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Southern Infosys Ltd.

BSE: 540174 Sector: IT
NSE: N.A. ISIN Code: INE298B01010
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NSE 05:30 | 01 Jan Southern Infosys Ltd
OPEN 11.15
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VOLUME 30
52-Week high 18.20
52-Week low 11.15
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.15
CLOSE 11.15
VOLUME 30
52-Week high 18.20
52-Week low 11.15
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Southern Infosys Ltd. (SOUTHERNINFOSY) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 23rd Annual Report of your Companytogether with the Audited Financial Statements of the company for the financial year ended31st March 2017.

FINANCIAL RESULTS (Amount in Rs.)

Particulars 2016-17 2015-16
Total Revenue 207165269.00 113402950.00
Profit before depreciation and taxes 529590.00 370719.00
Profit before taxes 458967.00 226011.00
Provision for taxes (Incl. Deferred Tax) 141820.00 69838.00
Profit for the year after taxes 317147.00 156173.00
Balance brought forward from previous year 1558199.00 1402026.00
Profit available for appropriation 317147.00 156173.00
Transfer to general reserve 317147.00 156173.00
Balance carried to balance sheet 18753346.00 1558199.00

During the year under review your Company has achieved total revenue and net profitof Rs. 207165269.00 and Rs. 317147.00 respectively as against total revenue and netprofit of Rs. 113402950.00 and Rs. 156173.00 respectively during the previousfinancial year ended 31st March 2016.

DIVIDEND

In view of insufficiency of profits the Board does not recommend any dividend for thefinancial year ended 31st March 2017.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

SHARE CAPITAL

The paid up equity share capital outstanding as on 31st March 2017 was Rs.50200000. During the year under review there was no change in the share capital.Further the Company has neither issued Share with Differential Voting Rights nor grantedStock Options nor any Sweat Equity.

LISTING OF 5020000 COMPANY'S EQUITY SHARES

Your directors are pleased to inform you that the equity shares of the Company listedin Bombay Stock Exchange Limited (BSE) effective from Tuesday November 08 2016 inaddition to the shares already being listed with Calcutta Stock Exchange (CSE).

STATUTORY DISCLOSURE UNDER COMPANIES ACT 2013

1. EXTRACT OF ANNUAL REPORT

The details forming part of the Extracts of Annual Return is annexed as per "Annexure-1"

2. NUMBER OF MEETINGS OF THE BOARD

During the year 10 (Ten) meetings of the board of directors were held the details areappearing in the Corporate Governance Report.

3. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability state that:

a) in preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto 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 as at 31st March 2017 and of the profitand 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;

e) the directors had laid down proper Internal Financial Controls to be followed byCompany and that such internal financial controls are adequate and were operatingeffectively;

f) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

The Audit Committee constituted by the Board reviewed the internal controls andfinancial reporting issues with Statutory Auditors.

4. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations under Section 149(7) of the Act by all theIndependent Directors that they continue to meet the criteria as provided u/s 149(6) ofthe Act and Regulation 16 (1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

5. NOMINATION AND REMUNERATION POLICY

The Board has on recommendation of the Nominations and Remuneration Committee framed apolicy for selection and appointment of Directors Key Managerial Personnel and otheremployees and their remuneration.

6. EXPLANATION OR COMMENTS ON AUDITORS'REPORT AND SECRETARIAL AUDIT REPORT

There is no qualification reservations or adverse remarks or disclaimer made by theStatutory Auditors in their audit report or by the practicing company secretary in thesecretarial audit report.

7. PARTICULAR OF LOANS GURANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT2013.

Details of Loans Guarantees or Investments are given in the accompanying FinancialStatement.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year the company has not entered into any contracts / arrangements with theRelated Parties pursuant to Section 188 (1) of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014. Hence no particulars are being provided in FormAOC-2.

9. STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered as part of ManagementDiscussion and Analysis.

AMOUNT PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered underthe Financial Performance of the Company.

MATERIAL CHANGES AND COMMITMETNS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There are no adverse material changes or commitments occurring after 31st March 2017which may affect the financial position of the company or may require disclosure.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO INSUCH MANNER AS PRESCRIBED

The information on conservation of energy technology absorption and foreign exchangeearning and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 Companies (Accounts) Rules 2014 is annexed herewith as Annexure -2.

RISK MANAGEMENT POLICY

Company has appropriate control mechanism and operating effectiveness of the internalFinancial Control and Legal Compliance System. The Company has created appropriatestructures with proper delegation of duties and responsibilities of employee at each levelon enterprise basis for compliances thereof which are periodically reviewed by themanagement internal auditors statutory auditors and the Audit Committee.

BOARD EVALUATION

Pursuant to provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Audit Nomination and Remuneration and otherstatutory committees.

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10. OTHER STATUTORY DISCLOSURE AS REQUIRED UNDER RULE 8 (5) OF THE COMPANIES

(ACCOUNTS) RULES2014

(i) Financial summary / highlights are included elsewhere in this report; (ii) Changein the nature of the business during the year under review;

(iii)

During the year under review there has been no change in the nature of business of theCompany.

(iv) Details of directors or key managerial personnel during the Financial year 2017-18

Mr. Rakesh Mohan Sharma Director of the company who is liable to retire by rotationand being eligible offers himself for re-appointment.

key managerial personnel appointed during FY 2017-18

Ms. Poonam Sharma Executive Director appointed as a Managing Director with the effectfrom 1st September 2017 for a period of 5 (five) years at the ensuing Annual GeneralMeeting. She offered her services without any remuneration and the board decidedaccordingly.

Ms. Kriti Bareja was appointed as a Company Secretary of the Company with the effectfrom 1st August 2017.

(v) Deposits

The Company neither had any fixed deposits outstanding as at 31st March 2017 nor fresh/ renewal of deposits were accepted during the financial year 2016-17 under Chapter V ofthe Companies Act 2013. There were no unclaimed deposits as at March 31 2017.

(vi) No significant and material order were passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operation.

(vii) The Company has adequate internal financial control system in place. Thecompany has deployed controls including defined code of conduct whistle blower policy.The Audit Committee along with the management regular oversight of the internal controlsenvironment at Company.

11. INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO

RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION RULES) 2014.

Information required Input
1 The ratio of the remuneration of each director to the median remuneration NIL
2 The percentage increase in remuneration of each Director chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year. NIL
3 The percentage increase in the median remuneration of employees in the financial year NIL
4 The number of permanent employees on the rolls of company. 09
5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. NIL
6 Affirmation that the remuneration is as per the remuneration policy of the Company. Yes
7 Statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee who - N.A.
(I) if employed throughout the financial year was in receipt of remuneration for that year which in the aggregate was not less than one crore and two lakh rupees;
(ii) if employed for a part of the financial year was in receipt of remuneration for any part of that year at a rate which in the aggregatewas not less than eight lakh and fifty thousand rupees per month;
(iii) if employed throughout the financial year or part thereof was in receipt of remuneration in that year which in the aggregate or as the case may be at a rate which in the aggregate is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the Company.

12. VIGIL MECHANISM

The Company has established a Vigil Mechanism policy in accordance with the provisionsof the Companies Act 2013 read with Rules there under and the Listing Agreement with thestock exchanges to deal with the instances of fraud and mismanagement. The details of thevigil mechanism are posted on the website of the Company.

13. Composition of Audit Committee

The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport appended hereto.

14. STATUTORY AUDIT & AUDITORS

The Statutory Auditors of the Company M/s. V. Sahai Tripathi & Co. CharteredAccountants (Firm Registration NO. 000262N) were appointed as statutory auditors of theCompany by the members for the five years. Their appointment would be ratified at theensuing Annual General Meeting.

The Report of the Auditors on the financial statements including relevant notes on theaccounts for the Financial Year ended 31.03.2017 are self-explanatory and do not call forany further comments except that on provisions for Gratuity and Bonus. Directors clarifythat the provisions for the same was not made as the company has not incurred anyliability on these counts in view of the fact that both the acts are not yet applicable onthe company.

During the year under review the Auditors had not reported any matter under Section143(12) of the Companies Act 2013 therefore no details is required to be disclosed underSection 134(3) of this Act.

15.SECRETARIAL AUDITORS

The Board had re-appointed M/s Nitin Bhatia & Co. Company Secretaries asSecretarial Auditor pursuant to the provisions of Section 204 of the Companies act 2013.The Report of the Secretarial Auditor is annexed as per "Annexure 3"

16. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the ListingRegulations with the BSE Limited. Pursuant to Regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on the CorporateGovernance and the Auditors Certificate on Corporate Governance are annexed to this reportas"Annexure-4".

17. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

There were no complaint received from any employee during the financial year 2016-17and hence no complaint is outstanding as on 31.03.2017 for redressal.

18. ACKNOWLEDGEMENT

Your Directors wish to place on record their deep appreciation of the continued supportand co- operation received from Banks and Shareholders. Your Directors also wish to placeon record their appreciation of the devoted services of the Company's employees who havediligently contributed to the Company's progress.

For and on behalf of the Board

Sd/- Sd/-
Rakesh Mohan Sharma Poonam Sharma
(Director) (Director)
DIN : 2459885 DIN : 03553479

Place: New Delhi

Date: 01.09.2017