Your Directors have pleasure in presenting their 21st Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016.
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.
|PARTICULARS ||2015 - 2016 ||2014 - 2015 |
|Net Income ||16.64 ||12.47 |
|Expenditure ||(16.89) ||(9.99) |
|Profit Before Depreciation And Tax ||2.40 ||5.13 |
|Depreciation ||(2.65) ||(2.65) |
|Profit Before Tax ||0.25 ||2.48 |
|Net Profit ||0.25 ||2.48 |
|Equity Share Capital ||694.36 ||694.36 |
|Reserves ||(627.45) ||(627.19) |
|Cash Eps ||0.003 ||0.04 |
During the year 2015-16 the Company has earned a Net Income of Rs.12.47 Lakhs. TheCompany main business is software services. The year under review has been encouraging andwe expect ensuing financial year to be more fruitful as the company is setting the floorfor achieving its targets.
The company has not declared any Dividend during the Financial Year.
Since the company has not declared the dividend during the financial year transfer ofamount from profits to reserves does not arise.
The Company has not accepted any Fixed Deposits covered under Chapter V of the Act.
5. Directors and Key Managerial Personnel
To appoint a director in place of Shri Ch.Indrayya who retires by rotation and beingeligible offers himself for re-appointment.
6. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
7. 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.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year five Board Meetings and five Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
9. 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.
10. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiaries.
11. 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.
12. 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.
13. Extract of Annual Return
As required pursuant to section 92(3) oftheCompaniesAct2013 and rule 12(1) ofthe Companies (Management and Administration) Rules 2015 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I.
14. 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).
15. Particulars of loans guarantees or investments under section 186
Details of Loans: NA
Details of Investments:-NA
Details of Guarantee / Security Provided: NA
The Auditors M/s. LNP & Co Chartered Accountants Hyderabad retire at the ensuingAnnual General Meeting and being eligible; offer themselves for reappointment for a periodof 3 Years from the conclusion of this Annual General Meeting [AGM] until the conclusionof Third Annual General Meeting to be held after this meeting.
17. 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.
18. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. VCSR &Associates Company Secretaries have been appointed Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure III to this report. Thereport is self-explanatory and do not call for any further comments.
19. Particulars of Employees
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2015 statement of particulars of employees is annexed as Annexure IV.
20. Corporate Governance Certificate
The Compliance certificate from the auditors or practicing company secretariesregarding compliance of conditions of corporate governance as stipulated in Clause 49 ofthe Listing agreement shall be annexed with the report.
21. Management Discussion And Analysis Report
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2016.
22. 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
|(i) the steps taken or impact on conservation of energy |
|(ii) the steps taken by the company for utilizing alternate sources of energy |
|(iii) the capital investment on energy conservation equipment's |
(b) Technology absorption: Not Applicable
|(i) the efforts made towards technology absorption |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- |
|(a) the details of technology imported |
|(b) the year of import; |
|(c) whether the technology been fully absorbed |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof |
|(iv) the expenditure incurred on Research and Development |
(c) Foreign exchange earnings and Outgo: Not Applicable
23. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied themconsistently and made judgments 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
24. Listing With Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 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).
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 ||Ch Narendra |
|Date: 13.08.2016 ||Managing Director ||Director |
| ||(DIN:02873548) ||(DIN:0955611) |