Shyama Infosys Ltd.
|BSE: 531219||Sector: IT|
|NSE: N.A.||ISIN Code: INE861E01019|
|BSE 00:00 | 26 Oct||Shyama Infosys Ltd|
|NSE 05:30 | 01 Jan||Shyama Infosys Ltd|
|BSE: 531219||Sector: IT|
|NSE: N.A.||ISIN Code: INE861E01019|
|BSE 00:00 | 26 Oct||Shyama Infosys Ltd|
|NSE 05:30 | 01 Jan||Shyama Infosys Ltd|
To The Members
Your Directors have pleasure in presenting the 29th Annual Report of yourCompany along with Audited Statement of Accounts for the financial year ended 31 March2019.
1. FINANCIAL SUMMARY OF THE COMPANY
The Financial Performance of your Company for the year ended 31 March 2019 issummarized below:
2. STATE OF COMPANY'S AFFAIR
Your company is engaged in information technology services. Apart from the same yourcompany is also engaged in investment activities. The Company had recorded total income ofRs. 30.21 Lacs in the current year against Rs. 52.58 Lacs in corresponding previous yearwith a net profit after tax of Rs. 0.01 Lacs in the current year against Rs. 0.03 Lacs incorresponding previous year.
3. CHANGES IN NATURE OF BUSINESS
There has been no change in nature of business of the company during F.Y 2018-2019
Due to inadequate profit and accumulated losses yours Director's decided not torecommend any dividend for the year ended 31st March 2019.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There are no unclaimed dividend amounts which is required to be transferred.
6. TRANSFER RO RESRVES
No amount was transferred to the reserves during the financial year ended 31stMarch 2019.
7. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2019 stood at Rs.100644000/-. During the year under review the company had not issued any fresh sharecapital.
8. DIRECTORS & KEY MANAGERIAL PERSON DIRECTORS
Your Board comprises of 5 Independent Directors. Independent Directors provide theirdeclarations both at the time of appointment and annually confirming that they meet thecriteria of independence as prescribed under Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations). During Financial Year 2018-2019 your Board met 15 (Fifteen)times details of which are available in Corporate Governance Report annexed to thisreport.
As per the requirement of Section 149 of the Companies Act 2013 Mrs. Swati Garg (DIN07236825) is the Women Director on the Board.
As per Rule 8 Companies Appointment & Remuneration of Managerial Personnel Rules2014 Vijay Laxmi Purohit is the Company Secretary of the company.
Mr. Pradip Dey (DIN 00069510) retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment.
To appoint Mr. Naru Shah (DIN 07862860) as Director of the Company who was appointed asadditional Director of the Company dated 26th March 2019.
During the year the Company have accepted the resignation of Mr. Rakesh Bajaj (DIN01867134) and Mr. Mukesh Kumar Agarwal (DIN 0222534) disqualified director u/s 164 ofCompanies Act 2013 and have resigned them from the Board w.e.f. 26.03.2019
9. NUMBER OF MEETINGS OF THE BOARD:
The company has duly complied with the section 173 of the Companies Act 2013. Duringthe year under review 15 (fifteen) meetings of the Board were convened and held. Themaximum interval between any two meetings did not exceed 120 days. For details of themeetings of the board please refer to the corporate governance report which forms partof this report.
10. RISK MANAGEMENT POLICY :
Your Company actively stimulates entrepreneurship throughout the organization andencourages its people to identify and seize opportunities. The current economicenvironment in combination with significant growth ambitions of it carries an evolvingset of risks. Your Company recognizes that these risks need to be managed to protect itscustomers employees shareholders and other stakeholders to achieve its businessobjectives and enable sustainable growth. Risk and opportunity management is therefore akey element of the overall strategy. This section provides an overview of the keystrategic risks and control framework and its approach to risk management.
11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any Subsidiary/Joint Venture /Associate Companies.
12. BOARD EVALUATION
Pursuant to the provisions section 134(3)(p) Schedule IV (VIII) of the Companies Act2013 and Regulation 17(10) and 19(4) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)the Board has carried out an annual performance evaluation of its own performance Boardcommittees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(SEBI).
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
As per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) and as per provisions of CompaniesAct 2013 read with rules and schedules thereon a meeting of independent Directorsperformance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent Directors at which the performance of the Boardits committees and individual directors was also discussed.
The nomination & remuneration committee is of the view that board is versatile anddiversified all members have vast exposures which enhances the integrity of the company.
The Statutory Auditors M/s J N Agarwal & Co. Chartered Accountants Kolkatahaving Firm Registration No 325111E appointed as Statutory Auditors of your Company for aterm of 5 years holds office until the conclusion of the ensuing Annual General Meetingand is eligible for reappointment.
Your Company has received confirmation from M/s. J N Agarwal & Co. CharteredAccountants Kolkata having Firm Registration No 325111E to the effect that theirappointment if made would be within the limits prescribed under Section 139 of theCompanies Act 2013 and the rules framed thereunder and in accordance with Section 141 ofthe Companies Act 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.Your Board is of the opinion that continuation of M/s J N Agarwal & Co. StatutoryAuditors during FY 2018-19 will be in the best interests of the Company and thereforeMembers are requested to consider their re-appointment as Statutory Auditors of theCompany from the conclusion of ensuing Annual General Meeting till next Annual GeneralMeeting at remuneration as may be decided by the Board.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies[Appointment and Remuneration of Managerial Personnel] rules 2014 the Company hasappointment Nidhi Agarwal Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith asAnnexure I.
Pursuant to the provision of section 138 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 the Company has appointed M/s A Balasaria & Co. CharteredAccountants to undertake the Internal Audit of the Company for the F.Y. 2018-2019. Therestood no adverse finding & reporting by the Internal Auditor in the Internal AuditReport for the year ended 31st March 2019.
14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors' report.
15. CORPORATE SOCIAL RESPONSIBILITY
The Company had not taken any initiatives on the activities of Corporate Socialresponsibilities as the provision relating to the same are not applicable to the company.
16. EXTRACT OF ANNUAL RETURN :
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure II in the prescribed Form MGT-9 which forms part of this report.
17. MATERIAL CHANGES:
There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2019 being the end of theFinancial Year of the Company to which financial statements relate and date of the report.
18. CHANGES IN ACCOUNTING POLICY
There are no changes in the accounting policy during the year.
19. SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS OR COURT TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There are no significant materials orders passed by the Regulators/ Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.
With a view to have a more focused attention on business and for better governance andaccountability and in accordance with the Companies Act 2013 your Board has thefollowing mandatory committees viz. Audit Committee Stakeholders Relationship CommitteeNomination and Remuneration Committee. The details of the committee with terms ofreference along with composition and meeting held during the year are provided in theReport on Corporate Governance a part of this Annual Report.
The Audit committee acts as a link between the statutory and internal auditors and theBoard of Directors its purpose is to assist the Board in fulfilling the oversightresponsibilities of monitoring financial reporting processes reviewing the company'sestablished systems and processes for internal financial control governance and reviewingthe Company's statutory and internal audit activities. The committee is governed by itsterms of reference which is in line with the regulatory requirements mandated by theCompanies Act 2013 and as per Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations).
Further the Board has recorded all the recommendations of the Audit Committee andaccordingly has proceeded with their recommendations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board of Directors of the Company has established a Vigil Mechanism for Directorsand employees and adopted the Whistle Blower Policy in terms of Section 177 of theCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to report concerns about unethical behavior wrongfulconduct and violation of Company's Code of conduct or ethics policy.
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to section 178 of companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the company has renamed its existingRemuneration committee as Nomination & Remuneration Committee under the new provisionsand revised the terms of reference accordingly. The details of terms are disclosed in theCorporate Governance report.
The Nomination & Remuneration committee has revised its existing remunerationpolicy and framed it as per section 178(3) of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The policy of the company onremuneration of Directors KMPs and other employees and appointment of Director includingcriteria for determining the qualification experience positive attributes andindependence of directors was recommended to board and was duly approved. The summary ofthe Remuneration policy is stated in the corporate governance report.
STAKEHOLDER RELATIONSHIP COMMITTEE:
Pursuant to section 178(5) of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the company has renamed its existinginvestor/Shareholder Grievance Committee as Stakeholders Relationship Committee andrevised the terms of reference accordingly. The details of terms are disclosed in theCorporate Governance report which forms a part to the Annual Report.
21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has policy for Internal Financial Control System commensurate with thesize scale and complexity of its operations. Detailed procedural manuals are in place toensure that all the assets are safeguarded protected against loss and all transactionsare authorized recorded and reported correctly. The scope and authority of the InternalAudit function is defined in the Internal financial control policy. The Internal Auditormonitors and evaluates the efficiency and adequacy of Internal Financial control system inthe company its compliance with operating systems accounting procedures and policies. Tomaintain its objectivity and independence the internal auditor reports to the Chairman ofthe Audit Committee of the Board the internal audit report on quarterly basis and someare reviewed by the committee. The observation and comments of the Audit Committee areplaced before the board.
The details in respect of internal financial control and their adequacy are included inthe management discussion & analysis which forms part of this report.
22. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
The said clause is not applicable and the company does not accept any deposits. Theboard of directors has duly passed a resolution in their meeting giving effect to theaforesaid statement.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
No contract or arrangements were entered into by the Company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act 2013
25. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance
26. CORPORATE GOVERNANCE REPORT:
The Company is committed to maintaining the premier standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Regulation34(3) read with Schedule V of the Listing Regulations 2015 forms part of the AnnualReport. The Certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance also forms part of this Annual Report.
Further declaration by Mr. Samir Biswas Managing Director and Mr. Pradip DeyDirector stating that the members of the Board of Directors and Senior ManagementPersonnel have affirmed compliance with the Code of Conduct of the board of Directors andSenior Management are annexed with this Report.
27. DISCLOSURE ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT:
The company has adopted the policy on redressal of Sexual and Workplace harassment asper the Sexual Harassment of Women at Workplace [Prevention Prohibition and Redressal]Act 2013 ['Sexual Harassment Act'']. The Company believes that it is theresponsibility of the organization to provide an environment to its employee which is freeof discrimination intimidation and abuse and also to protect the integrity and dignity ofits employees and also to avoid conflicts and disruptions in the work environment. Furtherthere stood no cases filed during the year under review.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO :
Since the Company does not own any manufacturing facility the requirements pertainingto disclosure of particulars relating to conservation of energy technology absorption andforeign exchanges earning and outgo as prescribed under the Companies Rules 1988 arenot applicable.
29. LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed at Bombay Stock Exchange (BSE) as well as CalcuttaStock Exchange (CSE). The Company had paid the listing fees of BSE but CSE listing fees isnot paid due to suspension of trading at CSE as per SEBI director dt: 04.04.2013.
30. 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
I. In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
II. The Directors have 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 as at March 31 2019 and of the profit ofthe Company for the year ended on that date;
III. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
IV. The Directors have prepared the annual accounts on a going concern' basis;
V. The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and
VI. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
31. LEGAL AND OTHER INFORMATION NOT AFFECTING GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE:
There are no significant materials which would impact the going concern status of theCompany and its future operations.
32. ACKNOWLEDGEMENTS :
Your Directors take the opportunity to thanks the Regulators Organizations andAgencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the company viz. customers members vendorsbanks and others business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution of the company.