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Senthil Infotek Ltd.

BSE: 531980 Sector: IT
NSE: N.A. ISIN Code: INE564B01015
BSE 00:00 | 27 Jul 4.50 0
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4.50

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4.50

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NSE 05:30 | 01 Jan Senthil Infotek Ltd
OPEN 4.50
PREVIOUS CLOSE 4.50
VOLUME 1
52-Week high 4.52
52-Week low 3.43
P/E 450.00
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.50
CLOSE 4.50
VOLUME 1
52-Week high 4.52
52-Week low 3.43
P/E 450.00
Mkt Cap.(Rs cr) 2
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

Dear Members

The Board of Directors are pleased to present the Company's 26th Annual Report and theCompany's Audited Financial Statements for the financial year ended 31st March 2020.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2020 is summarizedbelow:

(Rs. In Lakhs)
Particulars 31.03.2020 31.03.2019
Revenue from operations 12.15 8.16
Other income 4.84 5.55
Total income 16.99 13.71
Total expenses 15.90 12.70
Profit/Loss before taxation 1.09 1.01
Less: Tax expenses 0.28 0.25
Profit/Loss after tax 0.81 0.76

2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance for the year ended March 31 2020 are asunder:

• The revenue from operations has increased from Rs. 8.16 Lacs in previousfinancial year to Rs. 12.15 Lacs in financial year ended on 31st March 2020.

• Other income being Interest on Bank Deposits has decreased marginally.

• The expenses has increased from Rs. 12.70 Lacs in previous financial year to Rs.15.90 Lacs in financial year ended on 31st March 2020.

• The Net Profit has increased from Rs.0.78 Lacs in previous financial year to Rs.0.81 Lacs in financial year ended on 31st March 2020.

3. TRANSFER TO RESERVES

The Company has transferred Net Profit of Rs. 0.81 Lacs to Reserves and SurplusAccount.

4. DIVIDEND

During the year under review the Board of Directors has not recommended any dividend.

5. CHANGES IN NATURE OF BUSINESS

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

6. ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act 2013 read with Rule 12 of theCompanies (Management and Administration) Rules 2014 the extract to Annual Return isavailable on the website of the Company at www.senthilinfo.com.

7. DETAILS OF MATERIAL CHANGES

Material changes affecting the financial position are given below:

Global Pandemic

The outbreak of Corona Virus pandemic globally and in India in the last month offinancial year 2020 forced the Government to enforce lockdown of the Country from 25thMarch 2020 including travel bans quarantine social distancing and closure ofnon-essential services which has caused significant disturbance and slowdown of economicactivity.

In the month of April the operations had come to stand still however the Company hadimplemented work from policy for its employees wherever possible.

The Company has been taking all the necessary precautionary measures like adhering tosocial distancing and implemented all the safety measures like regular temperaturemeasurement wearing of masks regular sanitization of sites to guard its employeesagainst the spread the of Covid-19 as advised by the Government from time to time.

However the performance of the Company may be impacted in future due to lasting effectof the disruption on the economy caused by Covid-19.

8. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s.GMN Rao &Co. Chartered Accountants (Firm Registration No. 0040558) were appointed as StatutoryAuditors of the Company by the members/shareholders in the AGM held on 28th September2017 for issuing the Audit Report on the Financial position of the Company. The StatutoryAuditors of the Company issued Auditors report for the Financial Year ended 31st March2020 which is with unmodified opinion (unqualified). The observations made by theStatutory Auditors in their report for the financial year ended 31st March 2020 read withexplanatory notes therein are self-explanatory and therefore do not call for any furtherexplanation or comments from the Board under Section 134(3)(f) of the Companies Act 2013.

9. DIRECTORS RESPONSIBILILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of its knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31.03.2020 and of the profit of the Companyfor that period;

iii. they have 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

10. 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 2019-20 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 201 3 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.

11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture and Associate Company.

12. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND

SECURITIES PROVIDED

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

13. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

The contracts or arrangement with Related Party pursuant to Section 188 of theCompanies Act 2013 are disclosed in form AOC-2 forming part of this report.

14. SECRETARIAL AUDIT

The Company had appointed Mr. Ajay Suman Shrivastava Practicing Company Secretary toconduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report forthe financial year ended 31st March 2020 is annexed herewith in Form MR-3 forming a partof this report. There are no adverse remarks in the Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of the following:

Sr.No Name Designation
1. Mr. Chellamani Pitchandi Executive and Managing Director
2. Mr. Sreehari Ankem Non-Executive and Independent Director
3. Mrs. Seethalakshmi Pitchandi Non-Executive Director
4. Mrs. Surekha Dittakavi Non-Executive and Independent Director
5. Mrs. Sarada Dittakavi Non-Executive and Independent Director

The Board on recommendation of Nomination and Remuneration Committee had appointed Mrs.P. Malliga as Chief Financial Officer w.e.f. 01.02.2019.

On 31st January 2020 Mrs. Khusboo Agarwal Key Managerial Personnel has resigned fromthe post of Company Secretary and Compliance Officer.

Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany as on 31st March 2020 are:

a) Mr. Chellamani Pitchandi – Managing Director

b) Mrs. P. Malliga – Chief Financial Officer

16. MEETINGS OF THE BOARD

During the year 2019-20 five meeting of the Board of Directors were held.

Sr.No Date of Board Meeting Chairman of the Meeting
1. 03.04.2019 Mr. Chellamani Pitchandi
2. 27.05.2019 Mr. Chellamani Pitchandi
3. 14.08.2019 Mr. Chellamani Pitchandi
4. 14.11.2019 Mr. Chellamani Pitchandi
5. 13.02.2020 Mr. Chellamani Pitchandi

17. CORPORATE RESONSIBILITY STATEMENT

During the year under review the Company's performance does not attract the provisionsof Section 135 of the Companies Act 2013 and hence compliance to the provisions ofSection 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility) Rules 2014 are not required.

18. AUDIT COMMITTEE

The Audit Committee comprises of the following:

AUDIT COMMITTEE
Name of Committee Members Status Meetings held Meetings attended
Mrs. Dittakavi Surekha Chairman 4 4
Mrs. Sarada Dittakavi Member 4 4
Mr. Sreehari Ankem Member 4 4

During the year under review four meeting of the Audit Committee were held on27.05.2019 14.08.2019 14.11.2019 and 13.02.2020.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of the following:

NOMINATION AND REMUNERATION COMMITTEE
Name of Committee Members Status Meetings held Meetings attended
Mr. Sreehari Ankem Chairman 1 1
Mrs. Sarada Dittakavi Member 1 1
Mrs. Seetha Lakshmi Pitchandi Member 1 1

During the year under review one meeting of Nomination and Remuneration Committee washeld on 13.02.2020.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of the following:

STAKEHOLDERS RELATIONSHIP COMMITTEE:
Name of Committee Members Status Meetings held Meetings attended
Mr. Sreehari Ankem Chairman 1 1
Mrs. Sarada Dittakavi Member 1 1
Mrs. Seetha Lakshmi Pitchandi Member 1 1

During the year under review one meeting of Stakeholders Relationship Committee washeld on 13.02.2020.

21. DECLARATION OF INDEPENDECE BY INDEPENDENT DIRECTORS

The Board consists of following Independent Directors:

• Mr. Sreehari Ankem

• Mrs. Surekha Dittakavi

• Mrs. Sarada Dittakavi

Pursuant to Section 149(7) of the Companies Act 2013 the Independent Directors havegiven their declaration that they meet the criteria of independence as provided in Section149 (6) of the Act.

During the year there has been no change in terms and conditions of appointment ofIndependent Directors. The policy containing terms and conditions for appointment ofindependent directors enclosed herewith as is available on the website of the companywww.senthilinfo.com

In terms of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 a separate meeting of Independent Directors was held on 13.03.2020wherein the following matters were discussed:

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 account theviews of

Executive Directors and Non-Executive Directors; and

iii. Assessment of the quality quantity and timeliness of flow of information amongthe

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

22. MANAGERIAL REMUNERATION

During the year no remuneration was paid to any Director under Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel)Rules 2014.

23. INTERNAL FINANCIAL CONTROL

The Company has internal Financial Control which are adequate and are operatingeffectively. The controls are adequate for ensuring the orderly and efficient conduct ofthe business including adherence to the Company's policies the safeguarding of assetsthe prevention and detection of frauds and errors the accuracy and the 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.

24. 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. TheExtract of the "Policy on evaluation of performance of the Board its committees andIndependent Directors" is placed on the website of the Company www.senthilinfo.com.

25. SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto the Meeting of the Board of Directors and General Meetings respectively.

26. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees pursuant to Section 177(9) of the Companies Act2013 and Regulation 22 of SEBI (LODR) 2015 to report concerns about unethical behaviour.

The detail of the policy is available on the website of the Company atwww.senthilinfo.com.

27. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

The company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (India) and the Rules thereunder.

During the year under review no complaints have been registered.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption foreignexchange and outgo as required under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are as follows:

CONSERVATION OF ENERGY:

1 The steps taken or impact on Your Company being a service
conservation of energy provider requires minimal energy
consumption and every endeavor
2 The steps taken by the is made to ensure optimal use of
company for utilizing alternate energy avoid wastages and
sources of energy conserve energy as far as possible
3 The capital investment on
energy conservation
equipment's

TECHNOLOGY ABSORPTION:

1. The efforts made towards Since the Company is not engaged
technology absorption in any manufacturing the
information in connection
2. The benefits derived like with technology absorption is Nil.
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 has been
fully absorbed
- if not fully absorbed areas where
absorption has not taken place
and the reasons thereof
4. The expenditure incurred on Nil
Research and Development

FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of foreign currency earning and outgo during the year was NIL.

29. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration above the limit as prescribed under 197 ofthe Companies Act 2013.

30. PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits pursuant toSection 73 of the Companies Act 2013 read with the Companies (Acceptance of deposit)Rules 2014.

31. DETAILS OF SIGNIFICANT & 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.

32. 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 rates and

- increasing competition.

The Risk Management Policy is made available on the website of the companywww.senthilinfo.com.

33. MARKET PRICE DATA AND PERFORMANCE COMPARISON

The Market Price High and Low during financial year 2018-19 in BSE Limited is given

Month Trading High (in INR) LOW (in INR)
May 2019 7 7
June 2019 7 7
October 2019 7 7
November 2019 7 7
December 2019 7 5.71
January 2020 5.99 4.86
February 2020 5 5
March 2020 4.90 4.66

DistributionDetails On Shares FOR THE PERIOD 30-3-2019 INE564B01015

Holders

Shares

Shares
Number % To Total No of Shares % To Total
Upto - 500 975 89.53 377896 7.48
501 - 1000 44 4.04 37268 0.74
1001 - 2000 21 1.93 29655 0.59
2001 - 3000 12 1.1 29587 0.59
3001 - 4000 11 1.01 38430 0.76
4001 - 5000 2 0.18 9600 0.19
5001 - 10000 9 0.83 72572 1.44
10001 and above 15 1.38 4454992 88.22
Total 1089 100 5050000 100

34. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 as amended (‘the PIT Regulations') on prevention ofinsider trading your Company had revised Code of Conduct to Regulate Monitor and Reportby Designated Persons and Immediate Relatives' in line with the recent amendments broughtby SEBI in the PIT Regulations. The said Code lays down guidelines which adviseDesignated Persons on the procedures to be followed and disclosures to be made in dealingwith the shares of the Company and cautions them on consequences of non-compliances. YourCompany also updated its Code of practices and procedures of fair disclosures ofunpublished price sensitive information including a policy for determination of legitimatepurposes. Further your Company has put in place an adequate &effective system ofinternal controls including maintenance of structural database standard processes toensure compliance with the requirements of the PIT Regulations to prevent Insider trading.

35. ACKNOWLEDGMENT

The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the financial institutions banks government and regulatory authorities stockexchanges customers vendors and members during the year under review.

For and on behalf of the Board

Date: 31.08.2020
Sd/- Sd/-
Place:157 Dhanalakshmi Society (P. SEETHALAKSHMI) (CHELLAMANI PITCHANDI)
Mahendra Hills East Marredpally Director Managing Director
Secunderabad- 500 026 Telangana. DIN: 02779034 DIN: 01256061