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Aurionpro Solutions Ltd (AURIONPRO) -BSE
49.7 -0.60 (-1.19%) 03-Jul-2020 |00:00
50.3 50 50.85 47.5 24714 112.5 - 27.05 113.32 11.02 0 4.51
Directors Report

To the Members of Aurionpro Solutions Limited,

The Directors are pleased to present Twenty Second Annual Report of the Company, together with its audited financial statements for the year ended 31st March 2019.


The highlights of the Standalone Financial Results are as under:

Amount in INR Lakhs

31st March 2019 31st March 2018
Revenue from operations 33,188.57 26,793.99
Other income 2,454.58 427.08
Total income 35,643.15 27,221.07
Operating expenses 18,191.41 13,448.91
Change in inventories of raw materials, finished goods and stock-in-trade (1,385.03) (717.20)
Employee benefits expense 7,574.47 8,200.66
Finance costs 1,026.09 894.91
Depreciation and amortization expenses 975.17 1,166.92
Other expenses 4,364.71 2,497.49
Total expenses 30,746.82 25,491.69
Profit before taxation 4,896.33 1,729.38
Income tax expense:
(a) Current tax 1,596.37 740.30
(b) Deferred tax credit (392.82) (237.56)
Profit AfterTax 3,692.78 1,226.64
Other Comprehensive Income (Net of Tax) (56.47) (60.99)
Total Comprehensive Income for the period 3,636.31 1,165.65

The highlights of the Consolidated Financial Results are as under:

Amount in INR Lakhs

31st March 2019 31st March 2018
Revenue from operations 52,215.08 41,854.54
Other income 726.81 429.83
Total income 52,941.89 42,284.37
Operating expenses 19,531.21 12,922.06
Change in inventories of raw materials, finished goods and stock-in-trade (1,345.70) (683.11)
Employee benefits expense 16,387.89 17,429.41
Finance costs 1,191.43 1,271.38
Depreciation and amortization expenses 3,098.84 3,224.65
Other expenses 6,560.87 4,185.91
Total expenses 45,424.54 38,350.30
Profit/(Loss) before Share of Profit of Associates, Exceptional Items and Tax 7,517.35 3,934.08
Share of Profit of Associates 47.25 -
Profit/(Loss) before Exceptional Items and Tax 7,564.60 3934.08
Less: Exceptional item - -
Profit before tax 7,564.60 3,934.08
Income tax expense:
(a) Current tax 1,629.11 1,091.56
(b) Deferred tax credit (136.44) (946.61)
Profit afterTax from Continuing Operations 6,071.93 3,789.13
Profit/(Loss) before tax from Discontinued Operations - 10,806.79
Tax Expenses of Discontinued Operations - 3,171.39
Profit/(Loss) after Tax from Discontinued Operations - 7,635.40
Other Comprehensive Income (Net of Tax) (16.09) (187.84)
Total Comprehensive Income for the period 6,055.84 11,236.69


During the year, 2017-18, the Company had announced demerger of certain of its businesses viz: Interactive Customer Communication (Interact DX) and Supply Chain Management Solution (Logistics) into Trejhara Solutions Ltd. The Scheme of Demerger for this purpose was approved by the Hon'ble National Company Law Tribunal, Mumbai and the same became effective during the year on 2nd August 2018. The Appointed Date for the said demerger was 31st March 2017. The accounting effect on account of the said demerger was carried out in the financial statements for the year ended 31st March 2018.

Further, with an objective to reward the shareholders the Board of Directors at its meeting held on 25th March 2019 ("Board Meeting") has announced the buyback of the Company's fully paid-up equity shares of face value of INR 10/- (Rupees Ten only) each ("Equity Shares") via the "open market" route through the stock exchanges, for a total amount not exceeding INR 20,00,00,000/-. The Buyback of shares was commenced on 05th April 2019 and the Company will have to complete the same on or before 04th October 2019.

Apart from above, there are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of financial year of the Company to which the financial statements relate and the date of this report.


The Board of Directors ("the Board"), after taking into account the growth and investments requirements of the Company, has recommended dividend at the rate of Rs. 2/- per equity share (20%) for the financial year ended 31st March 2019. The total payout towards dividend and tax thereon will be Rs. 569.92 Lakhs.

The Members may approve the proposed dividend.


It is pleasure to state that on the back of new orders, strong business growth across verticals and operational efficiency, the Company has delivered a strong performance for the year ended 31st March, 2019 with a consolidated revenue at Rs. 522 Crores which represents a strong Y-o-Y growth of 25%. This is a reflection of our cutting-edge industry leading IP, which has helped solve challenges for client in the areas of banking and fintech, smart cities, smart transportation and cyber security. Overall, the Company expects continued growth across all the business lines especially in the areas of smart cities and smart mobility.

The details of operational and financial performance are covered at length in the Management Discussion and Analysis section forming part of this Report.


(a) ESPS:

The Company, with an objective to retain and attract talent in the organization, had launched Employee Share Purchase Scheme, 2017 ("ESPS 2017"), during the year 2017-18. The ESPS 2017 has been framed and implemented in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

The details of the shares issued and allotted under the ESPS, 2017 as on the date of this Report, are as under:

Particulars Outstanding Shares
Total Number of Shares for which In principle approval received from the stock exchanges in the year 2017-18 11,51,765
Number of Shares available for further grant at the beginning of the year 2018-19 5,72,765
Less : Number of Shares allotted on 19th June 2018 16,000
Less : Number of Shares allotted on 27th October 2018 6,000
Number of Shares available for further Grant 5,50,765


SC Soft:

During the year, Aurionpro Solutions Pte Ltd., a wholly owned subsidiary of Aurionpro Solutions Limited (Aurionpro), has entered into an agreement for acquisition of majority stake (51%) in SC Soft Pte. Ltd. (SC Soft) a Singapore headquartered Automated Fare Collection (AFC) and smart city solution provider. Aurionpro will make investment in tranches by subscribing to the fresh equity shares to be issued by the SC Soft and will acquire majority stake by December 2019. As on the date of this Report,

Aurionpro Solutions Pte Ltd., holds 7,08,000 shares representing 29.40 % stake in SC Soft. The acquisition of SC Soft will be a strategic milestone as it will help Aurionpro strengthen its leadership in the rapidly growing AFC Market as it will establish Aurionpro as a one stop shop having necessary end to end hardware and software required for the implementation of the AFC Systems.


Further, Aurionpro Solutions Pte Ltd., a wholly owned subsidiary of Aurionpro, also acquired majority stake (51%) in Neo.Bnk Pte. Ltd., a Singapore based technology firm focused on developing micro


In order to accelerate the sales and marketing development, Cyberinc Corporation ("Cyberinc") a subsidiary of the Company, raised funds by issuing Series B-II Preferred Stocks to a leading strategic investor along with Aurionpro. While Aurionpro continues to hold the 80% of the Common stocks of the Cyberinc, after taking into account the voting rights conferred on the Series B-II shareholders in Cyberinc, the controlling stake of Aurionpro stands at 62%.


In addition to the extract of the annual return as annexed to this report, the copy of the annual return will be available on the website of the Company on


The Report on corporate governance as per the requirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), forms part of this Annual Report. Further, the requisite certificate from M/s. Milind Nirkhe & Associates, Practicing Company Secretaries, confirmingthe compliance with the conditions of corporate governance has been included in the said Report.


Management Discussion and Analysis for the year under review, as required under Regulation 34 (2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been covered in a separate section forming part of this Report.


In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 the Company has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company. The CSR Policy of the Company is available on the website of the Company at

During the year under review, the Company has contributed Rs. 41 Lakhs towards the activities in the area of education and academics and the institution working therefor.

The Board has constituted a ‘CSR committee' which comprises of following directors:

Mr. Amit Sheth - Chairman
Dr. Mahendra Mehta - Member
Ms. Sudha Bhsuhan - Member

The CSR Committee, inter alia determines the budget for funding various charitable activities and the recommends the contributions to be made to various initiatives.

The disclosures, as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been enclosed to this Report as "Annexure 2".


The Company has an internal control system which commensurate with the size, scale and nature of its operations. The Internal Audit Team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.


In terms of the provisions of Section 134(3)(c) of the Act, the Board confirms 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 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 31st March, 2019 and of the profit and loss of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, 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; and

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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


(a) Board of Directors

• At the beginning of the year 2018-19, Mr. Sambhashiva Hariharan and Mr. Sanjay Desai, Non-Executive Directors resigned from the Company in order to pursue their other business interest. Mr. Sanjay Desai was also re-classified out of "Promoter and Promoter Group Category" as per his request and with the approval of the Stock Exchanges as per the SEBI (Listing Obligations and Disclosure) Requirements, 2015. Ms. Carol Realini, Independent Director also resigned with effect from 31st December 2018, in order to focus on her other professional commitments. Further, in order to strengthen our focus on the cyber security business, Mr. Samir Shah was designated as the Chief Executive Officer of Cyberinc Corp, our USA based arm. Mr. Samir Shah then stepped down as the Director and CEO of the Company in order to dedicate his full attention to the Cyber security business.

The Board wishes to express its gratitude and place on record its appreciation for the valuable contribution and guidance provided by these directors during their stint as Director on the Board of the Company.

Mr. Ajay Sarupria was appointed as an Additional Non-Executive Director with effect from 27th October 2018. The appointment of Mr. Ajay Sarupria maybe confirmed by the Members at the forthcoming Annual General Meeting. The detailed profile of Mr. Sarupria have been enclosed to the Notice of the22 nd Annual General Meeting.

Ms. Sudha Bhushan was appointed as the Additional Independent Director with effect from 25th March 2019. Her appointment maybe confirmed at the forthcoming 22 nd Annual General Meeting and she may be appointed as an Independent Director for a period upto five years as per the provisions of Section 149 of the Companies Act, 2013. Further, Dr. Mahendra Mehta, was appointed as an Independent Director at the 17th Annual General Meeting for a fiv 30 periodof th September 2019. It is proposed to appoint him as an Independent Director for a further period of five years upto 29th September 2024 at the forthcoming Annual General Meeting. The detailed profiles of Ms. Sudha Bhushan and Dr. Mehta have been appended to the Notice of the 22nd Annual General Meeting. All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The information as required to be disclosed under regulation 36 of the Listing Regulations in case of appointment/ reappointment of director is provided in Corporate Governance Report forming part of the Annual Report.

During the year, Mr. Paresh Zaveri, Chairman of the Company was appointed as the Managing Director of the Company with effect from 1st September 2018. His appointment was approved by the Members at the previous Annual General Meeting and the same was subsequently also approved by the Central Government.

• Pursuant to the provision of Section 152(6) of the Companies Act, 2013, and article 127 of the Articles of Association of the Company Mr. Amit Sheth, Co- Chairman & Director is retiring by rotation, and being eligible offers himself for reappointment at the ensuing Annual General Meeting. The detailed profile of Mr. Amit Sheth has been appended to the Notice of the 22nd Annual General Meeting.

(b) KMP

During the year, Mr. Samir Shah resigned as aDirectorandGlobalChiefExecutiveOfficer(CEO) of the Company with effect from 15th February 2019, in order to devote is full attention to the cybersecurity business of the group. He then ceased to be the KMP. Further, Mr. Sachin Sangani, Chief Finanancial Officer of the Company also resigned with effect from 30 th June 2019.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, as on the date of this Report, the Key Managerial Personnel of the Company comprised of Mr. Paresh Zaveri, Chairman and Managing Director, and Mr. Ninad Kelkar, Company Secretary.


The Company's policy relating to the appointment and remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes and independence of Directors are covered under the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors annually evaluate its own performance and that of its committees and individual Directors.

The Board has formulated the Nomination and Remuneration Policy for selection and appointment of Directors, senior management personnel and their remunerations. This policy is available at the Company's website


During the year under review, the Board met six times and the gap between the two meetings did not exceed 120 days. For details of meetings of the Board, please refer to the Corporate Governance Report, which is part of this Report.


As on the date of this Report, the Board has four committees applicable under the LODR-

i) Audit Committee;

ii) Nomination and Remuneration/Compensation Committee;

iii) Stakeholder Relationship/Investor Grievance and Share Transfer Committee; and

iv) Corporate Social Responsibility Committee.

The detailed information in relation to these committees, including composition and the terms of reference and other details are provided in Corporate Governance Report.


The Company has established the necessary vigil mechanism and has put in place a ‘Whistle Blower policy' in order to enable the employees and Directors of the Company to report their concerns about the management, operations and other affairs of the Company. In terms of the Whistle Blower Policy, the whistle blowers are provided an access to the Audit Committee to lodge their complaints. This policy is available on the website of the Company at


The Company has formulated a comprehensive Risk Management Policy to identify, assess and mitigate various risks associated with the Company. This policy is available on the website of the company at


The details of loans, guarantees and investments, covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given under the notes to the standalone financial statements forming part of this annual report.


All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. During the financial year, the Company has not entered into any contract/arrangement, transactions with related parties which could be considered material in accordance with the policy of the Company as to related party transactions. The details of all related party transactions are placed before the Audit Committee for approval. The policy as to Related Party Transactions, as approved by the Board, is available on the Company's website at

The details of transactions entered into with the related parties are disclosed in the notes to the stand-alone financial statements forming part of this Annual Report.


During the year, the Company has neither invited nor accepted any public deposits.


At the twentieth AGM held on 26th September 2017 the Members has approved the appointment of M/s. Chokshi & Chokshi LLP, Chartered Accountants (Firm Registration No. 101872W/W-100045) as Statutory Auditors of the Company to hold office for a period of four years from the conclusion of then AGM till the conclusion of the fourth consecutive AGM (subject to ratification of their appointment by Members at every AGM held herein after), if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7th May 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.


The Statutory Auditors of the Company has stated in their report that, during the course of audit no fraud on or by the Company has been noticed or reported.


Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and introduction of Regulation 24A in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f. 01.04.2019, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report given by a company secretary in practice, in such form as may be specified with effect from the year ended 31st March 2019.

Secretarial Audit was carried out by M/s. Milind Nirkhe & Associates, Company Secretary in Practice. The Report of the Secretarial Audit is annexed herewith as "Annexure 3".


In terms of the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provision of the first proviso to Section 136(1) of the Act, the Annual Report excluding the information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection at the Member interested in obtaining a copy of the same may write to the Company Secretary. Registered The disclosures pertaining to the remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided in the Annual Report as "Annexure 4".


In terms of section 134(3)(m) of the Companies Act, 2013, read with rule 8 of the Chapter IX The Companies (Accounts) Rules, 2014, the required additional information is furnished here below:

> Conservation of Energy:

Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence are not provided.

> Technology Absorption:

The Company continues to adopt latest technologies and innovations for improving the productivity and quality of its products and service offerings. The Company is also partnering with major technology providers in global markets.

> Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and spent by the Company during the year are given below:

Earnings in foreign currency (on accrual basis)

(Rs. In Lakhs)

Particulars 31 March2019 31 March 2018
Revenue from operations 4,431.54 3,853.51
Interest and Other Income 134.58 300.05
Total 4,566.12 4,153.56

Expenditure in foreign currency (on accrual basis)

(Rs. In Lakhs)
Particulars 31 March2019 31 March 2018
Software material and hardware cost 3,105.90 1,099.05
Travelling and conveyance expenses 183.80 200.23
Total 3,289.70 1,299.28


The Company has in place necessary policy as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Company has not received any sexual harassment complaints under the policy.



There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.


The Company is not required to maintain cost records specified by Central Government under section 148(1) of the Companies Act - 2013.


The statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.


The Directors would like to place on record their sincere appreciation for the continued co-operation, support and assistance provided by all the stakeholders including Company's employees, the financial institutions, banks, customers, vendors, members and other government departments and authorities.

For and on behalf of the Board of Directors
Paresh Zaveri Amit Sheth
Chairman & Managing Director Co-Chairman & Director
Place : Navi Mumbai
Date : 8th August 2019
Registered Office:
Synergia IT Park, Plot No. R-270,
T.T.C. Industrial Estate, Near Rabale Police Station,
Rabale, Navi Mumbai -400701


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