DIRECTORS' REPORT FOR THE FINANCIAL YEAR 2014-2015 To, The Members SENTHIL INFOTEK LIMITED HYDERABAD. 1. Your directors have pleasure in presenting their 21st Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015. 2. STATE OF COMPANY'S AFFAIRS & FUTRURE OUTLOOK During the period under review, the turnover of the Company has decreased to 8.07 Lakhs as against that of the previous year. of Rs. 10.47 Lakhs. The financials depict decrease in profits for the current year as against the profit of Rs. 0.37 Lakhs mainly due to the decrease in revenues of the Company. The changing economic and business conditions followed by evolving consumer/client preferences and rapid technological innovations and adopting, the Company is making efforts for creating an increasingly receptive market in the present IT Sector. Thus, the current driving motto of all IT sectors Companies is to transform their operation and business undertakings in the most productive manner and earn returns However, the Company is optimistic in improving and continue to focus on reflecting and delivering superior performance on projects undertaken and reap profits in the coming years. 3. CHANGES IN NATURE OF BUSINESS: During the period under review, there is no change in the nature of business carried out bythe Company. 4. DIVIDEND During the F.Y. 2014-15, the Company has not been able to earn profits so as to reward the shareholders. Therefore, your directors do not recommend any dividend for the year under review. 5. AMOUNTS TRANSFERRED TO RESERVES: No Transfer to Reserves is proposed and accordingly the entire balance available in profit and loss account is retained in it. 6. SHARE CAPITAL: The Share Capital of your Company is Rs. 5,05,00,000 During the Financial Year 2014-15, there has been no change in the share Capital of the Company 7. PUBLIC DEPOSITS: The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year. 8. DIRECTORS Your Board consists of SIX Directors including FOUR Independent non- executive Directors. The declaration from all the independent directors are being obtained both at the time of appointment and at the first Board meeting of the financial year annually. A. BOARD MEETINGS A calendar of meetings is prepared and circulated in advance to the Directors. During the financial year under review, your Board met FIVE times and the dates of the board meeting held are 29.05.2014, 31.07.2014, 14.08.2014, 31.10.2014 and 31.01.2015The details of the Board Meetings held during the year are covered in the Clause No. 2 of the Corporate Governance Report. Shri Chellamani Pitchandi&Shri Senraj Muthiah Sennavanadi,directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Board recommends their appointment. B. INDEPENDENT DIRECTORS AND THEIR DECLARATION: During the year under review, your Board in the Annual General Meeting held on 29th September, 2014 has appointed Smt. Sarada Dittakavi as an independent directors of the Company to comply with the provisions of Sections 149 of the Companies Act, 2013 which mandates every listed Company to have at least 1/3rd of its directors as Independent directors. All the Independent Directors have given a declaration under sub-section (7) of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. C. KEY MANAGERIAL PERSONNEL (KMPs) Your Company has not Appointed company secretary & Chief Financial Officer (KMPs) as required under section 203 due to meager business revenues D. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors. The extract of the policies are provided along with board evaluation template is in "Annexure II" 9. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that: a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) 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 as at 31st March, 2015 and of the profit /loss of the Company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) 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. f) 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. 10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the company's policies, the safe guarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information. 11. STATUTORY AUDITORS: Pursuant to the resolution passed by the members in their 20th Annual General Meeting held on 29.09.2014, M/s P. Srinivasan & Co., Chartered Accountants, the statutory Auditors of the Company to hold the office till the conclusion of the annual general meeting of the company to be held in the calendar year 2017 subject to ratification every year. Accordingly, the Company has received written consent and a certificate from them to the effect that such appointment if made within the limits as prescribed under Section 139 of the Companies Act, 2013 read with the respective Rules. The Board recommends for ratification for their appointment. 12. SECRETARIAL AUDIT REPORT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Shri. Ajay S Shrivastava, Practicing Company Secretary, Hyderabad to undertake the Secretarial Audit and certify the same for the Company. As regrading appointment of KMPs, the same is clarified in point 8(C) above. The Secretarial Audit Report is provided as "Annexure III". The qualifications made in the Secretarial Audit Report are clarified hereunder- 13. EXPLANATION TO THE QUALIFICATIONS/RESERVATIONS /ADVERSE REMARKS IF ANY, MADE BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORT: Since there are no qualification, reservation, adverse remark or disclaimer made by the statutory auditor in his report and / or by the Secretarial Auditor in the Secretarial Audit report, there is no need to give any explanation by the Board in this report. 14. MANAGERIAL REMUNERATION: A statement containing the details of is given as Annexure 'E' forming part of this Report The details of Remuneration paid to the Directors, KMP's and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Form MGT-9 forming part of the Directors Report and Corporate Governance Report, and same are Nil 15. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL During the year under review, there has been no significant and material orders passed by any regulators or courts or tribunal. 16. PARTICULARS OF EMPLOYEES: There are no employees drawing remuneration as prescribed under Section 197 of the Companies Act, 2013. Hence the details are NIL 17. ANTI SEXUAL HARASSMENT POLICY: Your Company has female employees and the majority of working staff/ employees are scattered and mobile in nature, hence, there lies no question of sexual Harassment and neither any complaints received/resolved or pending. However, the Company adopts the Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. 18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal. 19. ESTABLISHMENT OF VIGIL MECHANISM: Your Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. The Policy is annexed to this Report as Annexure IV. The Whistle Blower Policy is made available on the website of the Companywww.senthilinfo.com 20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: There are no related party transactions. 21. CORPORATE SOCIAL RESPONSIBILITY (CSR) Since during the financial year under review, the Company's the provisions set under Section 135 of the Companies Act, 2014 read with rules made thereunder, hence, the compliance to the to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, is not required. 22. CORPORATE GOVERNANCE CERTIFICATE: Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement and applicable provisions of Companies Act, 2013. A report on Corporate Governance covering among others details of meetings of the Board and Committees along with a certificate for compliance with the Clause 49 of the Listing Agreement issued by the Practicing Company Secretary- Shri. Ajay S Shrivastava, forms part of this Annual Report. Your Board has in accordance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement has adopted new policies and amended existing policies such as policy on Related Party Transaction, Code of Conduct for Directors and Senior Management, Corporate Social Responsibility Policy and Whistle Blower and Vigil Mechanism Policy. These policies are available on the website of the Company and can be viewed on www.senthilinfo.com I. AUDIT COMMITTEE: The Board has constituted the Audit Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Audit Committee along with Meetings held during the year are covered in the Clause 7 of the Corporate Governance Report in ANNEXURE IV II. NOMINATION AND REMUNERATION COMMITTEE-ANNUXERE V In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report. Annexure V 23. LISTING: The shares of your Company are listed at BSE Ltd and Madras Stock Exchange Limited (De-Recognized). The Company has duly complied with all the applicable provisions of the Listing Agreement. 24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in "Annexure VIII" which forms part of this report. FOREIGN EXCHANGE EARNINGS AND OUTGO: Particulars of foreign currency earnings and outgo during the year are NIL. 25. DISCLOSURES i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are contained in Note No. 13 to the Standalone Financial Statements. ii. Transactions with Related Parties: There are no related party transactions. iii. Unclaimed Dividend: During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company is Nil. iv. Subsidiaries & joint ventures: The company neither has any subsidiaries nor entered into joint venture with any Company or institution during the year under review v. Employee stock options & sweat equity shares: During the year under review, the Company has not issued any Employee Stock Options and sweat Equity shares vi. Extract of the Annual Return: Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return in Form MGT-9 is attached as Annexure VII 26. ACKNOWLEDGEMNENTS: Your directors take this opportunity to express their gratitude for the assistance and cooperation extended by Government Authorities, Bankers and other business associates along with our estimated Shareholders and employees. For and on behalf of the Board SENTHIL INFOTEK LIMITED Sd/- Chellamani Pitchandi Managing Director DIN: 01256061 Sd/- Seetha Lakshmi Pitchandi Director DIN:02779034 Place: Hyderabad Date: 26.08.2015 |