Dear Members,
Your directors take pleasure in presenting 17th (Seventeenth)
Board's Report on the business and operations of your Company together with the
audited Standalone and Consolidated financial statements for the year-ended March 31,
2023.
1. Highlights of Financial Performance
The standalone and consolidated financial statements of the Company for
the financial year-ended March 31, 2023, have been prepared in accordance with the Indian
Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as
amended from time to time.
(amount in ( millions_
Description |
Standalone |
Consolidated |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
2,639.50 |
2,067.59 |
5,387.62 |
4,078.17 |
Other Income |
572.22 |
212.40 |
557.66 |
209.72 |
Total Income |
3,211.72 |
2,279.99 |
5,945.28 |
4,287.89 |
Employee benefits expense |
1,343.77 |
1,026.45 |
3,361.36 |
2,422.32 |
Finance Cost |
26.14 |
28.97 |
26.39 |
31.18 |
Depreciation and Amortization |
74.17 |
70.38 |
88.15 |
81.57 |
Other expenses |
271.94 |
188.97 |
575.74 |
437.33 |
Total expenses |
1,716.02 |
1,314.77 |
4,051.64 |
2,972.40 |
Profit before Tax & Exceptional Items |
1,495.70 |
965.22 |
1,893.64 |
1,315.49 |
Exceptional items |
- |
- |
- |
226.19 |
Profit before tax |
1,495.70 |
965.22 |
1,893.64 |
1,541.68 |
Tax Expense |
323.34 |
206.35 |
339.33 |
246.56 |
Profit after tax |
1,172.36 |
758.87 |
1,554.31 |
1,295.12 |
Earnings Per Share (in ) |
|
|
|
|
- Basic |
5.82 |
4.15 |
7.71 |
7.09 |
- Diluted |
5.75 |
4.01 |
7.63 |
6.84 |
2. State of Company's Affairs
Your Company is a global digital analytics firm that inspires and
transforms businesses to excel in the digital world by harnessing the power of data and
analytics. The Company provides a 360-degree view of the digital consumer, enabling
companies to predict new revenue streams, anticipate product trends and popularity,
improve customer retention rates and optimize investment decisions. Your Company and its
Subsidiaries are a trusted partner to enterprises worldwide, including 30) Fortune 500
companies in the retail, CPG, financial services, technology, media & entertainment,
travel & hospitality, and industrials sectors and has 1,100) employees in offices in
Princeton, New Jersey, San Jose, California, London, Singapore, Bangalore, and Chennai.
Performance Overview:
(a) Standalone Financials
Total Income witnessed a growth of 40.87%. The Profit After Tax
for the year is at 36.50% of total income with Basic Earnings per share at ( 5.82).
(b) Consolidated Financials
Total Income witnessed a growth of 38.65%. The Profit After Tax
for the year is at 26.14% of total income with Basic Earnings per share at ( 7.71).
A detailed analysis of Company's operations in terms of
performance in markets, business outlook, risks and concerns forms part of the Management
Discussion and Analysis report, a separate section of the Annual Report.
3. Management Discussion and Analysis Report
Management Discussion and Analysis Report as required pursuant to
Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time,
("Listing Regulations") is disclosed separately in Annual Report. As required
under the provisions of the Listing Regulations, the Audit Committee of the Company has
reviewed the Management Discussion and Analysis Report of the Company for the year ended
March 31, 2023.
4. Change in the Nature of Business, If Any
During the year under review, there was no change in the nature of
business of the Company.
5. Dividend
Considering the investment requirements to fund the growth prospects
both organic and inorganic, your directors have not recommended dividend for the Financial
Year 2022-23.
6. Transfer to Reserves
During the Financial Year under review, Company has not transferred any
amount to General Reserve. Your Company did not have any amounts due or outstanding as at
Balance Sheet date to be credited to the Investor Education and Protection Fund.
7. Listing
The shares of your Company continued to be listed at National Stock
Exchange Limited and BSE Limited.
Your Company confirms that it has paid the Annual Listing Fees for the
year 2023-24 to National Stock Exchange of India Limited and BSE Limited.
8. Share Capital
During the year, there was no change in the Authorized Capital of the
Company. The Authorised Capital as on March 31, 2023, was ( 300 millions comprising of
300,000,000 Equity Shares of ( 1/- each.
During the year, your Company allotted 4,479,508 equity shares of ( 1/-
each under the ESOP Scheme 2016. With the said allotment, the paid-up equity share capital
has increased to ( 204,901,506 as on March 31, 2023, consisting of 204,901,506 equity
shares of ( 1/- each.
Details of the allotment are tabulated below:
Particulars |
|
|
|
No. of Equity shares Allotted |
Cumulative Paid-up Share Capital |
Capital at the beginning of the year, i.e., as on April 01,
2022 |
- |
200,421,998 |
Allotment on November 15, 2022, pursuant to exercise of
option (ESOP Scheme 2016) at an Exercise Price of ( 6.29/-, ( 40.14 /-, and ( 76/- per
Option) |
2,712,019 |
203,134,017 |
Allotment on March 16, 2023, pursuant to exercise of option
(ESOP Scheme 2016) at an Exercise Price of ( 6.29/-, ( 40.14 /- and ( 76/- per Option) |
1,767,489 |
204,901,506 |
Your Company has not issued shares with differential voting rights and
sweat equity shares during the year under review.
The Company has also not bought back any of its securities.
9. Board Meetings
During the year under review, the Board of Directors met 4 times. The
details of these Board Meetings are provided in the Report on Corporate Governance section
forming part of the Annual Report. The necessary quorum was present for all the meetings.
The maximum interval between any two meetings did not exceed 120 days, as prescribed by
the Companies Act, 2013.
10. Directors and Key Managerial Personnel ("KMP")
As on March 31, 2023, the Board of Directors of your Company comprised
of 6 Directors, viz., 2 Executive Directors and 4 Independent Directors including 1 woman
Independent Director.
Appointment of Directors and Key Managerial Personnel
There was no appointment of Directors/KMP during the financial year.
Reappointments: Nil
Director liable to retire by rotation
As per the provisions of Section 152 of the Companies Act, 2013, A.V.
Venkatraman (DIN: 01240055), Whole-time Director, whose office is liable to retire at the
ensuing AGM, being eligible, seeks reappointment. Based on the recommendation of the
Nomination and Remuneration Committee, the Board recommends his reappointment. Brief
profile of A.V. Venkatraman (DIN: 01240055) is provided in the notes to the Notice of the
ensuing AGM.
Resignation
There was no resignation of Directors/KMP during the financial year.
11. Independent Directors
The Board of Directors of the Company comprises optimal number of
Independent Directors. The following Non-Executive Directors are independent in terms of
Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act,
2013 ("the Act"_: 1. Dipali Sheth (DIN: 07556685) 2. Mukesh Butani (DIN:
01452839) 3. R. Raghuttama Rao (DIN: 00146230) 4. Reed Cundiff (DIN: 09241056) Your
Company has laid down procedures to be followed for familiarizing the Independent
Directors with your Company, their roles, rights, responsibilities in your Company and to
impart the required information and training to enable them to contribute significantly to
your Company. The details of the same can be found at https://www.latentview.com/
investor-relations/corporate-governance/.
As required under Section 149(7) of the Act, all the Independent
Directors on the Board of the Company have given declarations that they meet the criteria
of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) and
Regulation 25 of Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company. The Independent Directors
have confirmed that they have complied with the Company's Code of Conduct. They have
also further confirmed that they have registered their names in the Independent
Directors' Databank maintained by the Indian Institute of Corporate Affairs (IICA),
Manesar (notified under Section 150(1) of the Companies Act, 2013 as the institute for the
creation and maintenance of Independent Director's Databank) .
As required under Regulation 25(3) of Listing Regulations, separate
meeting of the Independent Directors was held on January 23, 2023.
In the opinion of the Board, they fulfil the conditions of independence
as specified in the Act and Listing Regulations and are independent of the management.
Further, the Board is also of the opinion that all the Independent Directors of the
Company are persons of integrity and possess relevant expertise and experience to act as
Independent Directors of the Company.
12. Director's Responsibility Statement
The financial statements are prepared in accordance with Ind AS as
prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards)
Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended thereof.
As stipulated under the provisions contained in Section 134(3)_c) read with 134(5) of the
Companies Act, 2013, the Directors, based upon the information and explanations obtained
by them as also documents made available to them and to the best of their knowledge and
belief, hereby state that:
a) in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to material
departures.
b) the Directors 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) the Directors 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) the Directors have prepared the Annual Accounts on a going concern
basis.
e) the Directors, have 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 have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
13. Significant & Material Orders Passed by the Regulators or
Courts or Tribunal
During the year under review, there were no significant and material
orders passed by any regulators or courts or tribunals against the Company impacting the
going concern status and Company's operations in future.
During the year under review, no application was made or any
proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.
There were no instances where your Company required the valuation for one time settlement
or while taking the loan from Banks/Financial Institutions.
14. Committees of the Board
As of March 31, 2023, the Board had 7 Committees, as detailed below:
*IPO Committee was dissolved vide Board Resolution passed on May 09,
2023
The details of the powers, functions, composition, and meetings of the
Committees of the Board held during the year are given in the Report on Corporate
Governance section forming part of the Annual Report.
All the recommendations made by the committees of the Board including
Audit Committee were accepted by the Board.
15. Audit Committee
Pursuant to the provisions of Section 177 of the Act and Regulation 18
of Listing Regulations, the Audit Committee of the Board as at March 31, 2023 comprises of
Mukesh Butani - Chairperson
Pramadwathi Jandhyala - Member
R. Raghuttama Rao - Member
The Committee met 4 times during the year under review.
16. Nomination and Remuneration Committee & Stakeholders
Relationship Committee
Pursuant to the provisions of Section 178 of the Act and Regulation 19
of Listing Regulations, the Nomination and Remuneration Committee of the Board as at March
31, 2023 comprises of:
Dipali Sheth Chairperson
R. Raghuttama Rao - Member
Reed Cundiff - Member
A.V. Venkatraman Member
The Committee has laid down a Nomination and Remuneration policy for
appointment and remuneration of Directors, KMP and other Employees including criteria for
determining qualifications, positive attributes, Independence of a Director and other
related matters as required under Section 178(3) of the Act and Listing Regulations. A
copy of the Policy is available on the website of the Company at https://www.latentview.
com/investor-relations/corporate-governance/.
Pursuant to the provisions of Section 178 of the Act and Regulation 20
of Listing Regulations, the Stakeholders Relationship Committee of the Board as at March
31, 2023 comprises of
Reed Cundiff Chairperson
Pramadwathi Jandhyala - Member
A.V. Venkatraman - Member
17. Vigil Mechanism
Pursuant to provisions of Section 177(9) of the Act and Regulation 22
of the Listing Regulations your Company has established Vigil Mechanism, which provides
for direct access to the Chairperson of the Audit Committee in cases that require
reporting about the unethical behaviour, actual or suspected fraud or violation of code of
conduct laid down by the Company. This mechanism is governed by Vigil Mechanism Policy,
which covers any act of omission, commission, concealment, misrepresentation, which
necessarily are in violation of law of the land, rules, and regulations of the Company,
misuse or diversion of the Company's funds, property, and manpower, intentional
financial irregularities including fraud or suspected frauds, unnecessary sharing/leaking
of unpublished price sensitive information, manipulation of Company data/records, gross or
wilful negligence causing substantial and specific danger to health, safety, and
environment and any act, deed, or thing, which goes against the interest of the Company.
Whistle Blower policy is available on the website of the Company at https://
www.latentview.com/investor-relations/corporate-governance/. The Company has not received
any complaints under the Whistle Blower Policy during the Financial year ended March 31,
2023.
18. Dividend Distribution Policy
The Dividend Distribution Policy as adopted and formulated by the Board
in terms of Regulation 43A of the Listing Regulations is available on the website of the
Company at https://www.latentview.com/investor-elations/corporate-governance/.
19. Subsidiary Companies
Your Company has following subsidiaries as on March 31, 2023:
Name of the Subsidiary |
Place of Incorporation |
LatentView Analytics Corporation |
USA |
LatentView Analytics Pte. Ltd. |
Singapore |
LatentView Analytics UK Ltd. |
United Kingdom |
LatentView Analytics B.V., |
Netherlands |
LatentView Analytics GmbH (Step down subsidiary_ |
Germany |
As on March 31, 2023, your Company does not have any Associate/Joint
Venture as defined under the provisions of the Act.
The Consolidated Financial Statements are presented as part of this
Report in accordance with the Companies Act, 2013, Ind AS 110 and the Listing Regulations,
wherever applicable. The statement pursuant to the section 129(3) of the Companies Act,
2013, containing salient features of the Financial Statements of the Company's
Subsidiaries (including their performance and financial position) in Form AOC-1 is annexed
to this report as "Annexure - 1." Further, contribution of subsidiaryies)
to the overall performance of your Company is outlined in Note No. 30 of the
Consolidated Financial Statements.
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 financial statements in respect of subsidiaries, are
available on the website of the Company at
https://www.latentview.com/investor-relations/financial-results-reports/. Your Company has
a "Policy on Material Subsidiaries," so that your Company could identify such
Subsidiaries and set out a governance framework for them. The Policy is put up on the
website at https://www.latentview.com/investor-relations/corporate-governance/
20. Employee Stock Option Plan (ESOP)
Your Company has Employee Stock Option Plan 2016 as ESOP scheme in
accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021. The principal objectives of this Plan are to:
Rewarding the Employees for their performance and contribution
to the success and growth of LatentView.
Providing outsized rewards for outsized performance and create
long-term wealth for LatentView and employees.
Providing an opportunity for the professional partners to become
financial partners in the Equity of LatentView.
Attracting and retaining top talent.
The details of stock options granted & exercised during the year
are provided in Note No. 15 of the Standalone Financial Statements.
Pursuant to the requirements of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial
Auditor of the Company confirming that the Plan has been implemented in accordance with
the said Regulations, would be placed at the ensuing Annual General Meeting of the Company
for inspection by the members.
As required under the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, the applicable disclosure as on March 31, 2023 is uploaded on
the website of the Company
https://www.latentview.com/investor-relations/financial-results-reports/
21. Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. M. Alagar &
Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor to
conduct the audit for the year under review. The Secretarial Auditor's report for the
year under review in prescribed form MR-3 is annexed to this Report as "Annexure -
2."
The abovementioned report does not contain any qualification,
reservation or adverse remark and therefore no details are required to be disclosed under
Section 134(3)(ca) of the Act.
22. Maintenance of Cost Records and Appointment of Cost Auditor
The provisions of Companies (Cost Records and Audit) Rules, 2014 are
not applicable to your Company.
23. Internal Auditor
Pursuant to the provisions of Section 138 of the Act and the Companies
(Accounts) Rules, 2014, M/s. BDO India LLP, Chartered Accountants were appointed as the
Internal Auditor to conduct audit for the year under review. The Internal Auditor of the
Company reports functionally to the Audit Committee of the company, which reviews and
approves risk based annual internal audit plan. The Audit Committee periodically reviews
the performance of internal audit function.
24. Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, as amended, M/s. B S R & Co. LLP,
Chartered Accountants, (Firm Registration No. 101248W/W-100022) who were appointed as the
Statutory Auditor of the Company at the Annual General Meeting held on September 30, 2019,
will continue as the Statutory Auditor of the Company until the conclusion of Annual
General Meeting for the financial year ending March 2024. The Auditors' Report
contains "Unmodified Opinion" on the financial statements (standalone and
consolidated) of the Company, for the year ended March 31, 2023, and there are no
qualifications in their report.
25. Reporting of Frauds by Auditors
During the year under review, neither the statutory auditors 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, the details of which would need to be mentioned in the Board's report.
26. Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Company has placed a copy of the annual return as at March 31, 2023 on its
website at https://www.latentview.com/investor-relations/financial-results-reports/
27. Rewards & Recognition
During the year under review, your Company was felicitated with.
Great Place To Work Certified (Aug 2022 to Aug 2023) - The
recognition is based on the responses given by our employees across various parameters
that constitutes employee satisfaction. This certification further reinforces LatentView
Analytics as an employer of choice.
Top 100 organizations among India's Best Workplaces TM in
IT & IT-BPM 2022 by Great Place to Work India - It reinforces our standing as a
"Great Place to Work" for the next generation of professionals. Our employees
underpin the confidence and trust our customers place in us, and this recognition shines a
light on the positive culture that we all contribute towards every day.
Silver Award for Excellence in Rewards and Recognition Strategy
by The Economics Times Human Capital Awards.
28. Conservation of Energy, Technology Absorption, and Foreign Exchange
Earnings and Outgo
(a) Conservation of energy:
Your Company has always been on the lookout for energy efficient
measures of operation and values energy conservation through efficient utilization of the
latest technologies. Efforts have been made to ensure optimal usage of energy, avoid
wastage and conserve energy. The Company's Global Delivery Centre in Chennai is
located within a LEED Platinum rated green building campus wherein the 80% of our
workforce operates. As an ongoing process the Company continues to undertake energy
conservation measures to minimize the usage of energy. Below are some of our conscious
efforts in energy conservation:
75% of the lighting systems have been changed from 54W CFL to
30W LED lights, which reduces electricity consumption with a plan to change 100% of
lighting to LED in FY24.
Continuous monitoring of floor areas after normal working hours
and switching off lights.
Periodic UPS and AC maintenance to ensure efficient working of
equipment.
Migrating from in-house computing infrastructure to cloud
resulting in significant energy and cost savings.
Efforts in removing dead loads during weekends. fiturn off/plug
out Heating elements of vending machines, turn off lighting circuits, ensure all manual
operating loads are cut off etc) .
An application is in place to monitor the Energy consumption and
track it on a daily basis. 77% of our energy requirement of the Chennai campus is procured
from renewable sources.
Cost of energy consumed by your Company forms an insignificant portion
of the total costs and the financial impact of these measures is not material.
(b) Technology absorption:
LatentView combines the power of Technology, Math, deep Business domain
knowledge with 20) LatentView proprietary solutions and accelerators to enable clients in
multiple industries to make better business decisions and assist in their digital
transformation journey.
LatentView's methodology combines various types of structured and
unstructured data that may be available internally within the client's company
firewalls or externally in the public domain to get deeper insights into client's
business. To enable better decisions, LatentView combines various types of data with the
latest technology & algorithm's such as Language learning models (ChatGPT),
Computer vision, Graph databases, Cloud computing like Azure, AWS, GCP etc, Generative AI
embedded low code visualization platforms like Power Platform, Microsoft Fabric etc.
LatentView consultants with deep analytics and AI expertise have been a
key driving force to enable change at clients using the latest AI technology. In order to
enhance the consultant's capabilities and for better market access, LatentView has
partnered with Snow(ake, Databricks, Microsoft Power platform as well as Cloud service
providers such as Azure, GCP and AWS. This would enable LatentView consultants to use Data
engineering, Data science, Business analysis and Visualization capabilities to develop
insightful analytics solutions for clients.
Expenditure incurred on Research and Development during the year is (
17,745,932/-.
(C) Foreign exchange earnings and outgo
During the Financial Year under review, your Company had foreign
exchange earnings of 2,484.66 millions and Foreign Exchange Outgo of 561.62 millions,
which includes loan amounting to 551.93 millions granted to LatentView Analytics
Corporation, a wholly owned subsidiary of the Company.
29. Public Deposits
Your Company has not accepted any deposits from the public under
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 during the year under review.
30. Disclosures as Required Under Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company is committed to provide a healthy environment to all
employees that enables them to work without the fear of prejudice and gender bias. Your
Company has in place a gender-neutral Prevention of Sexual Harassment (POSH) Policy in
line with the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Your Company through this Policy has constituted an Internal Complaints
Committee ("ICC") and has established a grievance procedure for protection
against victimization.
Following are some of the programs and initiatives in place to train
Employees and the ICC for POSH during the year.
1. Each employee is required to undergo a mandatory e-learning module
on "Prevention of Sexual Harassment at Workplace."
2. All new joiners are trained on Prevention of Sexual Harassment
during their induction program.
3. The ICC Members are provided relevant training by an external agency
at regular intervals.
4. The Policy for Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace is available on the Intranet and also on the website of the
company at https://www. latentview.com/investor-relations/corporate-governance/for
employees to access as and when required.
5. Penal consequences of sexual harassment and the constitution of the
ICC are displayed at conspicuous places.
No complaints were received under this Policy during the Financial Year
2022-23.
31. Internal Financial Controls
Internal Financial Controls are an integral part of the risk management
process, addressing financial and financial reporting risks. It is commensurate with the
size and nature of operations. The internal financial controls have been embedded in the
business processes.
Assurance on the effectiveness of internal financial controls is done
through management reviews and review by internal auditors during the course of their
audits. We believe that these systems provide reasonable assurance that our internal
financial controls are designed effectively. The Audit Committee reviews the reports
submitted by internal auditors. Suggestions for improvement are considered and the
corrective action are undertaken.
32. Particulars of Loans, Guarantees or Investments
Pursuant to Section 134(3)_g) of the Companies Act, 2013 particulars of
loans, guarantees and investments under Section 186 of the Companies Act, 2013
(Act') made by the Company are set out in Note No. 14 to the Standalone
Financial Statements of the Company.
33. Risk Management
Your Company's Risk Management practice seeks to sustain the
long-term vision and mission of your Company. It continuously evaluates the various risks
surrounding the business and seeks to review and upgrade its risk management process. To
further endeavour, your Board constantly formulates strategies directed at mitigating
these risks which get implemented at the Executive Management level and a regular update
is provided to the Board. The Board of Directors has constituted a Risk Management
Committee comprising of.
R.Raghuttama Rao Chairperson
Reed Cundiff Member
Rajan Sethuraman - Member to monitor and oversee the Risk
Management System. The composition of the Risk Management Committee, terms of reference
are given in the Corporate Governance Report.
The business and financial risk of the Company are akin to any other
company in the same line of business. The Company has a robust enterprise risk management
framework to identify and evaluate business risk opportunities. This framework seeks to
create transparency, minimise adverse impact on the business objectives and enhance the
Company's competitive advantage. The said Risk Management Policy is available on the
Company's website at
https://www.latentview.com/investorrelations/corporate-governance/.
34. Corporate Social Responsibilty (CSR)
The primary focus/objective of the Company's CSR initiatives is to
contribute towards education and livelihood. The Company remains focused on improving the
quality of life and engaging communities through health, education, livelihood, sports,
environment sustainability and skill development.
The Board of Directors of your Company has approved the CSR Policy to
provide a guideline for the Company's CSR activities. The CSR Policy is also uploaded
on Company's website and can be accessed through the web link at https://www.
latentview.com/investorrelations/corporate-governance/ The CSR Committee comprises of.
Pramadwathi Jandhyala Chairperson
Dipali Sheth - Member
A.V. Venkatraman - Member.
The Committee met 2 times during the year. The Board of Directors of
your Company has constituted the CSR Committee to help your Company frame CSR Policy,
monitor and execute the Company's CSR activities under its CSR scope.
During the Financial Year, your Company has spent ( 16.33 millionss
toward CSR activities. The Annual Report on CSR activities, in terms of Section 135 of the
Companies Act, 2013 (Act') and Rule 8 (1) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended by Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021, effective from January 22, 2021 (hereinafter
"CSR Rules"), is annexed to this report as "Annexure - 3."
35. Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)_f) of the Listing Regulations, your
Company is providing the prescribed disclosures on ESG parameters as part of the Business
Responsibility and Sustainability Report ("BRSR"), is annexed to this report as "Annexure
- 4." The BRSR includes details on performance against the nine principles of the
National Guidelines on Responsible Business Conduct and a report under each principle,
which is divided into essential and leadership indicators.
36. Related Party Transactions
In line with the requirements of the Act and the Listing Regulations,
the Company has formulated a Policy on Related Party Transactions and the same can be
accessed using the following link
https://www.latentview.com/investor-relations/corporate-governance/ All transactions
entered into with related parties during the year under review, were approved by the Audit
Committee and the Board of Directors. Certain transactions, which were repetitive in
nature, were approved through the omnibus route. On a quarterly basis all the transactions
are reviewed by the Audit Committee and the Board.
During the year under review there were no material transactions
entered by the Company with any of its related parties necessitating approval of the
members. Particulars of the contracts, arrangements or transactions entered during
financial year 2022-23 that fall under the scope of Section 188(1) of the Companies Act,
2013 in the prescribed Form AOC-2 is annexed to this report as "Annexure
5." Pursuant to Regulation 23(9) of the Listing Regulations, your Company has
filed the reports on related party transactions with the Stock Exchanges.
All Related Party Transactions entered by the Company pursuant to
section 188 of the Companies Act, 2013 with related parties during FY 2022- 23 (including
any material modification thereof), were in the ordinary course of business and on an
arm's length basis.
37. Board Evaluation
During the Financial Year under review, as mandated by the Companies
Act, 2013, your Company conducted an exercise to evaluate the performance of the Board,
Committees of the Board, Chairperson of the Board, the Independent Directors and the other
Directors. As part of the evaluation process, individual criteria for each of the exercise
was formulated. From these, formal questionnaire listing various parameters on which each
of the categories were required to be evaluated was shared with each member of the
Board/Committee/Director. They were then required to rate individually on each of the
parameters pursuant to provision of Companies Act, 2013 and Listing Regulations. The
Evaluations were placed before the Board, Nomination and Remuneration Committee and at the
Independent Directors Meeting for consideration.
38. Remuneration to Director and Employees
The remuneration paid to the directors is in accordance with the
Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation
19(4) read with Part D of Schedule II of the Listing Regulations (including any statutory
modification_s) or re-enactment_s) thereof for the time being in force) .
Details/Disclosures of ratio of Remuneration to each Director to the
median employee's remuneration and details of remuneration paid to Employees is given
as "Annexure 6." A statement comprising the names of top 10
employees in terms of remuneration drawn and every person employed throughout the year,
who were in receipt of remuneration in terms of Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, forms an integral part of this Report. However, the same is not being sent
along with this Annual Report to the Members of the Company in line with the provision of
Section 136 of the Companies Act, 2013. Members who are interested in obtaining these
particulars may write to investorcare@latentview.com.
39. Corporate Governance
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Listing Regulations. A report on Corporate Governance is provided in this
Annual Report.
Certificate from M/s. M. Alagar & Associates, Practicing Company
Secretaries, confirming the compliance with the conditions of Corporate Governance as
stipulated under the said Regulations is attached to this report.
40. Secretarial Standards
Pursuant to the provisions of Section 118(10) of the Act, Company
complies with all applicable mandatory Secretarial Standards as issued by the Institute of
Company Secretaries of India ("ICSI") .
41. Directors & Officers Insurance Policy
The Company has in place an insurance policy for its Directors &
Officers with a quantum and coverage as approved by the Board. The policy complies with
the requirement of Regulation 25(10) of Listing Regulations.
42. Events Subsequent to the Date of Financial Statements
As on the date of this Report, there have been no material changes or
commitments that have affected the financial position of the Company between the end of
the financial year and the date of this report.
43. Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and
report trading by designated persons and their immediate relatives as per the requirements
under the SEBI (Prohibition of Insider Trading) Regulations, 2015.
This Code of Conduct also includes code for practices and procedures
for fair disclosure of unpublished price sensitive information which has been made
available at https://www. latentview.com/investor-relations/corporate-governance/ In
Compliance with the abovementioned Regulations, Structural Digital Database (SDD) was
maintained by the company and necessary entries were made to monitor and record the flow
of sharing of Unpublished Price Sensitive Information (UPSI) . Adequate training was
provided to all employees on the compliance procedures provided in the SEBI (Prohibition
of Insider Trading) Regulations, 2015.
44. Acknowledgements
Your Directors would like to place on record their gratitude for all
the guidance and co-operation received from all its clients, vendors, bankers, financial
institutions, business associates, advisors, and regulatory and government authorities.
Your Directors also take this opportunity to thank all its shareholders and stakeholders
for their continued support and all the employees for their valuable contribution and
dedicated service.
By order of the Board of Directors |
|
FOR LATENTVIEW ANALYTICS LIMITED |
(formerly known as LatentView Analytics Private Limited) |
A.V. VENKATRAMAN |
PRAMADWATHI JANDHYALA |
Executive Chairperson |
Whole Time Director |
_DIN: 01240055) |
(DIN: 00732854) |
Date: May 09, 2023 |
Date: May 09, 2023 |
Place: New Jersey |
Place: Chennai |
|