| THE SHAREHOLDERS OF M/s SOFTECHINFINIUM SOLUTIONS LIMITED.
The Directors have great pleasure in presenting the TWENTY FIRST
ANNUAL Report of your Company together with Audited statement of
Accounts for the year 31st March, 2014.
FINANCIAL RESULTS:
The Financial results of the Company are as follows
Rs. in lakhs Rs. in lakhs
2013-2014 2012-2013
Sales and other Income 8.80 629.29
Gross Profit before
Depreciation and Tax (2.14) 60.55
Depreciation 49.82 52.96
Profit/Loss before Tax (51.96) 7.59
Provision for Tax - 1.45
Profit after Tax (51.96) 6.14
Proposed Dividend - -
Surplus brought forward
from previous year 53.96 47.82
Profit and Loss Account
Carried over 2.00 53.96
The above operational results are the same in respect of both
consolidated and Unconsolidated Financial Results as no transaction
commenced by the New Zealand Subsidiary Company 'SOFTECHIN
LIMITED'.
OPERATIONS AND PROSPECTS:
During the period under report, the Company was yet to recover from
recession and however, the company continues to explore expansion to e
commerce and e education activities during the forthcoming years.
During the year under report, the company used the resources for
capacity build up and consolidation by identifying potential markets
and improving the products for future business.
During the year under report, Sales and other Income of the company is
Rs. 8.80 Lakhs as against Rs. 629.29 Lakhs in the previous year. The
profit after tax is Rs. (51.96)
Lakhs as against Rs. 6.14 Lakhs in the previous year. The Board is not
recommending dividend for the year in the absence of profits.
DIRECTORS:
The directors had not drawn any sitting fee for attending Board
Meetings and other meetings during the year under report. Mr.
M.Muraleedharan retires by rotation and seeks reappointment. Your
Directors recommends to appoint a woman director and independent
directors as required by the Companies Act, 2013.
AUDITORS:
The retiring auditor M/s. SB SB AND ASSOCIATES, Chartered Accountants
retires at the conclusion of this Annual General Meeting and a
Certificate under section 139 of the Companies Act,2013 has been
received from them for reappointment. M/s SB SB AND ASSOCIATES,
Chartered Accountants was holding the office as Auditors for years
2011-12 and 2012-13. Prior to this, Mr. D.Sharath Kumar, Chartered
Accountants was the auditor of the company and Mr. D.Sharath Kumar,
Chartered Accountants is a partner of M/s SB SB AND ASSOCIATES.
Further, pursuant to third proviso to Section 139(2) of the Companies
Act,2013 the company is required to comply with the limits on number of
years for appointment of auditor within three years. Hence, it has been
proposed and recommended for the reappointment of retiring auditor M/s.
SB SB AND ASSOCIATES, Chartered Accountants for the period of three
years to hold office from the conclusion this Annual General meeting
till the conclusion of Annual General Meeting to be held during year
2017
CONSERVATION OF ENERGY:
The Company continues efforts to conserve energy by economizing use of
electricity.
RESEARCH AND DEVELOPMENT: '
Nil
PARTICULARS OF EMPLOYEES U/S 217 (2A):
Nil
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors states that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) the directors had selected such accounting policies applied by
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period;
iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; and
iv) the directors had prepared the annual accounts on a going concern
basis. REPORT ON CORPORATE GOVERNANCE:
During the year under report, your Company was having Four Directors
out of which two were Independent directors. Your company is complying
with all the Listing requirements of Corporate Governance.
1. A brief statement on company's philosophy on code of governance:
The Company is truly a professionally managed company with a qualified
company secretary (CS) and cost accountant (CMA) as Promoter of the
Company with independent directors in the Board of Directors.
2. Board of Directors: (Tear 2013-14)
(i) Composition and category of directors during the year:
Promoter Professional Non Executive Chairman - 1 ( One)
Promoter's Relative Non Executive Director - 1 (One)
Independent Non Executive Directors - 2 (One)
a. The Promoter Mr. Gopi Narayanan Yadav, Chairman is a Graduate in
Commerce and Law. He is a Corporate Professional with Software
qualifications and experience as Systems Analysts and Architect. Mr.
Gopi Narayanan Yadav is fellow member of the Institute of Company
Secretaries of India (FCS) and Associate member of Institute of Cost
Accountants of India (ACMA). He is having rich corporate experience of
over 30 years in the senior management of various companies. Mr.
Muraleedharan is a Graduate in Social Science and is also a Master
Graduate in 'Gandhian Thought' with over 23 years of experience as
a Finance & Investment Consultant. Mr. D.Subramanian is a qualified
M.Sc., Chemistry, DCA.,MS.PPM., Auto Cadd., MCSE., P.G.Diploma in
Production Management with over 19 years of industrial experience in
reputed pharma companies such as Nicholas piramal India ltd.,(Chennai)
as Manager.(2004-2010), Sun pharmaceutical industries ltd., as manager
production.(2001- 2004), Kumar organics ltd., as Jr. manager
production^ 1997-2001) and Malladi Drugs & Biotics ltd., as officer.(
1993-1997). The Company hopes to utilise his knowledge & experience for
the existing business as well as for diversification. Mr. M.
IYAMPERUMAL is a software professional, a Engineering Graduate (B.E) in
Computer Engineering.
NAME OF DIRECTOR NATURE OF NUMBER OF BOARD
DIRECTOR MEETINGS ATTENDED.
TOTAL SEVEN (7)
Gopi Narayanan Yadav Chairman - Non Executive SEVEN ( 7)
(Promoter)
M.Muraleedharan Director-Non Executive SEVEN (7)
(Relative)
D.Subramanian Director - Non Executive SEVEN (7)
Independent
M.Iyamperumal Director - Non Executive SEVEN (7 )
Independent
(ii) Attendance of each director at the BOD meetings and the last AGM.
SL DATE OF BOARD ATTENDANCE OF DIRECTORS
No. MEETING / GENERAL TOTAL SEVEN (7) BOARD MEETINGS ,
MEETINGS ONE (1) AGM
1 03-05-2013 FOUR (4)
2. 30-05-2013 FOUR (4)
3 30-08-2013 FOUR (4)
4. 02-09-2013 FOUR (4)
5. 28-09-2013 AGM FOUR (4)
6. 14-11-2013 FOUR (4)
7. 09-01-2014 FOUR (4)
8. 12-02-2014 FOUR (4)
(iii) Number of other BODs or Board Committees in which he/she is a
member or Chairperson:
Name of the Director Name of Company BOD or Committees
GREEN WINSUN POWER
GopiNarayanan Yadav / PRIVATE LIMITED Chairman / Director
M.Muraleedharan
YADAVA DAIRY BEST
GopiNarayanan Yadav/ PRIVATE LIMITED Chairman/Director
M.Muraleedharan
YADAV MEDIA PRIVATE
GopiNarayanan yadav LIMITED Chairman
A2ZCLOUDSOFT PRIVATE
GopiNarayanan Yadav / LIMITED Chairman / Director
M.Muraleedharan
SYMED ECO BIOTECH
Gopi Narayanan Yadav/ PRIVATE LIMITED Chairman/Director
D.Subramanian
MOON MARS HOUSING
Gopi Narayanan Yadav/ PRIVATE LIMITED Chairman/ Director
D.Subramanian
VAMSI BUSINESS ZT.
Gopi Narayanan Yadav/ ACADEMY PRIVATE Chairman/ Director
D.Subramanian LIMITED
ECCENTRIC ENGINEERING
Gopi Narayanan Yadav/ PROFESSIONAL Chairman/Director
D.Subramanian CONSULTANCY PRIVATE
LIMITED
DUSUJA HEALTHCARE ,
D.Subramanian PRODUCTS PRIVATE Chairman and Mana
LIMITED ging Director
TEBMA SHIPYARDS
Gopi Narayanan Yadav/ LIMITED Independent Direc
D.Subramanian (From 27/03/2013) tor Independent
Director
Number of BOD meetings held, dates on which
held.
NAME OF DIRECTOR NAME OF COMPANY DATES OF BOD
GREEN WINSUN POWER 21-06-2013,30-08-2013
GopiNarayanan Yadav/ PRIVATE LIMITED 25-10-2013,31-03-2014
M.Muraleedharan
YADAVA DAIRY BEST 21-06-2013,30-08-2013
GopiNarayanan Yadav / private LIMITED 25-10-2013,31-03-2014
M.Muraleedharan
GopiNarayanan Yadav YADAV MEDIA PRIVATE 21-06-2013,30-08-2013
LIMITED 25-10-2013,31-03-2014
A2Z CLOUDSOFTPRIVATE 21-06-2013,30-08-2013
GopiNarayanan Yadav / LIMITED 09-11-2013,31-03-2014
M.Muraleedharan
SYMED ECO BIOTECH 21-06-2013,09-08-2013
Gopi Narayanan Yadav/ PRIVATE LIMITED 09-11-2013,31-03-2014
D.Subramanian
MOON MARS HOUSING 13-11-2013,03-12-2013
Gopi Narayanan Yadav/ PRIVATE LIMITED (Date of 31-03-2014
D.Subramanian Incorporation 25/10/
2013)
VAMSI BUSINESS 23-11-2013,03-12-2013
Gopi Narayanan Yadav/ ACADEMY PRIVATE 31-03-2014
D.Subramanian LIMITED (Date of
Incorporation 20/11/
2013)
ECCENTRIC ENGINEERING 13-11-2013,03-12-2013
GoPi Narayanan Yadav/ PROFESSIONAL 31-03-2014
D.Subramanian CONSULTANCY PRIVATE
LIMITED (Date of
Incorporation 18/10/2013)
DUSUJA HEALTHCARE 21-06-2013,30-08-2013
D.Subramanian PRODUCTS PRIVATE 09-11-2013,31-03-2014
LIMITED
TEBMA SHIPYARDS NIL
Gopi Narayanana Yadav LIMITED
D.Subramanian (From 27/03/2013)
3. Audit Committee.
(i) Composition and category of directors:
Independent Non Executive Chairman - 1 ( One)
Promoter Group Non Executive Member - 1 (One)
Independent Non Executive Member - 1 (One)
SI. NAME OF DIRECTOR NATURE OF NUMBER OF
No. DIRECTOR COMMITEE MEETINGS
ATTENDED. TOTAL
FIVE (5)_
1. D.Subramanian CHAIRMAN-Non FIVE (5)
Executive Independent
2. Gopi Narayanan Yadav MEMBER-Non FIVE (5)
Executive (Promoter)
3. M.Iyamperumal MEMBER-Non FIVE (5)
Executive Independent
(ii) Attendance of each director at the COMMITTEE meetings.
SL DATE OF COMMITTEE ATTENDANCE OF DIRECTORS
No. MEETING. TOTAL FIVE (5) COMMITTEE
MEETINGS.
1 30-05-2013 THREE (3)
2. 30-08-2013 THREE (3)
3. 02-09-2013 THREE (3)
4. 14-11-2013 THREE (3)
5. 09-01-2014 THREE (3)
4. Nomination and Remuneration Committee.
(i) Composition and category of directors:
Independent Non Executive Chairman - 1 ( One)
Promoter Group Non Executive Member - 1 (One)
Independent Non Executive Member - 1 (One)
SI. NAME OF DIRECTOR NATURE OF NUMBER OF
No. DIRECTOR COMMITEE MEETINGS
ATTENDED. TOTAL
FIVE (5)
1. D.Subramanian CHAIRMAN-Non FIVE (5)
Executive Independent
2. Gopi Narayanan Yadav MEMBER-Non FIVE (5)
Executive (Promoter)
3. M.Iyamperumal MEMBER-Non FIVE (5)
Executive Independent
(ii) Attendance of each director at the COMMITTEE meetings.
SL DATE OF COMMITTEE ATTENDANCE OF DIRECTORS
No. MEETING. TOTAL FIVE (5) COMMITTEE
MEETINGS.
1. 30-05-2013 THREE (3)
2. 30-08-2013 THREE (3)
3. 02-09-2013 THREE (3)
4. 14-11-2013 THREE (3)
5. 09-01-2014 THREE (3) *
5. Shareholders Committee.
(i) Composition and category of directors:
Independent Non Executive Chairman - 1 ( One)
Promoter Group Non Executive Member - 1 (One)
Independent Non Executive Member - 1 (One)
SI. NAME OF DIRECTOR NATURE OF NUMBER OF
No. DIRECTOR COMMITEE MEETINGS
ATTENDED. TOTAL
FIVE (5)
1. D.Subramanian CHAIRMAN-Non FIVE (5)
Executive Independent
2. Gopi Narayanan Yadav MEMBER-Non FIVE (5)
Executive (Promoter)
3. M.Iyamperumal MEMBER-Non FIVE (5)
Executive Independent
(ii) Attendance of each director at the COMMITTEE meetings.
SL DATE OF COMMITTEE ATTENDANCE OF DIRECTORS
No. MEETING. TOTAL FIVE (5) COMMITTEE
MEETINGS.
1. 30-05-2013 THREE (3)
2. 30-08-2013 THREE (3)
3. 02-09-2013 THREE (3)
4. 14-11-2013 THREE (3)
5. 09-01-2014 THREE (3)
6. General Body meetings.
(i) Location and time, where last three AGMs / EGM held.
MEETING DATE TIME PLACE
18th AGM 29-9-2011 10.35 A.M Sofiech's R&D Technology Centre, No. 1,
Precision Plaza, New No.397, Anna Salai,
Near Vanavil, Teynampet, Chennai - 600
018_
EGM 10-9-2012 10.05 A.M Softech's R&D Technology Centre, No. 1,
Precision Plaza, New No.397, Anna Salai,
Near Vanavil, Teynampet, Chennai - 600
018_
19th AGM 29-9-2012 10.35 A.M Softech's R&D Technology Centre, No. 1,
Precision Plaza, New No.397, Anna Salai,
Near Vanavil, Teynampet, Chepnai - 600
018
20th AGM 28-9-2013 11.00 A.M (Registeredoffice: No.29, Precision Plaza,
New No. 397, Anna Salai, Near Vanavil,
Teynampet, Chennai 600018.
(ii) Whether any special resolution passed in the previous 3 AGMs /
EGM: YES
(iii) Whether any special resolution passed last year through postal
ballot - details of voting pattern: NIL
(iv) Person who conducted the postal ballot exercise NOT APPLICABLE
(iv) Whether any special resolution is proposed to be conducted through
postal ballot: NO
(v) Procedure for postal ballot: NOT APPLICABLE
7. Disclosures.
(i) Disclosures on materially significant related party transactions
that may have potential conflict with the interests of company at
large. NIL
(ii) Disclosure of accounting treatment, if different, from that
prescribed in Accounting Standards with explanation. NIL
(iii) Details of non-compliance by the company, penalties, strictures
imposed on the company by Stock Exchange or SEBI or any statutory
authority, on any matter related to capital markets, during the last
three years: Nil
(iv) Whistle Blower policy and affirmation that no personnel has been
denied access to the audit committee.
The company implemented adequate mechanism for employees to report to
the management the unethical behavior, actual or suspected fraud or
violation of the company's code of conduct or ethics policy. This
mechanism provides adequate safeguards of secrecy of informants against
victimization of employees. It provides for direct access to the
Chairman of the Board of Directors and to Chairman of other committee
of directors including Audit Committee. The details of the mechanism
has been duly communicated to and understood by all the employees
within the organization.
8. Means of communication. All statutory communications are made by
post and replies made to shareholders promptly.
9. Shareholder information: Shares are listed and traded at Madras and
Mumbai stock Exchanges. Demat with NSDL and CDSL Vide ISIN INE 181K
01019.
(i) Registrar and Transfer Agents: Cameo Corporate Services Limited,
No.l, Club House Road, Chennai -'600 002.
(ii) Address for correspondence: Suit No. 29, Precision Plaza, New
No.397, Anna Salai, Near Vanavil, Teynampet, Chennai - 600 018
10. Other Requirements: Necessary Certificate from CEO / Chairman and
Compliance certificate from auditors pursuant to clause 49 of the
Listing Agreement are annexed to this report.
ACKNOWLEDGEMENT:
Your Directors place on record their appreciation of the valuable
contribution and unstinted efforts and spirit of dedication shown by
the employees of the Company during the year. They also acknowledge
with thanks the assistance and the Co- operation extended to your
Company by the bankers.
On behalf of the Board of Directors
Place: Chennai
Date: 03rd September 2014 GOPI NARAYANAN YADAV
Chairman
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