General information about company |
| Scrip code | 533982 |
| NSE Symbol | TERASOFT |
| MSEI Symbol | NOTLISTED |
| ISIN | INE482B01010 |
| Name of the entity | TERA SOFTWARE LIMITED |
| Date of start of financial year | 01-04-2024 |
| Date of end of financial year | 31-03-2025 |
| Reporting Quarter Type | Yearly |
| Date of Quarter Ending | 31-03-2025 |
| Type of company | Equity |
| Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes | |
| Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes | |
| Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | No | During the quarter beginning from 01.01.2025 to 31.03.2025, there was no event with respect to acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation, merger, demerger or restructuring), sale or disposal of any unit(s), division(s), whole or substantially the whole of the undertaking(s) or subsidiary of the listed entity, sale of stake in associate company of the company or any other restructuring. |
| Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | No | During the quarter beginning from 01.01.2025 to 31.03.2025, there was no event where any action(s) was taken or orders passed by any regulatory, statutory, enforcement authority or judicial body against our company or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the Company. |
| Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | Yes | |
| Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | No | During the quarter beginning from 01.01.2025 to 31.03.2025, there was no event with respect to Loans/Guarantees/Comfort Letters / Securities etc., |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | t00405 |
| Reason For No SCORE ID | |
| Type of Submission | Original |
| Remarks (website dissemination) | |
| Remarks for Exchange (not for Website Dissemination) | |
Annexure I |
Annexure I to be submitted by listed entity on quarterly basis |
I. Composition of Board of Directors |
| Disclosure of notes on composition of board of directors explanatory | |
| Whether the listed entity has a Regular Chairperson | Yes |
| Whether Chairperson is related to MD or CEO | Yes |
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth |
| 1 | Mr | Tummala Gopichand | ACJPT2176P | 00107886 | Executive Director | Chairperson | MD | 09-06-1959 |
| 2 | Mr | Tummala Madhu Mitra | AGNPT8640E | 07124242 | Executive Director | Not Applicable | | 14-10-1986 |
| 3 | Mr | Tummala Bapaiah Chowdary | AATPT1029R | 00107795 | Non-Executive - Non Independent Director | Not Applicable | | 20-11-1957 |
| 4 | Mr | Atluri Divakar | AAMPA4577A | 00033386 | Non-Executive - Independent Director | Not Applicable | | 28-05-1957 |
| 5 | Mr | Braja Bandhu Nayak | AAQPN2057G | 09702361 | Non-Executive - Independent Director | Not Applicable | | 04-06-1962 |
| 6 | Mrs | Vemuri Usha Rani | ABHPV3610R | 03601565 | Non-Executive - Independent Director | Not Applicable | | 24-11-1961 |
I. Composition of Board of Directors |
| Sr | Whether special resolution passed?
[Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of
cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & reg. 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | NA | | 26-09-1994 | 30-07-2021 | | | 1 | 0 | 0 | 0 | | | |
| 2 | NA | | 17-08-2023 | | | | 1 | 0 | 0 | 0 | | | |
| 3 | NA | | 01-11-1999 | 09-09-2024 | | | 1 | 0 | 2 | 1 | | | |
| 4 | NA | | 12-02-2021 | 30-07-2021 | | 49 | 2 | 1 | 4 | 1 | | | |
| 5 | NA | | 24-09-2022 | 24-09-2022 | | 30 | 1 | 1 | 2 | 0 | | | |
| 6 | NA | | 03-08-2024 | 09-09-2024 | | 8 | 1 | 1 | 1 | 0 | | | |
Annexure 1 |
Annexure 1 |
III. Meeting of Board of Directors |
| Disclosure of notes on meeting of board of directors explanatory | |
| Sr. No. | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present*
(All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 07-11-2024 | | | | Yes | 6 | 6 | 3 |
| 2 | | 11-02-2025 | 95 | | Yes | 6 | 6 | 3 |
Annexure 1 |
IV. Meeting of Committees |
| Disclosure of notes on meeting of committees explanatory | |
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reason for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 07-11-2024 | | | | Yes | 4 | 4 | 3 | 0 |
| 2 | Audit Committee | 11-02-2025 | 95 | | | Yes | 4 | 4 | 3 | 0 |
| 3 | Nomination and remuneration committee | 11-02-2025 | | | | Yes | 3 | 3 | 2 | 0 |
| 4 | Stakeholders Relationship Committee | 11-02-2025 | | | | Yes | 3 | 3 | 2 | 0 |
| 5 | Corporate Social Responsibility Committee | 11-02-2025 | | | | Yes | 3 | 3 | 2 | 0 |
Annexure 1 |
V. Affirmations |
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015
a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | NA |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) |
I. Disclosure on website in terms of LODR Regulation |
Sr |
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| As per regulation 46(2) of the LODR: |
| 1.1 | Details of business | Yes | | www.terasoftware.com |
| 1.2 | Memorandum of Association and Articles of Association | Yes | | www.terasoftware.com |
| 1.3 | Brief profile of board of directors including directorship and full-time positions in body corporates | Yes | | www.terasoftware.com |
| 2 | Terms and conditions of appointment of independent directors | Yes | | www.terasoftware.com |
| 3 | Composition of various committees of board of directors | Yes | | www.terasoftware.com |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | | www.terasoftware.com |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | www.terasoftware.com |
| 6 | Criteria of making payments to non-executive directors | Yes | | www.terasoftware.com |
| 7 | Policy on dealing with related party transactions | Yes | | www.terasoftware.com |
| 8 | Policy for determining ‘material’ subsidiaries | Yes | | www.terasoftware.com |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | | www.terasoftware.com |
| 10 | Email address for grievance redressal and other relevant details | Yes | | www.terasoftware.com |
| 11 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | | www.terasoftware.com |
| 12 | Financial results | Yes | | www.terasoftware.com |
| 13 | Shareholding pattern | Yes | | www.terasoftware.com |
| 14 | Details of agreements entered into with the media companies and/or their associates | Yes | | www.terasoftware.com |
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) |
I. Disclosure on website in terms of LODR Regulation |
Sr |
| As per regulation 46(2) of the LODR: | | | |
| 15.1 | (I) Schedule of analyst or institutional investor meet
(II) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events. | NA | | |
| 15.2 | Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means | NA | | |
| 16 | New name and the old name of the listed entity | Yes | | www.terasoftware.com |
| 17 | Advertisements as per regulation 47 (1) | Yes | | www.terasoftware.com |
| 18 | Credit rating or revision in credit rating obtained | Yes | | www.terasoftware.com |
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | Yes | | www.terasoftware.com |
| 20 | Secretarial Compliance Report | Yes | | www.terasoftware.com |
| 21 | Materiality Policy as per Regulation 30 (4) | Yes | | www.terasoftware.com |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | | www.terasoftware.com |
| 23 | Disclosures under regulation 30(8) | Yes | | www.terasoftware.com |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | | |
| 25 | Dividend Distribution policy as per Regulation 43A(1) | NA | | |
| 26.1 | Annual return as provided under section 92 of the Companies Act, 2013 | Yes | | www.terasoftware.com |
| 26.2 | Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021 | NA | | |
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | | www.terasoftware.com |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating | Yes | | www.terasoftware.com |
Annexure II |
II. Annual Affirmations |
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
Annexure II |
II. Annual Affirmations |
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 26 | Meeting of Risk Management Committee | 21(3A) | NA | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | NA | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | NA | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
Annexure II |
II. Annual Affirmations |
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 32 | Approval for material related party transactions | 23(4) | Yes | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
| 39 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
Annexure II |
II. Annual Affirmations |
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | Yes | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 47 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
| 48 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2), 26A(3) | Yes | |
| Any other information to be provided - Add Notes | |
Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below: |
| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | |
| Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute |
| 1 | Assistant Commissioner of State Tax, Bidhannagar Division, Kolkata-North, CBIC, West Bengal State. | 25-06-2024 | For violating Section 16(4) of the Act, read with the corresponding provisions of the West Bengal GST Act, 2017 & IGST Act, 2017 for Excess ITC claimed for tax period April 2020 – March 2021. | Issued Demand Order - DRC-07 No. ZD190225041319E, dt. 25/02/2025 amounting Rs.33,42,387.40 (GST and penalty). |
| 2 | Assistant Commissioner, Tenali Circle, Guntur, Andhra Pradesh | 16-06-2023 | Discrepancies of excess claim of ITC and under declaration of output tax through GSTR-3B w.r.t. GSTR-1 from July 2017 to August 2019 and demanded tax including interest and penalty of Rs.20,58,23,935/-. | Disposed of the Writ Petition No.24537/2023, dt.19/09/2023 setting aside the impugned assessment order, dated 16.06.2023, issued by the Assistant Commissioner, Tenali Circle, Guntur, Andhra Pradesh with liberty to conduct fresh assessment, after giving notice and by assigning a signature to the said order. The period from the date of the impugned assessment order, till the date of receipt of this order shall be excluded for the purposes of limitation. Disposed Order dt. 18th day of December, 2024 |
| 3 | Superintendent, Jurisdiction: Bhubaneswar-II Range, Bhubaneswar-I Division, Bhubaneswar CBIC, State/UT: Odisha. | 27-02-2025 | Wrong availment of ITC for the FY 2020-21 | Imposed a penalty of Rs.40,000/- vide revised order dt.21/04/2025 on the notice under the provisions of Section 73 of the Act. |