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Senthil Infotek Ltd.

BSE: 531980 Sector: IT
NSE: N.A. ISIN Code: INE564B01015
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NSE 05:30 | 01 Jan Senthil Infotek Ltd
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52-Week low 7.00
P/E 700.00
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.00
CLOSE 7.00
VOLUME 1
52-Week high 7.00
52-Week low 7.00
P/E 700.00
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Senthil Infotek Ltd. (SENTHILINFOTEK) - Director Report

Company director report

To

The Members

SENTHIL INFOTEK LIMITED HYDERABAD.

Your Director are pleased to present the 24th Annual Report and the AuditedFinancial Statement of Your Company for the year ended on 31stMarch 2018.

1. FINANCIAL PERFORMANCE:

The Financial Performance for the year ended on 31st March 2018 issummarized below:

(Rs. In Lakhs)
Particulars 2017 - 2018 2016 - 2017
Total Revenue 14.30 11.00
Total Expenses 13.60 124.41
Gross Profit 0.70 (113.41)
Provision for Depreciation - --
Net Profit Before Tax 0.70 (113.41)
Provision for Tax 0.23 --
Tax Adjustment (0.65) --
Net Profit After Tax 0.47 (113.41)
Balance of Profit brought forward (30.75) 82.64
Balance available for appropriation -- (30.77)
Proposed Dividend on Equity Shares -- --
Tax on Proposed Dividend -- --
Transfer to General Reserve -- --
Surplus carried to Balance Sheet 30.94 (30.77)

STATE OF COMPANY'S AFFAIRS & FUTURE OUTLOOK

During the period under review the turnover of the Company has decreased as againstthat of the previous year but the financials depict the profits of Rs. 46000/- for thecurrent year as against the Loss in previous Financial Year of Rs. 11341000/- which wasmainly due to the loss on sale of Fixed Asset of the Company.

As a part of growth strategy the Company is focusing and making efforts for findingopportunities that increases the market share of the company and involve latest technologyin the operation of the Company for efficiency and cost saving in the operations of theCompany.

In order to match the pace of rapidly changing IT sector and business condition theCompany is making efforts for augmenting the resources and strive for better returns.

2. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year underreview.

3. DIVIDEND

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.

4. AMOUNT TRANSFERRED TO RESERVES:

The surplus of profit and loss account of Rs. 46000/- is transferred to reserves /retained therein.

5. TRANSFER OF UNCLAIMED DIVEDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there is no unclaimed dividend with the Company hence no amount has beentransferred to the Investor Education and Protection Fund during the period under review.

6. 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 2017-18 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.

7. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 (“the Act”) read with theCompanies (Acceptance of Deposit) Rules 2014 as amended during the year under review.Hence the requirement of providing details relating to deposits as also of deposits whichare not in compliance with Chapter V of the Act is not applicable.

8. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 an extractof the Annual Return for the financial year ended 31st March 2018 made under theprovisions of Section 92(3) of the Act is attached as Annexure- I and available on thewebsite of the company www.senthilinfo.com .

9. DIRECTORS:

Your Board comprises of 5 Directors including 3 Independent Directors.

Sr.No Name Designation
1. Chellamani Pitachandi (DIN:01256061) Managing Director - Executive & Compliance Officer
2. P Seetha Lakshmi (DIN: 02779034) Non - Executive Director
3. Sreehari Ankem (DIN: 01866541) Independent Director
4. Dittakavi Surekha (DIN: 02779045) Independent Director
5. Sarada Dittakavi (DIN: 05209781) Independent Director

A. BOARD MEETINGS:

During the Financial Year 2017-18 your Board met Five times as follows:

Sr.No Date of Board Meeting Chairman of the Meeting
1. 30 May 2017 Shri Chellamani Pitchandi
2. 14 August 2017 Shri Chellamani Pitchandi
3. 13 September 2017 Shri Chellamani Pitchandi
4. 14 November 2017 Shri Chellamani Pitchandi
5. 14 February 2018 Shri Chellamani Pitchandi

Mr. Chellamani Pitchandi being a Director liable to retire by rotation shall retirein the ensuing Twenty Fourth Annual General Meeting and being eligible offers himself forreappointment. His Profile is appended to the AGM Notice and your Board recommends for hisre-appointment by way of Special resolution.

A. 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 also stated by the secretarialauditor in his report in Form MR-3 due to meagre business operations and revenues.

B. DECLARATION BY INDEPENDENT DIRECTORS AND THEIR MEETING:

The Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act 2013 confirming that they meet the criteria of independenceas prescribed under section 149 (6) of the Companies Act 2013 and Regulation 16(1)(b) ofthe (LODR) Regulations 2015.

During the year under review the separate meeting of Independent Directors of theCompany without the presence of non-independent directors and members of the managementand all the independent directors were present in the meeting held on 14th February 2018in Compliance with the Regulation 25 of SEBI (LODR) Regulation 2015 in which the followingmatters were considered:

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 which is necessary for the Board to effectively andreasonably perform their duties.

C. 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 SEBI (LODR) Regulations 2015.

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.www.senthilinfo.com .

D. MANAGERIAL REMUNERATION :

There are no employees drawing remuneration as prescribed under Section 197 of theCompanies Act 2013. Hence the details are NIL.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act 2013 it is herebyconfirmed:

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

b) that the Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

c) that the Directors had taken properand sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the Directors had prepared the annual accounts for the year under review on a'going concern' basis; and

e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

2. DISCLOSURE RELATED TO COMMITTEES: COMPOSITION OF COMMITTEES

AUDIT COMMITTEE

Name of Committee members Status
Dittakavi Surekha Chairperson
Sarada Dittakavi Member
Sreehari Ankem Member

NOMINATION AND REMUNERATION COMMITTEE

Name of Committee members Status
Sreehari Ankem Chairperson
Sarada Dittakavi Member
Seetha Lakshmi Pitchandi Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

Name of Committee members Status
Sreehari Ankem Chairperson
Sarada Dittakavi Member
Seetha Lakshmi Pitchandi Member

MEETINGS OF AUDIT COMMITTEE

Sr. No. DATE OF MEETING CHAIRPERSON
1. 30/05/2017 Dittakavi Surekha
2. 14/08/2017 Dittakavi Surekha
3. 13/09/2017 Dittakavi Surekha
4. 14/11/2017 Dittakavi Surekha
5. 14/02/2018 Dittakavi Surekha

MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE

Sr. No. DATE OF MEETING CHAIRPERSON
NIL

12. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENT:

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.

13. AUDITORS AND AUDITORS REPORT:

a) STATUTORYAUDITORS

In terms of the provisions of Section 139 of the Companies Act 2013 M/s GMN Rao &Co. Chartered Accountants (Firm Registration No. 004055S) were appointed as the StatutoryAuditors of the Company by the members/shareholders in the AGM held on 28thSeptember 2017 to hold office from the conclusion of said Annual General Meeting until theconclusion of the Annual General Meeting to be held for the financial year 2021-22.

M/s GMN Rao & Co. (Firm Registration No. 06126S) Chartered Accountants StatutoryAuditors of the Company issued their Report for the financial year ended 31stMarch2018 is with unmodified opinion (unqualified).

b) SECRETARIAL AUDIT:

The Board had appointed Mr. Ajay Suman Shrivastava Practicing Company SecretaryHyderabad to carry out a Secretarial Audit for the financial year 2017-18.

The Secretarial Audit Report is issued by the Secretarial Auditor for the financialyear 201718 and it contains observation or qualification requiring explanation or commentsfrom the Board under Section 134(3) of the Companies Act 2013. The report in Form MR-3 asAnnexure II forms a part of this Report.

14. 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 professional agrees tojoin for employment with the Company. Your Company is in revival phase and appointmentsshall be made upon improvement of business prospects.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

16. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:

The Company has in place an Anti-Sexual Harassment policy in line with the requirementof the Sexual harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. There were NIL complaints during the period under review.

17. RISK MANAGEMENT:

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 operations the management opines that thefollowing risks and challenges are involved in the business- dynamic business environment;changing customer preferences; cost constraints; frequent changes in currency increasingcompetition.

18. ESTABLISHMENT OF VIGIL MECHANISM:

Your Company has a Vigil Mechanism with protective regulations. The Company believes inthe conduct of the affairs of its constituents in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.

The Vigil mechanism has been framed with a view to provide the stakeholders includingDirectors individual employees of the Company and their representative bodies to freelycommunicate their concerns about illegal or unethical practices and to report genuineconcerns or grievance as also to report to the management concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy.

19. PARTICULARS OF LOANS GUARANTEES INVESTMENT AND SECURITIES.

The company has not given any loan to any person or other body corporate or given anyguarantee or provided security in connection with a loan to any other body corporate orperson or acquired by way of subscription purchase or otherwise the securities of anyother body corporate during the financial year under review.

20. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES.

All transactions entered into with related parties as defined under Section 2(76) ofthe Companies Act 2013 were in the ordinary course of business and do not attract theprovisions of Section 188 of the Companies Act 2013. There were no materially significanttransactions with related parties in the Financial Year which were in conflict with theinterest of the Company and requiring any approvals.

Since there are no contracts or arrangements with Related parties no disclosure isrequired under Section 188 of the Act.

However the Company has devised a policy to deal with related party transactions whichhas been properly being reviewed time to time and the same has been placed on the websiteof the Companywww.senthilinfo.com for reference.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 a responsible corporate entity the principal endeavor of your Companyis to maximize returns to all the stakeholders.

22. CODE OF CONDUCT AND NON APPLICABILITY OF CORPORATE GOVERNANCE CODE :

The Company has adopted a Code of Conduct for its employees including the ManagingDirector and the Key Executives. The said Code of Conduct is available on Company'sWebsiteA report on Corporate Governance under Regulations 17 to 27 is not being givensince the Schedule V and clauses (b) to (i) of Regulation 46(2) of SEBI (LODR)Regulations 2015 are not applicable to the Company.

23. SUBSIDIARY HOLDING ASSOCIATES COMPANIES AND JOINT VENTURES:

As on March 312018 the Company does not have any Subsidiary/Joint Venture/AssociateCompanies.

24. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

In terms of Section 134(3)(l) of the Companies Act 2013 except as disclosed elsewherein this Report no material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this Report.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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:

CONSERVATION OF ENERGY:

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

TECHNOLOGY ABSORBTION:

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 year are NIL.

26. LISTING AGREEMENT:

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 inAccordance with applicable provisions of the SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time.

27. ACKNOWLEDGEMNENTS:

Your Directors would like to express their appreciation for the co-operation andassistance received from the Government authorities the financial institutions banksvendors customers debenture holders and shareholders during the year under review. YourDirectors also wish to place on record their deep sense of appreciation for the committedservices by all the employ.

FOR AND ON BEHALF OF THE BOARD
Date: 10.08.2018 Sd/-
Place:157Dhanalakshmi Society (Seetha Lakshmi Pitchandi)
Mahendra Hills East Marredpally Director
Secunderabad-500026. DIN:02779034