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Softech Infinium Solutions Ltd.

BSE: 530651 Sector: IT
NSE: N.A. ISIN Code: INE181K01019
BSE 00:00 | 04 Mar Softech Infinium Solutions Ltd
NSE 05:30 | 01 Jan Softech Infinium Solutions Ltd
OPEN 3.67
PREVIOUS CLOSE 3.67
VOLUME 100
52-Week high 3.67
52-Week low 0.00
P/E 8.74
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.67
CLOSE 3.67
VOLUME 100
52-Week high 3.67
52-Week low 0.00
P/E 8.74
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Softech Infinium Solutions Ltd. (SOFTECHINFINIUM) - Director Report

Company director report

To

THE SHAREHOLDERS OF M/s SOFTECHINFINIUM SOLUTIONS LIMITED.

Yours Directors have great pleasure in presenting the TWENTY FIRST ANNUAL Report ofyour Company together with Audited statement of Accounts for the year 31st March 2014.

FINANCIAL RESULTS:

The Financial results of the Company are as follows

Rs. in lakhs Rs. in lakhs
2013-2014 2012-2013
Sales and other Income 8.80 629.29
Gross Profit before Depreciation and Tax (2.14) 60.55
Depreciation 49.82 52.96
Profit/Loss before Tax (51.96) 7.59
Provision for Tax - 1.45
Profit after Tax (51.96) 6.14
Proposed Dividend - -
Surplus brought forward from previous year 53.96 47.82
Profit and Loss Account Carried over 2.00 53.96

The above operational results are the same in respect of both consolidated andUnconsolidated Financial Results as no transaction commenced by the New Zealand SubsidiaryCompany ‘SOFTECHIN LIMITED’.

OPERATIONS AND PROSPECTS:

During the period under report the Company was yet to recover from recession andhowever the company continues to explore expansion to e commerce and e educationactivities during the forthcoming years. During the year under report the company usedthe resources for capacity build up and consolidation by identifying potential markets andimproving the products for future business.

During the year under report Sales and other Income of the company is Rs. 8.80 Lakhsas against Rs. 629.29 Lakhs in the previous year. The profit after tax is Rs. (51.96)Lakhs as against Rs. 6.14 Lakhs in the previous year. The Board is not recommendingdividend for the year in the absence of profits.

DIRECTORS:

The directors had not drawn any sitting fee for attending Board Meetings and othermeetings during the year under report. Mr. M.Muraleedharan retires by rotation and seeksreappointment. Your Directors recommends to appoint a woman director and independentdirectors as required by the Companies Act 2013.

AUDITORS:

The retiring auditor M/s. SB SB AND ASSOCIATES Chartered Accountants retires at theconclusion of this Annual General Meeting and a Certificate under section 139 of theCompanies Act2013 has been received from them for reappointment. M/s SB SB ANDASSOCIATES Chartered Accountants was holding the office as Auditors for years 2011-12 and2012-13. Prior to this Mr. D.Sharath Kumar Chartered Accountants was the auditor of thecompany and Mr. D.Sharath Kumar Chartered Accountants is a partner of M/s SB SB ANDASSOCIATES. Further pursuant to third proviso to Section 139(2) of the Companies Act2013the company is required to comply with the limits on number of years for appointment ofauditor within three years. Hence it has been proposed and recommended for thereappointment of retiring auditor M/s. SB SB AND ASSOCIATES Chartered Accountants for theperiod of three years to hold office from the conclusion this Annual General meeting tillthe conclusion of Annual General Meeting to be held during year 2017

CONSERVATION OF ENERGY:

The Company continues efforts to conserve energy by economizing use of electricity.

RESEARCH AND DEVELOPMENT: '

Nil

PARTICULARS OF EMPLOYEES U/S 217 (2A):

Nil

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors states that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies applied by 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 at the end of the financial year and ofthe profit or loss of the company for that period;

iii) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities; and

iv) the directors had prepared the annual accounts on a going concern basis.

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REPORT ON CORPORATE GOVERNANCE

During the year under report your Company was having Four Directors out of which twowere Independent directors. Your company is complying with all the Listing requirements ofCorporate Governance.

1. A brief statement on company's philosophy on code of governance:

The Company is truly a professionally managed company with a qualified companysecretary (CS) and cost accountant (CMA) as Promoter of the Company with independentdirectors in the Board of Directors.

2. Board of Directors: (Tear 2013-14)

(i) Composition and category of directors during the year:

Promoter Professional Non Executive Chairman - 1 (One)
Promoter’s Relative Non Executive Director - 1 (One)
Independent Non Executive Directors - 2 (One)

a. The Promoter Mr. Gopi Narayanan Yadav Chairman is a Graduate in Commerce and Law.He is a Corporate Professional with Software qualifications and experience as SystemsAnalysts and Architect. Mr. Gopi Narayanan Yadav is fellow member of the Institute ofCompany Secretaries of India (FCS) and Associate member of Institute of Cost Accountantsof India (ACMA). He is having rich corporate experience of over 30 years in the seniormanagement of various companies. Mr. Muraleedharan is a Graduate in Social Science and isalso a Master Graduate in ‘Gandhian Thought’ with over 23 years of experience asa Finance & Investment Consultant. Mr. D.Subramanian is a qualified M.Sc. ChemistryDCA.MS.PPM. Auto Cadd. MCSE. P.G.Diploma in Production Management with over 19 yearsof industrial experience in reputed pharma companies such as Nicholas piramal Indialtd.(Chennai) as Manager.(2004-2010) Sun pharmaceutical industries ltd. as managerproduction.(2001- 2004) Kumar organics ltd. as Jr. manager production^ 1997-2001) andMalladi Drugs & Biotics ltd. as officer.(1993-1997). The Company hopes to utilise hisknowledge & experience for the existing business as well as for diversification. Mr.M. IYAMPERUMAL is a software professional a Engineering Graduate (B.E) in ComputerEngineering.

NAME OF DIRECTOR NATURE OF DIRECTOR NUMBER OF BOARD MEETINGS ATTENDED. TOTAL SEVEN (7)
Gopi Narayanan Yadav Chairman - Non Executive (Promoter) SEVEN ( 7 )
M.Muraleedharan Director-Non Executive (Relative) SEVEN ( 7 )
D.Subramanian Director - Non Executive Independent SEVEN ( 7 )
M.Iyamperumal Director - Non Executive Independent SEVEN ( 7)

(ii) Attendance of each director at the BOD meetings and the last AGM.

SI. No. DATE OF BOARD MEETING / GENERAL MEETINGS ATTENDANCE OF DIRECTORS TOTAL SEVEN (7) BOARD MEETINGS ONE (1) AGM
1. 03-05-2013 FOUR (4)
2. 30-05-2013 FOUR (4)
3. 30-08-2013 FOUR (4)
4. 02-09-2013 FOUR (4)
5. 28-09-2013 AGM FOUR (4)
6. 14-11-2013 FOUR (4)
7. 09-01-2014 FOUR (4)
8. 12-02-2014 FOUR (4)

(iii) Number of other BODs or Board Committees in which he/she is a member orChairperson:

Name of the Director Name of Company BOD or Committees
GopiNarayanan Yadav / M.Muraleedharan GREEN WINSUN POWER PRIVATE LIMITED Chairman / Director
GopiNarayanan Yadav / M.Muraleedharan YADAVA DAIRY BEST PRIVATE LIMITED Chairman / Director
GopiNarayanan yadav YADAV MEDIA PRIVATE LIMITED Chairman
GopiNarayanan Yadav / M.Muraleedharan A2Z CLOUDSOFT PRIVATE LIMITED Chairman / Director
Gopi Narayanan Yadav/ D.Subramanian SYMED ECO BIOTECH PRIVATE LIMITED Chairman/ Director
Gopi Narayanan Yadav/ D.Subramanian MOON MARS HOUSING PRIVATE LIMITED Chairman/ Director
Gopi Narayanan Yadav/ D.Subramanian VAMSI BUSINESS ACADEMY PRIVATE LIMITED Chairman/ Director
Gopi Narayanan Yadav/ D.Subramanian ECCENTRIC ENGINEERING PROFESSIONAL CONSULTANCY PRIVATE LIMITED Chairman/ Director
D.Subramanian DUSUJA HEALTHCARE PRODUCTS PRIVATE LIMITED Chairman and Managing Director
Gopi Narayanan Yadav/ D.Subramanian TEBMA SHIPYARDS LIMITED (From 27/03/2013) Independent Director / Independent Director

Number of BOD meetings held dates on which held.

NAME OF DIRECTOR NAME OF COMPANY DATES OF BOD
GopiNarayanan Yadav / M.Muraleedharan GREEN WINSUN POWER PRIVATE LIMITED 21-06-2013 30-08-2013 25-10-201331-03-2014
GopiNarayanan Yadav / M.Muraleedharan YADAVA DAIRY BEST PRIVATE LIMITED 21-06-201330-08-2013 25-10-201331-03-2014
GopiNarayanan Yadav YADAV MEDIA PRIVATE LIMITED 21-06-201330-08-2013 25-10-201331-03-2014
GopiNarayanan Yadav / M.Muraleedharan A2Z CLOUDSOFT PRIVATE LIMITED 21-06-201330-08-2013 09-11-201331-03-2014
Gopi Narayanan Yadav/ D.Subramanian SYMED ECO BIOTECH PRIVATE LIMITED 21-06-201309-08-2013 09-11-201331-03-2014
Gopi Narayanan Yadav/ D.Subramanian MOON MARS HOUSING PRIVATE LIMITED (Date of Incorporation 25/10/2013) 13-11-2013 03-12-2013 31-03-2014
Gopi Narayanan Yadav/ D.Subramanian VAMSI BUSINESS ACADEMY PRIVATE LIMITED (Date of Incorporation 20/11/2013) 23-11-2013 03-12-2013 31-03-2014
Gopi Narayanan Yadav/ D.Subramanian ECCENTRIC ENGINEERING PROFESSIONAL CONSULTANCY PRIVATE LIMITED (Date of Incorporation 18/10/2013) 13-11-201303-12-2013 31-03-2014
D.Subramanian DUSUJA HEALTHCARE PRODUCTS PRIVATE LIMITED 21-06-2013 30-08-2013 09-11-201331-03-2014
Gopi Narayanan Yadav/ D.Subramanian TEBMA SHIPYARDS LIMITED (From 27/03/2013) NIL

3. Audit Committee.

(i) Composition and category of directors:

Independent Non Executive Chairman - 1 ( One)
Promoter Group Non Executive Member - 1 (One)
Independent Non Executive Member - 1 (One)

 

SI. No. NAME OF DIRECTOR NATURE OF DIRECTOR NUMBER OF COMMITEE MEETINGS ATTENDED. TOTAL FIVE (5)
1. D.Subramanian CHAIRMAN-Non Executive Independent FIVE (5)
2. Gopi Narayanan Yadav MEMBER-Non Executive (Promoter) FIVE (5)
3. M.Iyamperumal MEMBER-Non Executive Independent FIVE (5)

(ii) Attendance of each director at the COMMITTEE meetings.

SI. No. DATE OF COMMITTEE MEETING. ATTENDANCE OF DIRECTORS TOTAL FIVE (5) COMMITTEE MEETINGS.
1. 30-05-2013 THREE (3)
2. 30-08-2013 THREE (3)
3. 02-09-2013 THREE (3)
4. 14-11-2013 THREE (3)
5. 09-01-2014 THREE (3)

4. Nomination and Remuneration Committee.

(i) Composition and category of directors:

Independent Non Executive Chairman - 1 ( One)
Promoter Group Non Executive Member - 1 (One)
Independent Non Executive Member - 1 (One)

 

SI. No. NAME OF DIRECTOR NATURE OF DIRECTOR NUMBER OF COMMITEE MEETINGS ATTENDED. TOTAL FIVE (5)
1. D. Subram anian CHAIRMAN-Non Executive Independent FIVE (5)
2. Gopi Narayanan Yadav MEMBER-Non Executive (Promoter) FIVE (5)
3. M.Iyamperumal MEMBER - Non Executive Independent FIVE (5)

(ii) Attendance of each director at the COMMITTEE meetings.

SI. No. DATE OF COMMITTEE MEETING. ATTENDANCE OF DIRECTORS TOTAL FIVE (5) COMMITTEE MEETINGS.
1. 30-05-2013 THREE (3)
2. 30-08-2013 THREE (3)
3. 02-09-2013 THREE (3)
4. 14-11-2013 THREE (3)
5. 09-01-2014 THREE (3)

5. Shareholders Committee.

(i) Composition and category of directors:

Independent Non Executive Chairman - 1 ( One)
Promoter Group Non Executive Member - 1 (One)
Independent Non Executive Member - 1 (One)

 

SI. No. NAME OF DIRECTOR NATURE OF DIRECTOR NUMBER OF COMMITEE MEETINGS ATTENDED. TOTAL FIVE (5)
1. D.Subramanian CHAIRMAN-Non Executive Independent FIVE (5)
2. Gopi Narayanan Yadav MEMBER-Non Executive (Promoter) FIVE (5)
3. M.Iyamperumal MEMBER-Non Executive Independent FIVE (5)

(ii) Attendance of each director at the COMMITTEE meetings.

SI. No. DATE OF COMMITTEE MEETING. ATTENDANCE OF DIRECTORS TOTAL FIVE (5) COMMITTEE MEETINGS.
1. 30-05-2013 THREE (3)
2. 30-08-2013 THREE (3)
3. 02-09-2013 THREE (3)
4. 14-11-2013 THREE (3)
5. 09-01-2014 THREE (3)

6. General Body meetings.

(i) Location and time where last three AGMs / EGM held.

MEETING DATE TIME PLACE
18th AGM 29-9-2011 10.35 A.M Softech’s R&D Technology Centre No. 1 Precision Plaza New No.397 Anna Salai Near Vanavil Teynampet Chennai - 600 018
EGM 10-9-2012 10.05 A.M Softech’s R&D Technology Centre No. 1 Precision Plaza New No.397 Anna Salai Near Vanavil Teynampet Chennai - 600 018
19th AGM 29-9-2012 10.35 A.M Softech’s R&D Technology Centre No. 1 Precision Plaza New No.397 Anna Salai Near Vanavil Teynampet Chepnai - 600 018
20th AGM 28-9-2013 11.00 A.M (Registeredoffice: No.29 Precision Plaza New No. 397 Anna Salai Near Vanavil Teynampet Chennai 600 018.

(ii) Whether any special resolution passed in the previous 3 AGMs / EGM: YES

(iii) Whether any special resolution passed last year through postal ballot - detailsof voting pattern: NIL

(iv) Person who conducted the postal ballot exercise NOT APPLICABLE

(iv) Whether any special resolution is proposed to be conducted through postal ballot:NO

(v) Procedure for postal ballot: NOT APPLICABLE

7. Disclosures.

(i) Disclosures on materially significant related party transactions that may havepotential conflict with the interests of company at large. NIL

(ii) Disclosure of accounting treatment if different from that prescribed inAccounting Standards with explanation. NIL

(iii) Details of non-compliance by the company penalties strictures imposed on thecompany by Stock Exchange or SEBI or any statutory authority on any matter related tocapital markets during the last three years: Nil

(iv) Whistle Blower policy and affirmation that no personnel has been denied access tothe audit committee.

The company implemented adequate mechanism for employees to report to the managementthe unethical behavior actual or suspected fraud or violation of the company’s codeof conduct or ethics policy. This mechanism provides adequate safeguards of secrecy ofinformants against victimization of employees. It provides for direct access to theChairman of the Board of Directors and to Chairman of other committee of directorsincluding Audit Committee. The details of the mechanism has been duly communicated to andunderstood by all the employees within the organization.

8. Means of communication. All statutory communications are made by post and repliesmade to shareholders promptly.

9. Shareholder information: Shares are listed and traded at Madras and Mumbai stockExchanges. Demat with NSDL and CDSL Vide ISIN INE 181K 01019.

(i) Registrar and Transfer Agents: Cameo Corporate Services Limited

No.l Club House Road Chennai -'600 002.

(ii) Address for correspondence: Suit No. 29 Precision Plaza New No.397

Anna Salai Near Vanavil Teynampet Chennai - 600 018

10. Other Requirements: Necessary Certificate from CEO / Chairman and Compliancecertificate from auditors pursuant to clause 49 of the Listing Agreement are annexed tothis report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable contribution andunstinted efforts and spirit of dedication shown by the employees of the Company duringthe year. They also acknowledge with thanks the assistance and the Cooperation extended toyour Company by the bankers.

On behalf of the Board of Directors
Place: Chennai
Date: 03rd September 2014 GOPI NARAYANAN YADAV
Chairman

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