To The Members.
Your Directors have pleasure in presenting their 23rd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2018.
1. Financial summary or highlights/Performance of the Company (Standalone) The Board'sReport shall be prepared based on the stand alone financial statements of the company.
|Particulars ||2017-18 ||2016-17 |
|Revenue from Operations ||11.46 ||- |
|Other Income ||0.05 ||- |
|Total Income ||11.51 ||- |
|Expenditure other than Depreciation ||5.43 ||2.14 |
|Profit Before Depreciation And Tax ||6.08 ||(2.14) |
|Depreciation ||- ||0.03 |
|Profit Before Tax ||6.08 ||(2.17) |
|Tax ||1.12 ||- |
|Net Profit ||4.96 ||(2.17) |
|Equity Share Capital ||69.43 ||694.36 |
|Reserves ||0.26 ||(629.62) |
|Cash EPS ||0.71 ||(0.03) |
During the year 2017-18 the Company has achieved a turnover of Rs. 11.46 lakhs againsta nil turnover in the previous year and achieved a net profit of Rs.4.96 lakhs in thisfinancial year. The company is in the process of improving its turnover in the comingyears. The company is successful in overcoming certain barriers and making itselfefficient to compete in the industry and hopes to improve its performance in the comingyears. The Company main business is software services. We expect ensuing financial year tobe more fruitful as the company is setting the floor for 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.
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
The Board of Directors has been duly constituted and Shri Ch Narendra who retires byrotation and being eligible offers himself for re-appointment is proposed for hisreappointment.
Mr. Sourav Jain (DIN:07226264) was appointed as Additional Director of the Companywith effect from 21st May2018 and who holds office till the ensuing AnnualGeneral Meeting. Taking into consideration his experience and capabilities the companyfelt the need to appoint him as a Whole-Time Director of the Company. Your Directorsrecommend his appointment as Whole-Time Director of the Company.
Apart from that there were no other changes in the Directors or Key managerialpersonnel of the Company.
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 Act 2013 hasbeen received from all independent directors. An independent director shall hold officefor a term up to five consecutive years on the Board of a Company but shall be eligiblefor reappointment for next five years on passing of a special resolution by the Companyand disclosure of such appointment in the Board's report.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Six Board Meetings and four Audit Committee Meetings were convened and held. Thedetails of the same are given in the Corporate Governance Report. The intervening gapbetween 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 of Loans: NA
Details of Investments:-NA
Details of Guarantee / Security Provided: NA
M/s. L N P & Co; Charted Accountants Statutory Auditors of the Company wereappointed at the previous Annual General Meeting of the Company. The Auditors haveexpressed their unwillingness to continue as Statutory Auditors due to theirpre-occupations with other assignments and inability to devote time to the affairs of ourcompany.
The Company has received consent and willingness from M/s. Sharad Chandra Toshniwal& Co ( FRN: 015888S) Chartered Accountants to act as Statutory Auditors of theCompany. Taking into account the experience and expertise of the statutory auditor yourDirectors recommend the appointment of M/s. Sharad Chandra Toshniwal & Co CharteredAccountants as Statutory
Auditors who shall be holding office from the conclusion of this meeting till theconclusion of the 28th Annual General Meeting of the Company.
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. 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.
Reply to the Qualification for the observation made by the Secretarial Auditor:
The Company is looking out for the best candidates who are suitable having the caliberto occupy the positions of key managerial personnels. The company is yet to receive theShareholding pattern from the Registrars and Share Transfer Agents for the said period.
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 2018.
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 internal financialcontrols to be followed by the company and that such internal financial controls areadequate 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's Equity Shares are listed in Bombay Stock Exchange Limited (BSE) and theconfirms that it has paid the Annual Listing Fees for the year 2017-18 to BSE.
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. DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has been employing about 5 women employees in the Company. The Company hasin place an sexual harassment policy& committee in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.All employees (permanent contractual temporary) are covered under the policy. There wasno compliant received from any employee during the financial year 2017-18 and hence nocomplaint is outstanding as on 31.03.2018 for redressal.
29. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There were no material changes and commitments affecting financial position of theCompany between 31st March2018 and the date of Board's report.
30. CHANGE IN THE NATURE OF BUSINESS IF ANY
During the period under review and date of the Board's report there was no change inthe nature of business.
31. EVENT BASED DISCLOSURES:
Issue of Equity Share: N.A
Issue of Shares with Differential Rights: N.A
Issue of Shares under Employee's Stock Option Scheme: N.A
Disclosure on Purchase by Company or giving of loans by it for purchase of its shares:N.A
Buy Back of shares: N.A
Disclosure about revision: N.A
Change of Name: N.A
Preferential Allotment of Share: N.A
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 || |
| ||Seshachal Tehnologies Limited || |
| ||SD/- ||SD/- |
|Place: Hyderabad ||Anita Chitturi ||Sourav Jain |
|Date: 03.07.2018 ||Managing Director ||Whole-Time Director |
| ||(DIN:02873548) ||(DIN:07226264) |