M/s SENTHIL INFOTEK LIMITED
157 Dhana Lakshmi Society Mahendra Hills
East Mared Pally Secunderabad - 500026 Telangana
The Directors have pleasure in presenting their 23rd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2017.
2. FINANCIAL HIGHLIGHTS:
During the year under review performance of your company are as under:
|Particulars ||2016 - 2017 ||2015 - 2016 |
|Total Revenue ||11.00 ||8.81 |
|Total Expenses ||124.41 ||8.32 |
|Gross Profit ||(113.41) ||0.49 |
|Provision for Depreciation ||-- ||-- |
|Net Profit Before Tax ||(113.41) ||0.49 |
|Provision for Tax ||-- ||0.15 |
|Net Profit After Tax ||(113.41) ||0.34 |
|Balance of Profit brought forward ||82.64 ||82.31 |
|Balance available for appropriation ||(30.77) ||82.65 |
|Proposed Dividend on Equity Shares ||-- ||-- |
|Tax on Proposed Dividend ||-- ||-- |
|Transfer to General Reserve ||-- ||-- |
|Surplus carried to Balance Sheet ||(30.77) ||82.65 |
3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
During the period under review the turnover of the Company has decreased to Rs. 7.76Lakhs as against that of the previous year of Rs. 8.80 Lakhs. The financial statementsdepict loss of Rs. 113.41 lakhs for the current year as against the profit of Rs. 0.34Lakhs for the previous year mainly due to Loss on sale of assets .
Despitedynamic business environment in the Information Technology sector revival phaseof economy after demonetization and changing customer preferences the Company is makingefforts for creating a responsive market in the present IT Sector. The current drivingmotto of the Company is to transform their operation and business undertakings in the mostprolific manner and reap profits.
Your Directors are optimistic about better performance with increased revenue and turnproftable in the coming years.
4. ANNUAL RETURN:
The extracts of the Annual Return pursuant to the provisions of Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT- 9 is enclosed herewith in Annexure I.
5. CHANGE IN NATURE OF BUSINESS IF ANY:
There is no change in the nature of business of the Company during the year.
During the period under review the Company has not been able to earn enough profits soas to reward the shareholders. Therefore your directors do not recommend any dividend forthe year under review.
7. AMOUNT TRANSFERRED TO RESERVES:
No transfer to reserves is proposed due to inadequacy of profits and accordingly theentire balance available in profit and loss account is retained in it.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in last 7 years.
9. SHARE CAPITAL:
The Authorised Share Capital of your Company is Rs. 60000000 and the Paid up ShareCapital of your Company is Rs. 50500000 During the Financial Year 2016-17 there hasbeen no change in the share capital of the Company.
a. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:
The Company has not made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees as per Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014.
b. Issue of Sweat Equity Shares:
The Company has not issued any sweat equity share during the financial year inaccordance with the provisions of Section 54 of Companies Act 2013 read with Rule 8 ofthe Companies (Share Capital and Debentures) Rules 2014.
c. Issue of Equity Shares with Differential Voting Rights:
The Company has not issued any equity shares with differential voting rights during thefinancial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014.
d. Issue of Employee Stock Option:
The Company has not issued any employee stock option during the financial year as perRule 12 of Companies (Share Capital and Debentures) Rules 2014.
10. PUBLIC DEPOSITS:
The Company has neither accepted nor renewed any deposits from Public within theMeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.
11. SUBSIDIARIES HOLDING COMPANY JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Holding Joint venture orAssociate Company.
Your Board consist of Five Directors including Three Independent Non- ExecutiveDirectors. During the year Mr. Senraj Muthiah Sennavanadi resigned from the directorshipof the Company w.e.f. 20th June 2016.
The declaration from all the Independent Directors are being obtained both at the timeof appointment and at the First Board meeting of each Financial Year.
Smt. Seetha Lakshmi Pitchandi being a Director liable to retire by rotation shallretire in the ensuing Twenty Third Annual General Meeting and being eligible offersherself for reappointment. Her Profile is appended to the AGM Notice and your Boardrecommends for her re-appointment.
A. Board Meetings:
During the financial year under review your Board met Six times as follows:
|Sl. No. of Board Meeting for the year 2016-17 ||Date of Board meeting ||Chairman |
|1. ||30.05.2016 ||Shri ChellamaniPitchandi |
|2. ||20.06.2016 ||Shri Chellamani Pitchandi |
|3. ||12.08.2016 ||Shri Chellamani Pitchandi |
|4. ||26.08.2016 ||Shri Chellamani Pitchandi |
|5. ||29.10.2016 ||Shri Chellamani Pitchandi |
|6. ||31.01.2017 ||Shri Chellamani Pitchandi |
B. Key Managerial Personnel (KMPs):
Your Company has not appointed Company Secretary and Chief Financial Officer (KMPs) asrequired under section 203 of the Companies Act 2013 and stated by the sec retarialauditor in his report in form MTR-3 due to meagre business operations and revenues.
C. Composition of Audit Committee:
Your Company has a duly constituted Audit Committee of the Directors. The compositionpowers role and terms of reference of the Committee are in accordance with therequirements mandated under Section 177 of the Companies Act 2013 and Regulation 18 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
MEETINGS OF THE AUDIT COMMITTEE:
|Sl. No. of Board Meeting for the year 2016-17 ||Date of Board meeting ||Chairperson |
|1. ||30.05.2016 ||Mrs. Dittakavi Surekha |
|2. ||12.08.2016 ||Mrs. Dittakavi Surekha |
|3. ||29.10.2016 ||Mrs. Dittakavi Surekha |
|4. ||31.01.2017 ||Mrs. Dittakavi Surekha |
D. Independent Directors annual declaration and their meeting:
In accordance with Sub-section (7) of Section 149 of the Companies Act2013(hereinafter called as "The Act") the Independent Directors on your BoardMr. Sreehari Ankem Mrs. Dittakavi Surekha and Mrs. Sarada Dittakavi have givendeclaration that they meet the criterion of independence as provided in sub section (6) ofSection 149 of the Act. During the year there has been no change in terms and conditionsof appointment of Independent Directors. The policy containing terms and conditions forappointment of independent directors is enclosed herewith as Annexure II.
Mrs. Dittakavi Surekha is to conclude at the ensuing Annual General Meeting beingeligible offers herself for appointment for term of Five years. as independent DirectorHence your Directors recommend her re-appointment.
During the year under review the separate meeting of Independent Directors of theCompany were held on 6th January 2017 in which the following matters wereconsidered:
i. Review of the performance of all the non-independent directors and the Board as awhole;
ii. Review of the performance of the Chairman of the Company taking into accounts theviews of Executive Directors and Non-Executive Directors; and
iii. Assess of the quality quantity and timeliness of flow of information among theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
E. Board Evaluation:
The Board of Directors has carried out an Annual Evaluation of its own performance andhas devised a Policy on Evaluation of performance of Board of Directors Committees andIndividual Directors pursuant to the provisions of the Act the Corporate Governancerequirements and as prescribed by Regulation 25 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter called as"SEBI Listing Regulations").
The Extract of the "Policy on evaluation of performance of the Board itscommittees and Independent Directors" is placed on the website of the Company forreference.
F. Managerial Remuneration:
The details of Remuneration paid under Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in Form mGt-9 forming part of the Directors Report and Corporate GovernanceReport and the same are NIL.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Act your directors to thebest of their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the Financial Year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 stMarch 2017 and ofthe loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 ofall applicable laws and that such systems were adequate and operating effectively;
f) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
14. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has Internal Financial Controls which are adequate and were operatingeffectively. The controls are adequate for ensuring the orderly & efficient conduct ofthe business including adherence to the Company's policies the safe guarding of assetsthe prevention and detection of frauds and errors the accuracy and completeness ofaccounting records and timely preparation of reliable financial information. The detailsin respect of Internal Financial Controls are included in the Management Discussion andAnalysis Report which forms part of the Annual Report.
The term of M/s P. Srinivasan & Co. (Firm Registration No. 004055S) CharteredAccountants as the Statutory Auditors of the Company is to conclude at the ensuingAnnual General Meeting of the Company. Your Directors have considered to appoint M/s GMNRao & Co. (Firm Registration No. 016126S) Chartered Accountants as StatutoryAuditors in place of outgoing Auditors. Accordingly the Company has received consent fromthem to the effect that their appointment if made would be within the limits prescribedunder Section 141 of the Act. The Board recommends their appointment.
16. SECRETARIAL AUDIT:
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 hadappointed Shri Ajay Suman Shrivastava Practicing Company Secretary Hyderabad toundertake the Secretarial Audit of the Company for the financial year 2016-17 and to issuethe Secretarial Audit Report.
Further Shri Ajay Suman Shrivastava has conducted the Secretarial Audit of the Companyfor the said period and the Secretarial Audit Report in prescribed Form MR-3 issued by himhas been taken on record by the Board. The remarks made by him in the Report are repliedhere under.
17. EXPLANATION TO THE QUALIFICATIONS/RESERVATIONS /ADVERSE REMARKS IF ANY MADE BYSTATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORT:
The qualifications made in Secretarial Audit Report are clarified hereunder:
Comment: The Company has not appointed the Chief Financial Officer and CompanySecretary (KMPs) as required under Section 203 of the Act.
Explanation: Due to the scanty business operations no qualified professionalagrees to join for employment with the Company. Your Company is in revival phase andappointments shall be made upon improvement of business prospects.
18. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL:
During the year under review there has been no significant and material orders passedby any regulators or courts or tribunal.
19. PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration as prescribed under Section 197 oftheCompanies Act 2013. Hence the details are NIL.
20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY:
The Company has an effective and adequate risk management policy which is capable ofidentifying various types of risks associated with the business its assessment riskhandling monitoring and reporting. On the basis of regular review of business operationsthe management opines that the following risks and challenges are involved in thebusiness-
dynamic business environment;
changing customer preferences;
frequent changes in currency rates and
21. ESTABLISHMENT OF VIGIL MECHANISM:
Your Company has laid down Whistle Blower Policy covering Vigil Mechanism withprotective Clauses for the Whistle Blowers as per Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015. The Whistle Blower Policyis made available on the website of theCompanywww.senthilinfo.comfor reference.
22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There are no related party transactions as per Section 188(1) of the Companies Act2013 during the period under review.
However the Company has devised a policy to deal with related party transactions whichhas been properly being reviewed time to timeand the same has been placed on the websiteof the Companywww.senthilinfo.com for reference.
23. CORPORATE SOCIAL RESPONSIBILITY:
The Company's small business operations does not attract the provisions set out underSection 135 of the Companies Act 2013 read with rules made thereunder hence thecompliance to the provisions of Section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 is not required.However being aresponsible corporate entity the principal endeavour of your Company is to maximizereturns to all the stakeholders.
24. CORPORATE GOVERNANCE CERTIFICATE:
Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with therequirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and applicable provisions ofCompanies Act 2013.
Your Board has in accordance with the requirements of Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 has adopted variouspolicies such as policy on Related Party Transactions Code of Conduct for Directors andSenior Management and Vigil Mechanism. These policies are regularly being reviewed byBoard. The same are available on the website of the Company and can beviewed onwww.senthilinfo.com and form part of the Annual Report.
A report on Corporate Governance covering details of Corporate Governance requirementsin accordance with Regulations 17 to 27 read with Schedule V and clauses (b) to (i) ofsubregulation (2) of Regulation 46 of SEBI (LODR) Regulations 2015 as applicable alsoforms part of the Annual Report.
25. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR RULES:
Your Company has a duly constituted Nomination &Remuneration Committee ofDirectorsin accordance with the requirements of Section 178 of the Companies Act 2013read with Regulation 19 of SEBI (LODR) Regulations 2015. The Nomination &RemunerationCommittee of your Board had fixed various criteria for nominating a person on the Boardwhich inter alia include desired size and composition of the Board age limitsqualification/experience areas of expertise and independence of individual.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
There were no loans given guarantees provided or investments made by the Company underSection 186 of the Companies Act 2013 during the financial year under review.
27. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as follows:
|1 The steps taken or impact on conservation of energy ||Your Company being a service provider requires minimal energy consumption and every endeavor is made to ensure optimal use of energy avoid wastages and conserve energy as far as possible |
|2 The steps taken by the company for utilizing alternate sources of energy || |
|3 The capital investment on energy conservation equipment's || |
|1. The efforts made towards technology absorption ||Since the Company is not engaged in any manufacturing the information in connection with technology absorption is Nil. |
|2. The benefits derived like product improvement cost reduction product development or import substitution |
|3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- || |
|- the details of technology imported the year of import; || |
|- whether the technology been fully absorbed || |
|- if not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|4. The expenditure incurred on Research and Development ||Nil |
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars of foreign currency earnings and outgo during the financial year are NIL.
The Equity shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). YourCompany has duly complied with all the requirements of concerned Stock Exchange inaccordancewith applicable provisions of the SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continues support extended toyour Company's activities during the year under review. Your Directors also acknowledgegratefully the Shareholders for their support and confidence reposed on the Company.
| ||For and on behalf of the Board |
|Date: 14.08.2017 ||Sd/- ||Sd/- |
|Place:157Dhanalakshmi Society ||(P. SEETHALAKSHMI) ||(CHELLAMANI PITCHANDI) |
|Mahendra Hills East Marredpally ||Director ||Managing Director |
|Secunderabad-500026. ||DIN: 02779034 ||DIN: 01256061 |