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Seshachal Technologies Ltd.

BSE: 531794 Sector: IT
NSE: N.A. ISIN Code: INE331F01010
BSE 00:00 | 03 Mar Seshachal Technologies Ltd
NSE 05:30 | 01 Jan Seshachal Technologies Ltd
OPEN 2.80
PREVIOUS CLOSE 2.80
VOLUME 156
52-Week high 2.80
52-Week low 0.00
P/E 1.69
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.80
Sell Qty 3615.00
OPEN 2.80
CLOSE 2.80
VOLUME 156
52-Week high 2.80
52-Week low 0.00
P/E 1.69
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.80
Sell Qty 3615.00

Seshachal Technologies Ltd. (SESHACHALTECH) - Director Report

Company director report

To

The Members.

Seshachal Technologies Limited

Your Directors have pleasure in presenting their 24th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements ofthe company. (In Lakhs)

Particulars 2018-2019 2017-2018
Net Income 2040.73 11.46
Expenditure 2067.97 5.44
Profit Before Depreciation And Tax (27.24) 6.02
Depreciation 1.28 -
Profit Before Tax (26.15) 6.08
Net Profit (26.09) 4.96
Equity Share Capital 69.43 69.43
Reserves (25.84) 0.26
Cash EPS (3.76) 0.71

2. Performance:

During the year 2018-19 the Company has increased its turnover to Rs. 2040.73 lakhsagainst the turnover of Rs. 11.46 lakhs in the previous year. However the Company hadincurred a loss of Rs. 27.24 lakhs against the profit of Rs. 4.96 lakhs in the previousyear. The Company had made significant efforts for increasing its turnover compared toprevious year. However the Company could not encounter its operating expenses with theincome. Due to increase in the cost of the materials and the labor costs the Companyincurred high Operating costs and thereby resulted in losses.

The Company intends to concentrate on operating efficiencies in order to curtail itsoperating costs to increase its profitability. The company is also concentrating on itscore competencies in order to sustain in the market for longer period of time and toexpand its market share. The Company is hopeful for better performance in the comingfinancial year and is expecting to deliver results in the coming financial year.

3. Dividend

During the year under review the Company has incurred losses and thereby no Dividendis declared for this Financial Year.

4. Reserves

Since the company has not declared the dividend during the financial year transfer ofamount from profits to reserves does not arise.

5. Deposits

Your Company has not accepted any deposits covered by the provisions of Section 73 ofthe Companies Act 2013 and the Rules framed there under.

6. Directors and Key Managerial Personnel

During the year under review Mr. Sourav Jain (DIN:07226364) was appointed AsWhole-Time Director of the Company for a period of five years with effect from 21st May2019.

Mrs. Ch Anitha (DIN:02873548) who retires by rotation and being eligible offers himselffor reappointment is proposed for his reappointment.

Apart from the above there were no other changes in the Board of Directors.

7. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

8. Declaration by an Independent Director(s) and re- appointment if any

A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act2013 has been received from all independent directors.

An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.

9. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year the Company had met Eight times and the meeting were held on 21st May 2019;30thMay 2019; 05th June 2019 03rd July 2019;14th August 2019;14th November 2019; 10thDecember 2018 and 12th February 2019 and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

10. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

11. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiaries/Joint Ventures/Associate Companies.

12. Internal Audit & Controls

During the year the Company continued to implement his suggestions and recommendationsto improve the control environment. His scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditor findings are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.

13. Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.seshachal.com under investors/policy documents/Vigil Mechanism Policy link.

14. Extract of Annual Return

As required pursuant to section 92(3) oftheCompaniesAct2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure I.

15. Particulars of contracts or arrangements with related parties

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2 as Annexure II (Format enclosed)

16. Particulars of loans guarantees or investments under section 186 Details ofLoans: NA Details of Investments:-NA Details of Guarantee / Security Provided: NA

17. Auditors

The Auditor M/s. Sharad Chandra Toshniwal & Co Chartered Accountants Hyderabadwere appointed in the 23rd Annual General Meeting of the Company for a term of five years.Accordingly he continues to hold office for this financial year.

Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s. Subash Kumar &Co Company Secretaries have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure II to this report. Thereport is self-explanatory and do not call for any further comments.

Reply to the Qualification for the observation made by the Secretarial Auditor: TheCompany is looking out for the best candidates who are suitable having the caliber tooccupy the positions of key managerial personnels. The Company had applied to stockexchange for re-listing of shares post reduction of share capital. However the lisitingis in process and thereby the Company has not received the revised shareholding. Therebyit is not able to file the shareholding pattern.

18. Particulars of Employees

During the period under review no employee of the Company is employed throughout thefinancial year and in receipt of remuneration of Rs.60 lakh or more or employed for partof the year and in receipt of Rs. 5 lakh or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

19. Corporate Governance Certificate

The Compliance certificate from the auditors or practicing company secretariesregarding compliance of conditions of corporate governance as stipulated in the Listingregulations shall be annexed with the report.

20. Management Discussion And Analysis Report

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2019.

21. Conservation of energy technology absorption and foreign exchange earnings andoutgo- NA

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

a) Conservation of energy; Not Applicable

(b) Technology absorption: Not Applicable

(c) Foreign exchange earnings and Outgo: Not Applicable

22. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation 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 at the end of the financial year and ofthe profit and 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 this 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; and

(e) the directors in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

23. Listing With Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 toBSE where the Company's Shares are listed.

26. Corporate Social Responsibility (CSR):

Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.

27. Reduction of Capital

The company has received in principal approval for reduction of share Capital fromBombay Stock Exchange and the High Court has approved the same.

The Exchange has noted the confirmation given by the company stating that the schemedoes not in way violate or override or circumscribe the provisions of the SEBI Act 1992the Securities Contracts (Regulation) Act 1956 the companies Act 2013 the rulesregulations and guidelines made under these Acts and the provisions of the ListingAgreement or the requirements of BSE Limited (BSE).

28. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Hyderabad Anita Chitturi Sourav Jain
Date: 02.09.2019 Managing Director Whole-Time Director
(DIN:02873548) (DIN:07226264)