To
The Members of
SENTHIL INFOTEK LIMITED
Secunderabad
Your Directors have pleasure in presenting the 29th Board?s Report
of your Company together with the Audited Financial Statements and the Auditors?
Report for the financial year ended on 31st March, 2023.
1. FINANCIAL RESULTS
The Company?s financial performance for the year ended on 31st
March, 2023 is summarized below:
|
Year Ended |
Year Ended |
Particulars |
31.03.2023 |
31.03.2022 |
Revenue from operation |
11.75 |
10.76 |
Other Income |
1.97 |
2.86 |
Total Income |
13.72 |
13.62 |
Total Expenses |
13.13 |
12.73 |
Profit (loss) before tax and depreciation and exceptional
items |
0.59 |
0.89 |
Depreciation and amortization |
0.00 |
0.00 |
Profit before tax and exceptional items |
0.59 |
0.89 |
Exceptional items |
0.00 |
0.00 |
Profit (Loss) before tax |
0.59 |
0.89 |
Less: Tax expenses |
0.14 |
0.23 |
Net Profit (+) & Loss (-) after tax |
0.45 |
0.66 |
2. STATE OF COMPANY?S AFFAIRS
It is imperative that affairs of the Company are managed in a fair and
transparent manner. This is vital to gain and retain the trust of the shareholders.
The highlights of the financial performance of the Company are as
under:-
The revenue from operations has increased from Rs. 10.76 Lakh in
previous financial year to Rs. 11.75 Lakh in financial year ended on 31st March, 2023.
Other income being Interest on Bank Deposits has decreased from Rs.
2.86 Lakh in previous financial year to Rs. 1.97 Lakh in financial year ended on 31st
March, 2023.
The expenses have increased from Rs. 12.73 Lakh in previous financial
year to Rs. 13.13 Lakh in financial year ended on 31st March, 2023.
The Net Profit has decreased from Rs.0.66 Lakh in previous financial
year to Rs. 0.45 Lakh in financial year ended on 31st March, 2023.
3. PUBLIC DEPOSITS
The Company has not accepted any deposits during the year under review,
falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
4. TRANSFER TO RESERVE
During the year under review, the Company has transferred the Net
Profit of Rs. 0.45 lakhs to Reserve and Surplus of the Company.
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of
business of the Company.
6. DIVIDEND
Considering the future fund requirements of the Company to be met
through retained earnings, your Directors have not recommended any dividend for the year
under review.
7. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the
Directors state: (i) that in the preparation of the annual accounts for the Financial Year
ended March 31, 2023, the applicable accounting standards have been followed along with
proper explanation relating to material departures; (ii) that the Directors have 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 your Company as at March 31, 2023 and of the profit of the company for that period;
(iii) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of Act for safeguarding the assets of
your Company and for preventing and detecting fraud and other irregularities; (iv) that
the annual accounts have been prepared on a going concern basis; (v) that proper internal
financial controls laid down by the Directors were followed by the Company and that such
internal financial controls are adequate and were operating effectively; and (vi) that
proper systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.
8. SHARES CAPITAL: a. CHANGES IN SHARE CAPITAL
During the Financial Year 2022-23 there has been no change in the Share
Capital of the Company. b. ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any Sweat Equity Shares during the year
under review. c. ISSUE OF EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
d. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any Equity shares with differential rights
during the period under review.
9. RELATED PARTY TRANSACTIONS
There is no materially significant related party transactions made by
the Company with related parties during the year under review, hence no details are
required to be provided in Form AOC-2 as prescribed under Clause (h) of sub-section (3) of
Section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014.
10. PARTICULARS OF INTER-CORPORATE LOANS, GUARANTEES OR INVESTMENTS
The Company has not extended any loans, guarantee or provided security
in connection with a loan to any person or Bodies Corporate, or acquired by way of
subscription, purchase or otherwise, the securities of any other body corporate as covered
under section 186 of the Companies Act, 2013 during the period under review.
11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any Subsidiary, Joint Venture and Associate
Company.
12. DRAFT OF ANNUAL RETURN- 2022-23
As required pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 a copy of the
Annual Return is uploaded on the website of the Company at www.senthilinfo.com
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of directors comprises the following persons:-
Sr.No Name |
Designation |
1. Mr. Chellamani Pitchandi |
Executive and Managing Director |
2. Mr. Sreehari Ankem |
Non-Executive and Independent Director |
3. Mrs. Seethalakshmi Pitchandi |
Non-Executive Director |
4. Mrs. Surekha Dittakavi |
Non-Executive and Independent Director |
5. Mrs. Sarada Dittakavi |
Non-Executive and Independent Director |
Mr. Chellamani Pitchandi has been Re-appointed as a Managing Director
of the Company in the 28th Annual General Meeting of the Company held on 29.09.2022, for a
period of a five years. Mrs. Surekha Dittakavi has been re-appointed as an Independent
Director of the Company for a period of Five years in the 28th Annual General Meeting of
the Company held on 29.09.2022 All Independent Directors of the Company have declared and
confirmed that they meet with the criteria of Independence, as prescribed under Section
149(6) of the Companies Act, 2013.
The KMPs Comprises the Following Persons:-
Sr.No Name |
Designation |
1. Mr. Chellamani Pitchandi |
Managing Director |
2. Mrs. P. Malliga |
Chief Financial Officer |
3. CS. Deshna Jain |
Company Secretary |
14. MEETINGS OF BOARD OF DIRECTORS
During the financial year 2022-23 the Board of Directors of the Company
duly met four(4) Times i.e.27.05.2022, 12.08.2022, 14.11.2022, and 13.02.2023 The
intervening gap between the two meetings was within the period as prescribed under the
Companies Act, 2013. Further the status of attendance of Board Meeting by each Director is
as follows:
Name of Committee Members |
No. of Board Meeting |
No. of Board Meeting |
|
entitled to attend |
attended |
Mr. Chellamani Pitchandi |
4 |
4 |
Mr. Sreehari Ankem |
4 |
4 |
Mrs. Seethalakshmi Pitchandi |
4 |
4 |
Mrs. Surekha Dittakavi |
4 |
4 |
Mrs. Sarada Dittakavi |
4 |
4 |
15. AUDIT COMMITTEE
The Composition of the Audit Committee as per Section 177 of the
Companies Act, 2013 is as follows:-
Name |
Category |
Designation |
Mr. Sreehari Ankem |
Independent Director |
Member |
Mrs. Surekha Dittakavi |
Independent Director |
Member |
Mrs. Sarada Dittakavi |
Independent Director |
Member |
Meeting
The Audit Committee met 4 (four) times during the period under review
i.e.on 27.05.2022, 12.08.2022, 14.11.2022, and13.02.2023.
The attendance of members at the meetings held during the period under
review were as follows:
Name |
No. of meetings held |
No. of meetings attended |
Mr. Sreehari Ankem |
4 |
4 |
Mrs. Surekha Dittakavi |
4 |
4 |
Mrs. Sarada Dittakavi |
4 |
4 |
16. NOMINATION AND REMUNERATION COMMITTEE
The Composition of the Nomination and Remuneration Committee as per
Section 178 of the Companies Act, 2013 is as follows:-
Name |
Category |
Designation |
Mr. Sreehari Ankem |
Independent Director |
Member |
Mrs.Seethalakshmi Pitchandi |
Director |
Member |
Mrs. Sarada Dittakavi |
Independent Director |
Member |
Meeting
One Meeting of Nomination and Remuneration Committee was held on
12.08.2022 during the period under review.
The attendance of members at the meetings held during the period under
review were as follows
Name |
No. of meetings held |
No. of meetings attended |
Mr. Sreehari Ankem |
1 |
1 |
Mrs.Seethalakshmi Pitchandi |
1 |
1 |
Mrs. Sarada Dittakavi |
1 |
1 |
17. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Composition of the Stakeholders Relationship Committee as per
Section 178 of the Companies Act, 2013 is as follows:-
Name |
Category |
Designation |
Mr. Sreehari Ankem |
Independent Director |
Member |
Mrs.Seethalakshmi Pitchandi |
Director |
Member |
Mrs. Sarada Dittakavi |
Independent Director |
Member |
Meeting
One Meeting of Stakeholders Relationship Committee was held on
29.12.2022 during the period under review.
The attendance of members at the meetings held during the period under
review were as follows:
Name |
No. of meetings held |
No. of meetings attended |
Mr. SreehariAnkem |
1 |
1 |
Mrs.Seethalakshmi Pitchandi |
1 |
1 |
Mrs. Sarada Dittakavi |
1 |
1 |
18. BOARD EVALUATION
To comply with the provisions of Section 134(3)(p) of the Companies
Act,2013 and rules made thereunder,the Board has carried out the annual performance
evaluation of the Directors individually including the Independent Directors (wherein the
concerned director being evaluated did not participate), Board as a whole, and following
Committees of the Board of Directors: i) Audit Committee; ii) Nomination and Remuneration
Committee; and iii) Stakeholders Relationship Committee.
The extract of the policy on evaluation of performance of the Board,
its Committees and Independent Directors is placed on the website of the Company at
www.senthilinfo.com
19. STATUTORY AUDITORS AND THE AUDITORS? REPORT:
M/s. GMN Rao & Co., Chartered Accountants, (Firm Registration
Number 016126S), were re-appointed as the Statutory Auditor of the Company to hold office
for a period of five consecutive years from the conclusion of the 28th Annual General
Meeting held in 2022, till the conclusion of the 33rd Annual General Meeting to be held in
2027.
The Auditors? Report is self-explanatory and does not contain any
reservation or adverse remark or disclaimer or qualified opinion, which requires any
explanation from the Board. There is no fraud in the Company during the period under
review and this is also being supported by the Statutory Auditors Report as no fraud has
been reported in their Audit Report for the Financial Year ended on 31st March, 2023.
20. COST AUDIT
In terms of Section 148 of the Act and the Companies (Cost Records and
Audit) Rules, 2014 and any amendment thereto, Cost Audit is not applicable to the Company.
21. SECRETARIAL AUDITORS
The Company has appointed Mr. Ajay Suman Shrivastava, Practicing
Company Secretary to conduct the Secretarial Audit of the Company for the Financial Year
2022-23. The Secretarial Audit Report for the Financial Year 2022-23 is attached to this
report in Form MR-3. There are no adverse opinion or remarks in the said report and
therefore do not require any clarification/ explanation from the Board of Directors.
22. MATERIAL CHANGES & COMMITMENTS
There have been no material changes and commitments, which affect the
financial position of the Company, that have occurred between the end of the financial
year to which the financial statements relate and the date of this Report.
23. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Board consists of the following Independent Directors:-
1. Mr. Sreehari Ankem
2. Mrs. Surekha Dittakavi
3. Mrs. Sarada Dittakavi
Pursuant to section 149(7) of the Companies Act, 2013, the Independent
Directors have given their disclosure that they meet the criteria of independence as
provided in sub-section 149(6) of the Act in the First Board Meeting of the Financial
Year. Further, Mrs. Surekha
Dittakavi has been re-appointed as an Independent Director for a term
of 5 years w.e. 01.09.2022.
There is no change in the policy containing terms and conditions for
the appointment of Independent Directors enclosed herewith and also available on the
website of the Company at www.senthilinfo.com The separate meetings of Independent
Directors were held on 14.02.2022 in which all three independent Directors were present.
24. RISK MANAGEMENT
The Company has a robust Risk Management Policy which identifies and
evaluates the business risks and opportunities. The Company recognizes that these risks
need to be managed and mitigated to protect the interest of the stakeholders and to
achieve business objectives.
The risk management framework is aimed at effectively mitigating the
Company?s various business and operational risks, through strategic actions. The Risk
Management Policy is made available on the website of the company at www.senthilinfo.com
25. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATMENETS
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to Company?s policies
relating to Internal Controls over financial statements.
For the year ended 31st March, 2023, the Board is of the opinion that
the Company has put in place Internal Financial Controls to ensure accuracy and
completeness of accounting records, preparation of timely and reliable financial
information so as to substantially reduce the risk of material misstatements and
inaccuracies in the Company?s Financial Statements.
26. CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility (CSR) are
not applicable to the Company during the year under review hence there is no requirement
to comply with section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility) Rules 2014.
27. CODE OF CONDUCT AND NON APPLICABILITY OF CORPORATE GOVERNANCE
CODE:
The Company has adopted a Code of Conduct for its employees including
the Managing Director and the Key Executives. The said Code of Conduct is available on
Company?s Website. A report on Corporate Governance under Regulations 17 to 27 is not
being given since the Schedule V and clauses (b) to (i) of Regulation 46(2) of SEBI (LODR)
Regulations, 2015 are not applicable to the Company.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows: a) Conservation of energy
1 The steps taken or impact on conservation of energy |
Being a service provider, The Company
requires minimal energy and every endeavor is made to ensure the optimum use of energy so
that wastage of energy can be avoided. |
2 The steps taken by the company for utilizing alternate
sources of energy |
|
3 The capital investment on energy conservation
equipment?s |
|
b) Technology absorption
(ii) substitution |
- |
(iii) in case of imported technology (imported during the
last three years reckoned from the |
N.A. |
- |
|
(a) the details of technology imported |
- |
(b) the year of import; |
- |
(c) whether the technology been fully absorbed |
- |
(d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
- |
(iv) the expenditure incurred on Research and Development |
- |
c) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the
year:- NIL The Foreign Exchange outgo during the year in terms of actual outflows:- NIL
29. VIGIL MECHANISM / WHISTLE BLOWER POLICY
To comply with the provisions of Section 177 of the Companies Act, 2013
and Regulation 22 of SEBI (LODR) Regulation 2015, the Company has adopted a Vigil
Mechanism / Whistle Blower Policy for employees and directors of the Company. Under the
Vigil Mechanism Policy, the protected disclosures can be made by a victim through a letter
to the Chairman of the Audit Committee.
The main objective of this policy is to provide a platform to Directors
and employees to raise their concerns regarding any irregularity, misconduct or unethical
matters / dealings within the Company which have a negative bearing on the organization
either financially or otherwise.
The details of the Policy is available on the website of the Company at
www.senthilinfo.com
30. PARTICULARS OF EMPLOYEES
None of the employees who have worked throughout the year, or a part of
the financial year were getting remuneration in excess of the threshold mentioned under
Section 197 of the Companies Act, 2013 read with rule 5 of Companies (Appointment and
Remuneration) Rules, 2014.
31. SECRETARIAL STANDARDS
The Company is in regular compliance of the applicable provisions of
Secretarial Standards issued by the Institute of Company Secretaries of India.
32. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS
OR COURTS OR TRIBUNAL
There are no significant material orders has been passed by any
Regulators or Courts or Tribunals affecting the going concern status and Company?s
operations in future.
33. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The Company has adopted a Policy as per the provisions of the Sexual
Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013. There
were no complaints received/pending relating to sexual harassment during the year under
review.
34. MARKET PRICE DATAAND PERFORMANCE COMPARISON
The market price High and Low during financial year 2022-23 in BSE
Limited is as follows:-
Month of Trading |
High (in INR) |
Low (in INR) |
April |
- |
- |
May |
14.90 |
9.40 |
June |
10.00 |
7.67 |
July |
7.57 |
7.57 |
August |
7.20 |
6.80 |
September |
7.65 |
6.46 |
October |
8.03 |
7.65 |
November |
8.43 |
8.43 |
December 22 |
8.41 |
8.01 |
January 23 |
15.77 |
8.83 |
February 23 |
- |
- |
March 23 |
- |
- |
Distribution details on shares for the period 31.03.2023 INE564B01015
Shares |
Holders |
Shares |
|
Number |
% To Total |
No of Shares |
% To Total |
Upto - 500 |
994 |
89.72 |
378642 |
7.5 |
501 - 1000 |
40 |
3.62 |
34092 |
0.68 |
1001 - 2000 |
23 |
2.08 |
33297 |
0.66 |
2001 - 3000 |
13 |
1.18 |
31888 |
0.63 |
3001 - 4000 |
11 |
0.99 |
38230 |
0.76 |
4001 - 5000 |
2 |
0.18 |
9600 |
0.19 |
5001 - 10000 |
8 |
0.72 |
60259 |
1.19 |
10001 and above |
15 |
1.36 |
4463992 |
88.4 |
Total |
1106 |
100 |
5050000 |
100 |
35. LISTING AGREEMENT:
The Equity shares of your Company are listed at Bombay Stock Exchange
(BSE Ltd.). Your Company has duly complied with all the requirements of concerned Stock
Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time.
36. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the
sincere services rendered by employees of the Company at all levels. Your Directors also
wish to place on record their appreciation for the valuable co-operation and support
received from the various Government Authorities, the Banks / Financial Institutions and
other stakeholders such as, members, customers and suppliers, among others. Your Directors
also commend the continuing commitment and dedication of the employees at all levels,
which has been critical for the Company?s success. Your Directors look forward to
their continued support in future.