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Southern Infosys Ltd.

BSE: 540174 Sector: IT
NSE: N.A. ISIN Code: INE298B01010
BSE 00:00 | 08 Dec 19.30 0.80
(4.32%)
OPEN

18.10

HIGH

19.30

LOW

18.10

NSE 05:30 | 01 Jan Southern Infosys Ltd
OPEN 18.10
PREVIOUS CLOSE 18.50
VOLUME 1227
52-Week high 35.00
52-Week low 7.11
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.10
CLOSE 18.50
VOLUME 1227
52-Week high 35.00
52-Week low 7.11
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Southern Infosys Ltd. (SOUTHERNINFOSYS) - Director Report

Company director report

To The Members

Your Director have immense pleasure in presenting the 26thAnnualReport together with the standalone and consolidated financial statements of the companyfor the financial year ended 31st March2020.

1. Summary Of Financial Results

The summarized financial result for the year ended 31stMarch2020 and corresponding previous year ended 31st March 2019 are asfollows:

Amounts in Lakhs)

Particulars 2019-20 2018-19
Total Revenue 1929.44 2214.61
Profit before depreciation and taxes 10.27 6.20
Profit before taxes 10.10 5.97
Provision for taxes ( Inc. Deferred taxes) 0.22 7.04
Profit for the year after taxes 9.87 -1.07

2. Financial Performance and State of Affairs of the Company

During the year under review your Company has earned a total revenueof Rs 192944092/- as compared to total revenue of Rs 221461346 in the precedingfinancial year. This minor change in revenue is also due to global effect of pandemic inlast 2 months. However the company has commanded good control over its expenses. As aresult there is steep rise in Net Profit. The net profit for the year under review is Rs987615/-as against a loss of Rs 107172/-reported in the previous financial year.

On consolidated basis total Net profits earned by your company is Rs.1100413/- as compared to total loss of Rs. 69878/- in last financial year. Directors ofyour company have been vigorously working for the growth of the company.

3. Dividend

In view of requirement of funds for the future business growthconsidering the impact of novel Corona virus on business entire profits are retained forthe operations and working of the company. Therefore Board does not recommend anydividend for the financial year ended 31st March2020.

4. Share Capital

The paid up share capital as on 31st March 2020 is Rs50200000/- . During the year under review there is no change in the paid up issued orsubscribed share capital of the company. Further the company has neither issued any otherclass of share such as shares with Differential Rights nor granted any stock Options etcduring the year.

Equity Shares of your Company are listed presently at BSE Limited (BSE)and Calcutta Stock Exchange (CSE).

5. Transfer To Reserves

For the Financial Year under review your Directors recommend thetransfer of entire net profit of Rs 987615/- to the reserve and surplus.

6. Dividend Distribution Policy ( Top 500)

Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations) (Second Amendment) Regulations 2016 is not applicable on yourcompany during the year under review.

7. Deposits

The Company has neither invited nor accepted any deposits from thepublic falling within the preview of section 73 of The Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rule 2014 during the year. There is no unclaimed orunpaid deposit lying with the Company.

8. Management Discussion And Analysis Report

Management's Discussion and Analysis Report (MD&A)' for the yearunder review as stipulated under Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed aspart of this report as Annexure- II

9. Board Of Directors And Key Managerial Person

• Directors Seeking Appointment/ Re-appointment

1. In accordance with the provisions of the Companies Act 2013 andArticles of Association of the Company Mrs. Deepali Sharma director of the Companyretires by rotation and being eligible offers herself for re-appointment in the ensuingAnnual General Meeting.

Brief resume of Mrs. Deepali Sharma nature of her expertise infunctional areas and the name of the companies in which she holds Directorship and theChairmanship/Membership of the Committees of the Board as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Companies Act 2013 andapplicable Secretarial Standards are given in the notice convening the Annual GeneralMeeting.

The enabling resolution for approval is appearing in the Notice calling26th Annual General Meeting of the company.

The Board on the recommendation of the nomination and remunerationcommittee has recommended the re-appointment of Mr. Rajiv Mishra and Mr. Dharmendra SinghIndependent Directors of your company in terms of section 149 of The Companies Act 2013with effect from 30th September 2020.

Requisite notices under section 160 of The Companies Act 2013 havebeen received in respect of Mr. Rajiv Mishra and Mr. Dharmendra Singh who have filedtheir respective consent declaration of Independence as provided in section 149(6) of TheCompanies Act 2013.

Appropriate resolutions seeking approval of the members to the aboveare appearing in the Notice convening the 26th Annual General Meeting of theCompany.

• Declaration by Independent Directors

All Independent Directors have given declarations to the effect thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 read with

Regulation 16 of SEBI (Listing obligations and DisclosuresRequirements) Regulations 2015. In the opinion of the Board Independent Directorsfulfill the conditions specified in the Act Rules made there under and ListingRegulations.

• Board Evaluation

Pursuant to the corporate governance requirements as prescribed in theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual evaluation of its own performance Board Committees and of individual directors.

In a separate meeting of independent directors performance ofnon-independent directors performance of the Board as a whole performance of theCommittee(s) of the Board and performance of the Chairman was evaluated taking intoaccount the views of other directors. Performance evaluation of independent directors wasdone by the entire Board excluding the independent directors being evaluated.

• Board And Committee Meetings

During the year under review (Seven) Board Meetings (Four) AuditCommittee Meetings were convened and held apart from other Committees' meetings of theCompany. The details of all the meetings are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

• Committees Of The Board

As on March 31 2020 the Board had 3 (Three) Committees viz: AuditCommittee Nomination and Remuneration Committee and Stakeholder Relationship Committee.

A detailed note on the composition of the Board and its committees isprovided in the Corporate Governance Report section of this Annual Report. CorporateGovernance report is annexed as Annexure-IV

• Policy On Directors Appointment And Remuneration

Pursuant to the provisions of section 134(3)(e) and Section 178(3) ofthe Companies Act 2013 and the SEBI Listing Regulations the policy of the Company onDirectors' appointment and remuneration including the criteria for determiningqualification positive attributes independence of directors and other matters isprovided in the Corporate Governance Report.

10. Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act2013with respect to Directors' Responsibility Statement your Directors confirm:

a) That in the preparation of the annual accounts the applicableaccounting standards have been followed and no material departure was made for the same.The financial statements of the Company for the financial year ended March 31 2020 havebeen prepared in accordance with Ind AS as prescribed under Section 133 of the CompaniesAct 2013 (the "Act") read with the relevant rules made thereunder and otheraccounting principles generally accepted in India;

b) That Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the period ended on March 31 2020;

c) That Directors have taken proper and sufficient care for themaintenance of adequate accounting

records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) That the annual financial statements have been prepared on a goingconcern basis;

e) That proper internal financial controls were in place and that thefinancial controls were

adequate and were operating effectively;

f) Those proper systems had been devised to ensure compliance with theprovisions of all applicable

laws and were adequate and operating effectively.

11. Nature Of Business

There has been no change in nature of business of your company duringthe year under review.

12. Corporate Governance

Your Company conforms to the norms of Corporate Governance as envisagedin the Listing Regulations with the BSE Limited. Pursuant to Regulation 34(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a Report on theCorporate Governance and the Auditors

Certificate on Corporate Governance are annexed to this report as"Annexure-IN".

13. Related Party Transaction

All Related Party Transactions that were entered into during thefinancial year ended on March 31 2020 were on an arm's length basis and in the ordinarycourse of business under Section 188(1) of the Act and the Listing Regulations.

Details of the transactions with Related Parties are provided in theaccompanying financial statements in compliance with the provision of Section 134(3)(h) ofthe Act.

Since the company has not entered into any transaction exceeding thelimit under section 188 AOC-2 is not attached hereto.

During the year the company has not entered into any contracts /arrangements with the Related Parties pursuant to Section 188 (1) of the Companies Act2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014. Hence no particularsare being provided in Form AOC-2.

14. Particulars Of Investments Made Loans Given Guarantees Given andSecurities Provided.

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars ofloans guarantees or investments and securities provided under Section 186 of theCompanies Act 2013 along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in theaccompanying financialstatements.

In Compliance with the Provision of Section 186 of the Companies Act2013 Board of Directors have proposed a resolution in notice calling 26thAnnual General Meeting seeking members approval empowering board (a) to give loan to anyperson or other body corporate; (b) to give guarantee or provide any security inconnection with a loan to any other body corporate or person;

(c) acquire by way of subscription purchase or otherwise thesecurities of any other body corporate from time to time in one or more tranches as boardof directors in their absolute discretion as the board may deem beneficial and in theinterest of the company for an amount not exceeding Rs 50000000 (Rupees Five Crores).

15. Corporate Social Responsibility

The provision of section 135 of the Companies Act 2013 is notapplicable on your company during the under review.

16. Conversation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgoings.

The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134(3) (m) of theCompanies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexedas part of this report at Annexure- I.

17. Statutory Auditors and Reports.

In 21stAnnual General Meeting of the company M/s V. SahaiTripathi & Co. Chartered Accountants (ICAI Firm Registration No.000262N) wereappointed as Statutory Auditors of the Company to hold office till the conclusion of the26thAnnual General Meeting to be held in the calendar year 2020 .

The term of the auditor expires at the conclusion of this AnnualGeneral meeting. As per section 139(2) of The Companies Act 2013 Auditors are eligible tobe re-appointed for another term of five consecutive years.

The board of directors after considering the recommendations of theAudit Committee at its meeting held on 29th May 2020 has recommended there-appointment of M/s V. Shahi Tripathi & Co. Charted Accountants as statutoryAuditor of the company for a consecutive term of 5 years commencing from the conclusion ofthis annual general meeting till the conclusion of 31st annual general meetingof the company.

The company has received a certificate from M/s V.Sahai Tripathi &Co. Chartered Accountants to the effect that the appointment if made would be inaccordance with the limit specified under the companies Act 2013.

All observations made in the Audit Report on Financial Statements areself-explanatory and do not call for any further comments under section 134 of theCompanies Act 2013. The qualifications reported by auditor were properly explained bydirectors in statement of impact submitted to stock exchange.

18. Secretarial Auditors and Report

Nitin Bhatia & Co. practicing company secretary were appointed toconduct the secretarial audit of the Company for the financial year2019-20 as requiredUnder Section 204 of the Companies Act2013 and Rules made there under. The secretarialaudit report for financial year 2019-20 forms part of the Annual Report as Annexure tothis Directors' Report as Annexure- III

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

19. Cost Auditor

Section 148 of the Companies Act is not Applicable to the Company.Hence company is not required to appoint a cost auditor.

20. Internal Financial Control

The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

21. Material Changes and commitments affecting the financial positionof the Company has been occurred between the end of the financial year 2019-20 and thedate of this report.

The outbreak of Corona virus (COVID-19) pandemic globally and in Indiais causing significant disturbance and slowdown of economic activity. In many countriesbusinesses are being forced to cease or limit their operations for long or indefiniteperiods of time. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.

Prevention of Sexual Harassment of Women at Workplace Policy.

As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ('Act') and Rules made there-underyour Company has constituted Internal Complaint Committees (ICC). The Company has zerotolerance for sexual harassment at workplace. While maintaining the highest governancenorms the Company has also appointed external independent persons who have requisiteexperience in handling such matters. During the year the Company has not received anycomplaint of sexual harassment.

22. Vigil Mechanism / Whistle Blower Policy

Your Company is committed to the highest standards of ethical moraland legal business conduct. Accordingly Vigil Mechanism/Whistle Blower Policy wasformulated which provides a robust framework for dealing with genuine concerns &grievances. The Policy provides for adequate safeguard against victimization of employeeswho avail the mechanism and also provides direct access to the Chairperson of the AuditCommittee. Specifically employees can raise concerns regarding any discriminationharassment victimization any other unfair practice being adopted against them or anyinstances of fraud by or against your Company. The same has also been displayed on thewebsite of the Company.

23. Risk Management

The Company has laid down the procedures to inform Board Members aboutrisk assessment and mitigation procedures. The Board of Directors of the Company hasframed risk management policy and created appropriate structures with proper delegation ofduties and responsibilities of employee at each level on enterprise basis for compliance'sthereof which are periodically reviewed by the management internal auditors statutoryauditors and the Audit Committee.

24. Annual Return

In compliance with the requirement of Section 92(3) Section 134(3) ofthe Companies Act 2013 read with rules and regulations made there under the annualreturn of the Company shall be prepared in MGT-7 after adoption of financial results inensuing annual general meeting and copy of the same shall be available on company'swebsite i.e. www.southerninfosys.com

25. Remuneration to Director and Key Managerial Persons.

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The ratio of remuneration of each Director to the medianemployee's remuneration and other details in terms of Section 197(12) of the CompaniesAct 2013 read with rule5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Sr. No. Information Required Input
1. The ratio of the remuneration of each director to the median remuneration *These ratios are calculated on the basis of median salary of Rs. 3 lakh Ms. Kriti Bareja: 1.16:1 Mr. Siddharth Sharma: 1.01:1
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. There is no major increment in salary of any director or KMP except of Ms. Kriti Bareja whose salary has been increased by 11% from Rs.324000/- to Rs. 360000/- annually.
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 Nil
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. The only difference between salary increments of KMP from other employees is 11%. The reason for such change is appointment of Ms. Kriti Bareja on the board. She is already acting as compliance officer of the company. The increase in salary is made in commensuration with the positions (two) she holds in the company
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-
(I) if employed throughout the financial year was in receipt remuneration for that year which in the aggregate was not less than one crore and two lakh rupees; NIL
(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 aggregate was not less than eight lakh and fifty thousand rupees per month; NIL
(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. NIL

26. General

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

I. Details relating to deposits covered under Chapter V of the Act.

II. Issue of equity shares with differential rights as to dividendvoting or otherwise.

III. Issue of shares (including sweat equity shares and ESOP) toemployees of the Company under any scheme.

IV. No significant material orders have been passed by the Regulatorsor Courts or Tribunals which would impact the going concern status of the Company and itsfuture.

27. Appreciation and Acknowledgments.

We thank our customers business associates and bankers for theircontinued support during the financial year. We also place on record our sincereappreciation for the enthusiasm and commitment of Company's employees for the growth ofthe Company and look forward to their continued involvement and support.

For and on behalf of Board

For Southern Infosys Limited

(Siddharth Sharma) ( Deepali Sharma)
Director Director
DIN:07401382 DIN:05133382
Date: 31.08.2020 Date:31.08.2020

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