directors at its meeting held on 03rd May 2022 approved the
Scheme of Merger of Number Theory Software Private Limited with the Company. Accordingly,
the companies filed the petitions before the Hon'ble National Company Law Tribunal (NCLT),
New Delhi. The petitions are pending for final hearing as on the date of this Report.
There are no companies that have become or ceased to be the subsidiary, associate or
joint venture of the Company during the financial year 2022-23.
The Consolidated Financial Statements of the Company for the financial year ended 31st
March 2023 are prepared in compliance with the applicable provisions of the Act,
including Indian Accounting Standards specified under Section 133 of the Act. The audited
Consolidated Financial Statements together with the Auditors' Report thereon forms part of
this Board Report. The statement containing salient features of the financial statement of
subsidiaries is enclosed herewith in form AOC-1 as Annexure -1 to this
Report.
Financial Statements of the aforesaid subsidiary companies are kept open for inspection
by the Members at the Registered Office of the Company during business hours on all days
except Saturday & Sunday up to the date of the AGM as required under Section 136 of
the Act. Any Member desirous of obtaining a copy of the said financial statements may
write to the Company at its Registered Office or to the Compliance Officer of the Company.
The financial statements of the subsidiaries including the Consolidated Financial
Statements and all other documents required by law to be attached thereto have also been
uploaded on the website of the Company at https://newgensoft.com/
company/investor-relations/disclosures-under- regulation-46-of-sebi.
To comply with the provisions of Regulation 16(c) of SEBI Listing Regulations, the
Board of Directors of the Company have adopted a Policy for determining Material
Subsidiary. The policy on Material Subsidiary has been uploaded on the website of the
Company at https://newgensoft. com/wp-content/uploads/2 021/06/Policv-for-
determining-Material-Subsidiaries-1-1.pdf.
7. Capital structure:
During the financial year 2022-23, the authorized share capital of the Company remains
unchanged. During the financial year, the Company has not issued any shares or convertible
securities. The issued, subscribed and paid-up equity share capital of the Company stand
at T 69,95,57,010 divided into 6,99,55,701 equity shares of Rs 10/- each, as on 31st
March 2023.
The equity shares of the Company are listed on BSE Limited and National Stock Exchange
of India (NSE).
8. Employee Share Based Scheme:
As on 31st March 2023, the Company has in place following Schemes: -
a) Newgen Employees Stock Option Scheme-2014 ("Newgen ESOP 2014). Newgen
ESOP 2014 is administered by the Nomination & Remuneration Committee of the Board,
through Newgen ESOP Trust. The details on Options granted, exercised, vested and lapsed
during the financial year 202223 and other particulars as required under the Act, read
with its rules and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
in respect to this Scheme are enclosed herewith as Annexure - 2 to this
Report.
b) Newgen Software Technologies limited Employees Stock Option Scheme- 2022
("Newgen ESOP 2022). Newgen ESOP 2022 is administered by the Nomination &
Remuneration Committee of the Board, through Newgen ESOP Trust. The details on Options
granted, exercised, vested and lapsed during the financial year 2022-23 and other
particulars as required under the Act, read with its rules and SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 in respect to this Scheme are enclosed
herewith as Annexure - 2A to this Report.
c) Newgen Software Technologies Restricted Stock Units Scheme - 2021 ("Newgen RSU
2021). Newgen RSU-2021 is also operated and administered by the Nomination &
Remuneration Committee of the Board, through Newgen RSU Trust. Particulars required under
the Act, read with its rules and SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 in respect to this scheme are enclosed herewith as Annexure -
2B to this Report.
9. Credit Rating and Liquidity:
The Company has not issued any debt instruments or accepted any fixed deposits and was
therefore, not required to obtain credit ratings in respect of the same. The credit rating
from CRISIL Limited during the financial year 2022-23 for bank facilities is CRISIL A1 for
the short term.
Our principal sources of liquidity are existing cash and cash equivalents and the cash
flow that we generate from our operations. The Company follows a conservative investment
policy and invests in high-quality debt instruments and bonds. As on 31st March
2023, on a standalone
basis, cash and cash equivalents were T 4,626.36 Lakh and in addition to that T
13,138.80 Lakh was invested in mutual funds & bonds and T 27,623.81 Lakh in current
and non-current fixed deposits with Banks and NBFC.
As of 31st March 2023, on a consolidated basis, cash and cash equivalents
were T 10,802.06 Lakh and in addition to that T 13,138.80 Lakh was invested in mutual
funds & bonds and 32,044.74 Lakh in current and non-current fixed deposits with Banks
and NBFC.
10. Directors and Key Managerial Personnel:
The Company has a professional Board with an optimum combination of executive and
nonexecutive directors who bring to the table the right mix of knowledge, skills and
expertise. The Board provides strategic guidance and direction to the Company in achieving
its business objectives and protecting the interest of stakeholders.
At the 30th Annual General Meeting of the Company held on 23rd
June 2022 the shareholders approved the reappointment of Mr. Saurabh Srivastava (DIN:
00380453) and Mr. Subramaniam Ramnath Iyer (DIN: 00524187) as an Independent Director for
a second term of five years w.e.f. 30th August 2022 and 22nd
November 2022 respectively.
In accordance with Section 152 of the Act, Ms. Priyadarshini Nigam (DIN:00267100), who
has been longest in the office, is liable to retire by rotation at the ensuing 31st
Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her
appointment for the approval of the members of the Company in the ensuing 31st
AGM.
The details required pursuant to sub-section 12 of Section 197 of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and SEBI Listing Regulations in respect of employees of the Company, are enclosed herewith
as Annexure - 3 to this Report.
Declaration of Independence by Independent Directors.
During the year under review, all Independent Directors have given declarations that
they meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBIListing Regulations and have complied with the Code of
Conduct for Independent Directors prescribed in Schedule IV of the Act. The Independent
Directors have also given declaration(s) of compliance with Rules
6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules,
2014, with respect to their name appearing in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board of
Directors, all the Independent Directors have relevant integrity, skills, expertise,
experience and proficiency.
Board and Committee Meetings.
The number and dates of meetings of the Board and its Committees are set out in the
Corporate Governance Report which forms the part of this Report. The intervening gap
between Board Meetings was within the period prescribed under the provisions of Section
173 of the Act and SEBI Listing Regulations.
The Composition of Audit Committee and other statutory committees constituted by the
Board under the provisions of the Act, & SEBI Listing Regulations along with number
and dates of meetings of such committees are set out in the Corporate Governance Report
which forms the part of this Report.
All the recommendations by the Audit Committee and other statutory committees were
accepted by the Board of Directors.
Salient feature of the Remuneration policy and criteria for selection of candidates for
appointment as Directors and Senior Management Personnel.
The Company has in place a policy on Nomination & Remuneration of Directors, Key
Managerial and Senior Management Personnel which is framed with the object of attracting,
retaining and motivating talent which is required to run the Company successfully. It
primarily lays down a framework in relation to remuneration of the Directors, Key
Managerial Personnel (KMP), Senior Management Personnel as well as provide guidance to the
Board of Directors (Board) and Nomination & Remuneration Committee (NRC) in relation
to appointment/ removal to the said positions, which has been approved by the Board of
Directors. The key objectives and purposes of the Policy inter alia are:
a) Formulating the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy/ framework relating to the
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, and
other employees.
b) To provide guidance to the Board and the Committee in relation to appointment/
removal of Directors, Key Managerial Personnel and Senior Management Personnel.
c) Formulating the criteria for evaluation of performance of Chairperson, Independent
directors, non-Independent Directors and the Board of Directors as a whole.
d) To devise a policy on diversity of Board of Directors and to build a Succession Plan
for appointment to the Board of Directors, KMPs and Senior Management Personnel.
e) To retain, motivate and promote talent and to ensure long term retension of talented
managerial persons and create competitive advantage.
Company's Policy on Directors' appointment and remuneration including criteria for
determining qualification, positive attributes, independence of a director and other
matters provided under section 178(3) of the Act, is available on the website of the
Company at https://newgensoft. com/wp-content/uploads/2018/03/Nomination-
and-Remuneration-Policy.pdf.
Board effectiveness:
a) Familiarization program for Independent Directors:
Over the years, the Company has developed a familiarization process for the newly
appointed Directors with respect to their roles and responsibilities. The process has been
aligned with the requirements under the Act and other related regulations. This process
inter alia includes providing an overview of the Company's business model, industry, the
risks and opportunities, the new products, Innovations, sustainability measures etc.
b) Annual evaluation of the performance of the Board, its committees and of individual
directors:
The Board carries out annual performance evaluation of its own performance, the
Directors individually, as well as the evaluation of the working of its various Committees
as mandated under the Act and the SEBI Listing Regulations.
The details of training and familiarisation programmes and annual evaluation process
for directors, Board and its Committees are set out in the Corporate Governance Report
which forms the part of this Report.
11. Internal Control Systems and their Adequacy:
The Company follows a robust system of internal controls to ensure that all assets are
safeguarded and protected against loss from any unauthorized use or disposition and that
the transactions are authorized, recorded and reported quickly. Based on the framework of
internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and
external consultants, including the audit of internal financial controls over financial
reporting by the statutory auditors 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 2022-23.
For more description, kindly refer the Management Discussion and Analysis Report as
annexed with this Report.
12. Quality Systems & Information Security Initiative:
Newgen has sustained its commitment to the highest levels of quality, robust
information security and privacy management practices that have collectively helped in
achieving a significant milestone during the financial year 2022-23. Newgen's Quality and
Information Security system has been a steady journey starting from 1997. The same is
evident from implementing the best of industry standards, namely ISO 9001, ISO 27001, ISO
27017, ISO 27018, SOC 1 Type 2, SOC 2 Type 2 and CMMI Dev with process improvement and
resulting Customer/Employee benefits as the core objective. Emphasis has been on System
driven, transparent processes, which deliver exceptional Quality first time right with the
required level of security.
13. Audit Reports And Auditors:
Secretarial Auditor and their Report.
The Board of Directors of your Company in its meeting held on 18th October
2022 re-appointed M/s Aijaz & Associates, Company Secretaries in Practice, as
Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year
2022-23. The Secretarial Audit Report for the financial year ended 31st March
2023, is enclosed herewith as Annexure-4 to this Report. The
Secretarial Audit Report for the financial year 2022-23 does not contain any
qualification, reservation or adverse remarks.
Statutory Auditors and their Report.
M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N/
N500013), have been appointed at the 29th AGM to hold office as statutory
auditors till the conclusion of the 34th AGM of the Company. There are no
qualifications, reservation or adverse remarks or disclaimer in the Auditor's Report for
the financial year ended 31st March 2023.
Cost Auditors.
In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules,
2014, Cost Audit is not applicable to the Company for the financial year ended 31st
March 2023.
14. Reporting Of Frauds By Auditors:
During the financial year 2022-23, the internal Auditors, statutory auditors and the
secretarial auditors have not reported to the Audit Committee under sub-section (12) of
section 143 of the Act, any instances of fraud committed against the Company by its
officers or employees.
15. Deposits:
During the financial year 2022-23, the Company has not accepted any fixed deposit
within the meaning of Section 73 of the Act and the rules made thereunder.
16. Particulars of Loans, Guarantees or Investments Under Section 186 of the Act:
The particulars of loans, guarantees and investments, if any, as per Section 186 of the
Act by the Company, have been disclosed in the financial statements (refer note no. 14 and
43).
17. Particulars of Contracts or Arrangements with Related Parties:
There were no contracts or arrangements, or transactions entered with related parties
during the financial year 2022-23, which were not at arm's length basis. There are no
material related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel ("KMPs) or others which may have a potential conflict with
the interest of the Company at large. None of the Directors and KMPs has any material
pecuniary relationships or transactions vis-a-vis the Company except remuneration as per
terms of their respective appointments. A statement giving details of all related party
transactions is placed before the Audit Committee and the Board of Directors on a
quarterly basis. The disclosure of related party transactions, as required under
Section 134(3)(h) of the Act in Form AOC-2 is enclosed herewith as Annexure-5
to this Report.
Disclosures in compliance with the applicable Accounting Standard on "Related
Party Disclosures and other transactions, if any, of the Company, with any person or
entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in
the Company, have been given in the financial statements.
The policy on Related Party Transactions as approved by the Board of Directors is
uploaded on the website of the Company at https://newgensoft. com/wp-content/uploads/2
021/06/Policy-on- Related-Party-Transaction-2.pdf.
18. Details of CSR Policy And Initiatives taken during the Financial Year 2022-23:
Company's CSR Policy is established by the Board of Directors with the recommendation
of the CSR Committee. Corporate social responsibility (CSR), for Newgen, goes beyond
charity and volunteering. CSR is an integral part of our Company culture, rooted in our
values as an organization. Newgen is committed to make efforts for the nation's social,
economic, and environmental good. Objective of the CSR Policy is to make CSR a key
business process for the sustainable development of whole communities. We aim to actively
contribute to the holistic development of underprivileged children. Our efforts are
concentrated on raising the human development index in India specifically by enhancing
children's quality of education and life. The CSR policy lays down the principles/ process
on identification, selection, implementation of CSR activities & programmes keeping in
mind the Company's CSR vision. It also provides the framework to monitor & evaluate
the CSR activities & programmes in accordance with the provisions of the Act. Further
brief outline on the initiatives undertaken by the Company on CSR activities during the
financial year 2022-23, is enclosed herewith as Annexure-6. Other
details regarding Company's CSR activities and CSR Policy are available on the website of
the Company at: https://newgensoft.com/companv/corporate- social-responsibilitv/
19. Conservation of Energy, Technology
Absorption and Foreign Exchange
Earnings And Outgo:
The particulars as prescribed under section 134 of the Act, read with the Companies
(Accounts) Rules, 2014 are as follows:
a. Details of Conservation of energy.
The Company is committed to conserve the environment by adopting the "Go Green
Initiatives and being responsible for energy and water management in its area of
operations and perform energy efficiency by consuming energy and water in an efficient,
economical and environment friendly manner throughout all its premises. The operations of
your Company do not consume high levels of energy. As the cost of energy consumed by your
Company forms a very small portion of the total costs, the impact of changes in energy
cost on total costs is not significant. Your Company is on a constant look out for newer
and efficient energy conservation technologies and introduces them appropriately.
Following initiatives have been taken by the Company time to time.
Adequate measures have been taken to conserve energy by using energy-efficient
computers, LED lightings and related equipment's with the latest technologies.
Installation of PNG Genset capacity of 125 KVA for emergency efficiency.
Installation of Solar panel for renewable energy.
Installed a PNG Gas pipeline in the office kitchen/cafeteria.
Wastewater from the RO plant is being recycled to conserve water.
Continuous monitoring of floor areas after normal working hours and switching
off lights and air-conditioning.
Installation of chillers graded with VFD in HVAC plant to Substantially reduce
energy consumption has commenced.
Installation of auto controls over running hours of some AC equipments in areas
like Hub Rooms, UPS Rooms, Cafeteria, Audi, etc has been done.
b. Technology Absorption, Adaptation and Innovation.
The Company realises the importance of innovation and constant improvement in key areas
of business. We are focused on driving innovation and adopting solutions in line with
rapidly evolving technological trends. Our
inherent culture of innovation has enabled us to develop a track record of product
innovation, expand the range of our offerings and improve the delivery of our products and
services. We have a dedicated team of skilled individuals with technical background and
domain expertise in each of our industry verticals with a focus on evolving technologies.
These teams follow a structured innovation and solutions development process and work with
delivery functions to identify the key concerns of our customers and generate solutions,
ideas and concepts to address such concerns.
Newgen continually invests in research and development related to the technologies that
power digital transformation for organizations. As of 31st March 2023 Newgen
has been granted 23 patents across India and US. Newgen, with its integrated, robust, and
scalable digital automation platform, continues to enable its customers by helping them
deliver process and content applicationsranging from simple and wide to deep and
complex. The platform, with low code development capability, leverages our
industry-recognized products - low code process automation (BPM), contextual content
services (ECM), omnichannel customer engagement (CCM) and Artificial Intelligence
cloud to manage enterprise-wide processes, content, and communications. Newgen
focuses on advanced application design and development capabilities to strengthen its
offering, while also continuously enhancing its deployment technology stack, enabling
compliance, security, and scalability for enterprise needs. In line with changing market
requirements, we continually develop new business capabilities/modules/products to cater
the ever-changing business needs.
The Company acquired an AI/ML data science platform company, Number Theory Software
Private Limited, in the financial year 202122. With this acquisition, Newgen will further
enhance its low code digital transformation platform, NewgenONE, making it well-
positioned to deliver cloud-native AI/ML capabilities to every enterprise
Information in case of imported technology (imports during the last five years) - Not
applicable
c. Research and Development.
The Company has made and will continue to make, significant investments in software
product research and development and related product opportunities. For fiscal 2023 and
2022 the Company spent 12.38% and 13.14% respectively (as a proportion of our total
expenditure) on research and development. We believe that the industry, in which we
compete, witnesses rapid technological advances in software development due to constantly
evolving customer preferences and requirements. The Company believes that emphasis on
R&D has enabled us to remain up-to-date with the technological developments, as well
as to cater to the evolving needs of our customers.
d. Foreign Exchange Earnings and Outgo.
('in Lakh)
identify the inherent risks, assess, evaluate and monitor these risks continuously and
undertake effective steps to manage these risks. The Board evaluates the risk management
systems through Risk Management Committee. More details on Risk Management including
identification of risks and their mitigation are covered in the Management Discussion
& Analysis Report, which forms part of this report.
Risk Management policy is available on the website of the Company at:
https://newgensoft.com/wp- content/uploads/2021/06/Risk-Management- Policy.pdf.
21. Whistle Blower Policy/Vigil Mechanism for Directors And Employees:
The Company is committed to develop a culture of the highest standards of ethical,
moral, and legal business conduct wherein it is open to communication regarding the
Company's business practices for employees to raise concerns about any poor or
unacceptable practice and to protect employees from unlawful victimization, retaliation or
discrimination for their having disclosed or reported fraud, unethical behaviour,
violation of Code of Conduct, questionable accounting practices, grave misconduct etc.
To implement the above, the Company has adopted a Whistle Blower Policy and Vigil
Mechanism that provides a framework to report violations, any unethical behaviour,
suspected or actual fraud, violation of the Code of Conduct, including providing adequate
safeguards against victimisation. The Code/ Policy 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.
During the financial year 2022-23, One case was reported under Whistle Blower Policy of
the Company which was related to HR and the same has already been closed -
S.
No. |
Category |
No. of complaints pending as on 1st April 2022 |
Number of Complaints filed during the year |
Number of complaints pending as on 31st March 2023 |
Brief matter of complaints |
Any order passed by the internal Committee or any other authority |
1. |
Complaint through Whistle Blower Mechanism |
Nil |
1 |
Nil |
HR Related |
NA |
31st March 31st March |
Particulars |
2023 |
2022 |
Foreign Exchange Earnings |
58,164.35 |
49,768.08 |
Foreign Exchange Outgo |
16,107.30 |
9,886.33 |
20. Risk Management:
The Board of Directors of the Company have constituted a Risk Management Committee to,
inter-alia, assist the Board in overseeing the responsibilities with regard to
identification, evaluation and mitigation of operational, strategic and external
environmental risks. This Committee has developed and approved a Risk Management Policy.
The details of Risk Management Committee are included in the Corporate Governance Report
which forms the part of this report.
The Company has also laid down a Risk Management Policy, defining Risk profiles
involving Strategic, Technological, Operational, Financial, Organizational, Legal, and
Regulatory risks within a well-defined framework. The Risk Management Policy acts as an
enabler of growth for the Company by helping its businesses to
The Company hereby affirms that it has not denied access to any person to the Audit
Committee and that it has mechanism to provide protection to the Whistle Blower as per the
Whistle Blower Policy of the Company.
Whistle Blower Policy/ Vigil Mechanism is available on the website of the Company at:
https:// newgensoft.com/wp-content/uploads/investor/ Whistle%20Blower%20Policy.pdf.
22. Details of Significant and Material Orders Passed by the Regulators or Courts or
Tribunals Impacting the Going Concern Status and Company's Operations in Future:
Nil
23. Web Address for Annual Return:
In terms of Section 92(3) of the Act, and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is available on the website
of the Company at: https:// newgensoft.com/company/investor-relations/ annual-return/
24. Business Responsibility and Sustainability Report:
At a time and age when enterprises are increasingly seen as critical components of the
social system, they are accountable not merely to their shareholders from a revenue and
profitability perspective but also to the larger society which is also its stakeholder.
The Business responsibility and sustainability report seeks disclosure on the performance
of the Company against nine principles of the "National Guidelines on Responsible
Business Conduct' ('NGRBCs'). As per the SEBI Circulars, effective from the financial year
2022-23, filing of BRSR is mandatory for the top thousand listed companies by market
capitalisation and your company covered under the top thousand listed companies.
Business responsibility and sustainability report describing the initiatives taken by
the Company from an environmental, social and governance perspective, in the format as
specified by SEBI is enclosed herewith as Annexure - 7 to this Report.
25. Corporate Governance:
The report on Corporate Governance as stipulated under the SEBIListing Regulations
forms an integral part of this Report and the same is enclosed herewith as Annexure
- 8 to this Report. The
requisite compliance certificate from Secretarial Auditor confirming compliance of
conditions of Corporate Governance is also attached with the Corporate Governance Report.
26. Management Discussion and Analysis:
The Management Discussion and Analysis Report, highlighting the important aspects of
the business of the Company is enclosed herewith as Annexure 9 to this
Report.
27. Other Disclosures:
a) Your Company has complied with the provisions, including relating to the
Constitution of Internal Complaints Committee, of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details related with the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
is set out in the Corporate Governance Report which forms the part of this report.
b) There are no significant and material orders passed by the regulators or courts or
tribunal impacting the going concern status and the Company's operations in the future.
Further, No application was made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.
c) The details of 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. - Not Applicable
d) No case/ complaint was reported under Child labour/ forced labour/ involuntary
labour and Discriminatory employment related matters in the financial year 2022-23.
e) The Company complies with all applicable mandatory secretarial standards issued by
the Institute of Company Secretaries of India.
f) During the year, the Company has shifted its registered office from A-6 Satsang
Vihar Marg, Qutab Institutional Area, New Delhi - 110067 to E-44/13, Okhla Phase - II, New
Delhi - 110020with effect from 18th October 2022.
28. Directors' Responsibility Statement:
In terms of Section 134(5) of the Act, the Directors
would like to state that:
I. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures, if any.
II. The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or loss of the Company for the year under review.
III. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
IV. The Directors had prepared the annual accounts on a going concern basis.
V. 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.
VI. The Directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
29. Cautionary Statements:
Statements in the Board's Report and the Management Discussion & Analysis Report
describing the Company's objectives, expectations or forecasts may be forward looking
within the meaning of applicable laws and regulations. Actual results may differ
materially from those expressed in the statements.
30. Appreciation:
Your directors take this opportunity to thank all the members, customers, vendors,
investors, bankers and other stakeholders for their confidence and continued support
during the financial year 202223. Directors place on record their appreciation to the
contribution made by employees through their hard work, dedication,competence, support and
co-operation towards the growth of the Company.
For and on behalf of Board of Directors Diwakar Nigam
Date: 02.05.2023 |
Chairman & Managing Director |
Place: New Delhi |
DIN: 00263222 |