| Dear Members,
The directors have pleasure in presenting their 21st Annual Report on
the business and operations of the company together with the Audited
Statement of Accounts for the year ended 31st March, 2015.
1. FINANCIAL HIGHLIGHTS:
During the year under review, performance of your company as under:
(Rs. In Lakhs)
Particulars 2014-2015 2013-14
Total Revenue 8,07 10.47
Total Expenses 7.52 9.88
Gross Profit 0.55 0.59
Provision for Depreciation -- --
Net Profit Before Tax 0.55 0.59
Provision for Tax 0.18 0.18
Net Profit After Tax 0.37 0.41
Balance of Profit brought forward 81.94 81.53
Balance available for appropriation 82.31 81.94
Proposed Dividend on Equity Shares -- --
Tax on proposed Dividend -- --
Transfer to General Reserve -- --
Surplus carried to Balance Sheet 82.31 81.94
2. STATE OF COMPANY'S AFFAIRS & FUTRURE OUTLOOK
During the period under review, the turnover of the Company has
decreased to 8.07 Lakhs as against that of the previous year. of Rs.
10.47 Lakhs. The financials depict decrease in profits for the current
year as against the profit of Rs. 0.37 Lakhs mainly due to the decrease
in revenues of the Company.
The changing economic and business conditions followed by evolving
consumer/client preferences and rapid technological innovations and
adopting, the Company is making efforts for creating an increasingly
receptive market in the present IT Sector. Thus, the current driving
motto of all IT sectors Companies is to transform their operation and
business undertakings in the most productive manner and earn returns
However, the Company is optimistic in improving and continue to focus
on reflecting and delivering superior performance on projects
undertaken and reap profits in the coming years.
3. CHANGES IN NATURE OF BUSINESS:
During the period under review, there is no change in the nature of
business carried out by the Company.
4. DIVIDEND
During the F.Y 2014-15, the Company has not been able to earn profits
so as to reward the shareholders. Therefore, your directors do not
recommend any dividend for the year under review.
5. AMOUNTS TRANSFERRED TO RESERVES:
No Transfer to Reserves is proposed and accordingly the entire balance
available in profit and loss account is retained in it.
6. SHARE CAPITAL:
The Share Capital of your Company is Rs. 5,05,00,000 During the
Financial Year 2014-15, there has been no change in the share Capital
of the Company.
7. PUBLIC DEPOSITS:
The Company has neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014 during the year.
8. DIRECTORS
Your Board consists of SIX Directors including FOUR Independent non-
executive Directors. The declaration from all the independent directors
are being obtained both at the time of appointment and at the first
Board meeting of the financial year annually.
A. BOARD MEETINGS
A calendar of meetings is prepared and circulated in advance to the
Directors. During the financial year under review, your Board met FIVE
times and the dates of the board meeting held are 29.05.2014,
31.07.2014, 14.08.2014, 31.10.2014 and 31.01.2015The details of the
Board Meetings held during the year are covered in the Clause No. 2 of
the Corporate Governance Report.
Shri Chellamani Pitchandi&Shri Senraj Muthiah Sennavanadi,directors of
the Company are liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
Your Board recommends their appointment.
B. INDEPENDENT DIRECTORS AND THEIR DECLARATION:
During the year under review, your Board in the Annual General Meeting
held on 29th September, 2014 has appointed Smt. Sarada Dittakavi as an
independent directors of the Company to comply with the provisions of
Sections 149 of the Companies Act, 2013 which mandates every listed
Company to have at least 1/3rd of its directors as Independent
directors.
All the Independent Directors have given a declaration under
sub-section (7) of Section 149 of the Companies Act, 2013 that they
meet the criteria of independence as laid down under Section 149 (6) of
the Companies Act, 2013 and Clause 49 of the Listing Agreement.
C. KEY MANAGERIAL PERSONNEL (KMPs)
Your Company has not Appointed company secretary & Chief Financial
Officer (KMPs) as required under section 203 due to meager business
revenues
D. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has devised a policy on evaluation of
performance of Board of Directors, Committees and Individual directors.
The extract of thepolicies are provided along with board evaluation
template is in "Annexure II"
9. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act 2013, your directors confirm that:
a) In the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied 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 as at 31st March, 2015 and of the profit /loss of the
Company for that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets 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 devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
f) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has internal financial controls which are adequate and were
operating effectively. The controls are adequate for ensuring the
orderly & efficient conduct of the business, including adherence to the
company's policies, the safe guarding of assets, the prevention and
detection of frauds and errors, the accuracy and completeness of
accounting records and timely preparation of reliable financial
information.
11. STATUTORY AUDITORS:
Pursuant to the resolution passed by the members in their 20th Annual
General Meeting held on 29.09.2014, M/s P Srinivasan & Co., Chartered
Accountants, the statutory Auditors of the Company to hold the office
till the conclusion of the annual general meeting of the company to be
held in the calendar year 2017 subject to ratification every year.
Accordingly, the Company has received written consent and a certificate
from them to the effect that such appointment if made within the limits
as prescribed under Section 139 of the Companies Act, 2013 read with
the respective Rules. The Board recommends for ratification for their
appointment.
12. SECRETARIAL AUDIT REPORT:
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 had appointed Shri. Ajay S
Shrivastava, Practicing Company Secretary, Hyderabad to undertake the
Secretarial Audit and certify the same for the Company.
As regrading appointment of KMPs, the same is clarified in point 8(C)
above.
The Secretarial Audit Report is provided as "Annexure III".
The qualifications made in the Secretarial Audit Report are clarified
hereunder-
13. EXPLANATION TO THE QUALIFICATIONS/RESERVATIONS /ADVERSE REMARKS IF
ANY, MADE BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR
REPORT:
Since there are no qualification, reservation, adverse remark or
disclaimer made by the statutory auditor in his report and / or by the
Secretarial Auditor in the Secretarial Audit report, there is no need
to give any explanation by the Board in this report.
14. MANAGERIAL REMUNERATION:
A statement containing the details of is given as Annexure 'E' forming
part of this Report
The details of Remuneration paid to the Directors, KMP's and Employees
as required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given in Form mGt-9 forming part of the
Directors Report and Corporate Governance Report, and same are Nil
15. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL
During the year under review, there has been no significant and
material orders passed by any regulators or courts or tribunal.
16. PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration as prescribed under Section
197 of the Companies Act, 2013. Hence the details are NIL
17. ANTI SEXUAL HARASSMENT POLICY:
Your Company has female employees and the majority of working staff/
employees arescattered and mobile in nature, hence, there lies no
question of sexual Harassment and neither any complaints
received/resolved or pending.
However, the Company adopts the Policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions
of the Sexual Harassment of Women at workplace(Prevention, Prohibition
and Redressal) Act, 2013 and the Rules thereunder.
18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company does not have any Risk Management Policy as the elements of
risk threatening the Company's existence are very minimal.
19. ESTABLISHMENT OF VIGIL MECHANISM:
Your Company has laid down Whistle Blower Policy covering Vigil
Mechanism with protective Clauses for the Whistle Blowers. The Policy
is annexed to this Report as Annexure IV. The Whistle Blower Policy is
made available on the website of the Companywww.senthilinfo.com
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There are no related party transactions.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since during the financial year under review, the Company's performance
does not attract
the provisions set under Section 135 of the Companies Act, 2014 read
with rules made thereunder, hence, the compliance to the to the
provisions of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility) Rules, 2014, is not
required.
22. CORPORATE GOVERNANCE CERTIFICATE:
Your Company has been constantly reassessing and benchmarking itself
with well- established Corporate Governance practices besides strictly
complying with the requirements of Clause 49 of the Listing Agreement
and applicable provisions of Companies Act, 2013.
A report on Corporate Governance covering among others details of
meetings of the Board and Committees along with a certificate for
compliance with the Clause 49 of the Listing Agreement issued by the
Practicing Company Secretary- Shri. Ajay S Shrivastava, forms part of
this Annual Report.
Your Board has in accordance with the requirements of Companies Act,
2013 and Clause 49 of the Listing Agreement has adopted new policies
and amended existing policies such as policy on Related Party
Transaction, Code of Conduct for Directors and Senior Management,
Corporate Social Responsibility Policy and Whistle Blower and Vigil
Mechanism Policy. These policies are available on the website of the
Company and can be viewed on www.senthilinfo.com
I. AUDIT COMMITTEE:
The Board has constituted the Audit Committee. The composition, powers,
role and terms of reference of the Committee are in accordance with the
requirements mandated under Section 177 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement. The details of the Audit Committee
along with Meetings held during the year are covered in the Clause 7 of
the Corporate Governance Report in ANNEXURE IV
II. NOMINATION AND REMUNERATION COMMITTEE-ANNUXERE V
In compliance with the requirements of Section 178 of the Companies
Act, 2013, the Nomination & remuneration Committee of your Board had
fixed various criteria for nominating a person on the Board which inter
alia include desired size and composition of the Board, age limits,
qualification / experience, areas of expertise and independence of
individual. Your Company has also adopted a Remuneration Policy,
salient features whereof is annexed to this report. Annexure V
23. LISTING:
The shares of your Company are listed at BSE Ltd and Madras Stock
Exchange Limited (De-Recognized). The Company has duly complied with
all the applicable provisions of the Listing Agreement.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are
provided in "Annexure VIM" which forms part of this report.
CONSERVATION OF ENERGY :
1 the steps taken or impact on conservation of energy
2 the steps taken by the company for utilizing alternate sources of
energy
Your Company, being a service provider, requires minimal energy
consumption and every endeavor is made to ensure optimal use of energy,
avoid wastages and conserve energy as far as possible
3 the capital investment on energy conservation equipment's
TECHNOLOGY ABSORBTION:
1. The efforts made towards technology absorption
Since the Company is not engaged in any manufacturing, the information
in connection with technology absorption is Nil.
2. The benefits derived like product improvement, cost reduction,
product development or import substitution
3. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)- - the details
of technology imported the year of import;
* whether the technology been fully absorbed
* if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof
3. The expenditure incurred on Research and Development
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars of foreign currency earnings and outgo during the year are
NIL.
25. DISCLOSURES
i. Particulars of loans, guarantees and investments:
Particulars of loans, guarantees and investments made by the Company
required under section 186 (4) of the Companies Act, 2013 are contained
in Note No. 13 to the Standalone Financial Statements.
ii. Transactions with Related Parties:
There are no related party transactions.
iii. Unclaimed Dividend:
During the year under review, in terms of provisions of Investors
Education and Protection Fund (Awareness and Protection of Investors)
Rules, 2014, unclaimed dividend declared by the Company is Nil.
iv. Subsidiaries & joint ventures:
The company neither has any subsidiaries nor entered into joint venture
with any Company or institution during the year under review
v. Employee stock options & sweat equity shares:
During the year under review, the Company has not issued any Employee
Stock Options and sweat Equity shares
vi. Extract of the Annual Return:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, the extract of the Annual Return in Form MGT-9 is attached as
Annexure VII
26. ACKNOWLEDGEMNENTS:
Your directors take this opportunity to express their gratitude for the
assistance and co- operation extended by Government Authorities,
Bankers and other business associates along with our estimated
Shareholders and employees.
For and on behalf of the Board
SENTHIL INFOTEK LIMITED
Sd/-
Chellamani Pitchandi
Managing Director
DIN: 01256061
Sd/-
Seetha Lakshmi Pitchandi
Date: 26.08.2015 Director
Place: Hyderabad DIN:02779034
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