Dear Members,
Your Directors are pleased to present the 31st Annual Report of the
Company together with the Audited Financial Statements for the year ended 31st March,
2023.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
|
|
(Amount in Lakhs) |
| Particulars |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
| Total Income |
6905.74 |
6448.28 |
| Total Expenditure |
6876.67 |
6356.61 |
| Profit/loss before tax |
29.07 |
91.67 |
| Current Tax |
7.96 |
24.18 |
| Deferred Tax |
(0.37) |
0.33 |
| Profit/(loss) for the year from continuing operations |
21.47 |
67.15 |
OPERATIONS PERFORMANCE:
Income of the company from operations is of Rs.6905.74, Profit before tax is Rs
29.07 as compared to Rs. 91.67 in previous year, Profit for this year is Rs.21.47
(Amount in Lakhs)
TRANSFER TO RESERVES:
No amount has been proposed to be transferred to Reserves.
DIVIDEND:
Your Directors did not recommend any dividend for the year.
DEPOSITS:
The Company has not accepted/renewed any deposit within the meaning of Section
73 of the companies Act, 2013 and rules made there under from public or from the
shareholders during the period under review.
ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company at www.telesys.in
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in
a separate Annexure -I forming part of the Annual Report.
CHANGE OF REGISTERED OFFICE:
There is no shifting of registered office during the financial year.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the year.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
During the year under review, there were no material changes and commitments affecting
the financial position of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There was no change in the composition of the board during the year.
As on the date of this Report, Mr. Rajendhiran Jayaram-Wholetime Director, Mr. Chandran
Ganesan -Wholetime Director, Mr. Vijayaraj Jain Heerachand Jain-Non executive Non
Independent Director, Mr. Tirukkurungudi Seshadri Srinivasan- Non executive Independent
Director, Mrs. Jayanti Pradhan Non-executive Independent Director, Mr. Murali
Chengalvarayan-Non-executive Independent Director, Ms. Thilagam as Chief Financial
Officer, and Ms. Priyanka Kumawat - Company Secretary are the Key Managerial Personnel of
your Company in accordance with the provisions of Section 2(51) read with Section 203 of
the Act.
| SR. NO. |
NAME OF DIRECTOR |
CATEGORY |
DESIGNATION |
| 1 |
Mr. Rajendhiran Jayaram |
Executive Director |
Whole-time Director |
| 2 |
Chandran Ganesan |
Executive Director |
Whole-time Director |
| 3 |
Mr. Vijayaraj Jain Heerachand Jain |
Non-executive Director |
Non-executive Non Independent Director, |
| 4 |
Mr. Tirukkurungudi Seshadri Srinivasan |
Non-executive Director |
Non-executive Independent Director |
| 5 |
Mrs. Jayanti Pradhan |
Non-executive Director |
Non-executive Independent Director |
| 6 |
Mr. Murali Chengalvarayan |
Non-executive Director |
Non-executive Independent Director |
| 7 |
Ms. Thilagam |
Key Managerial Personnel (KMP) |
Chief Financial Officer(CFO) |
The Companies Act, 2013, provides for the appointment of independent directors.
Sub-section (10) of Section 149 of the Companies Act, 2013 read with applicable rules,
provides that independent directors shall hold office for a term up to five consecutive
years on the board of a company; and shall be eligible for reappointment on passing a
special resolution by the shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent director shall be
eligible for appointment for more than two consecutive terms of five years. Subsection
(13) states that the provisions of retirement by rotation as defined in Sub sections (6)
and (7) of Section 152 of the Act shall not apply to such independent directors.
NUMBER OF MEETINGS OF THE BOARD:
The Board met Nine (9) times during the financial year, the details of which are given
in the Corporate Governance Report that forms part of this Annual Report. The intervening
gap between any two meetings was within the period prescribed by the Companies Act, 2013.
| Sr. No |
Date |
Board Strength |
No. of. Directors Present |
| 1 |
30-05-2022 |
6 |
6 |
| 2 |
12-08-2022 |
6 |
6 |
| 3 |
20-08-2022 |
6 |
6 |
| 4 |
30-08-2022 |
6 |
6 |
| 5 |
28-10-2022 |
6 |
6 |
| 6 |
14-11-2022 |
6 |
6 |
| 7 |
19-11-2022 |
6 |
6 |
| 8 |
07-02-2023 |
6 |
6 |
| 9 |
13-02-2023 |
6 |
6 |
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared
that:
1. They are not promoters of the Company or its holding, subsidiary or associate
company;
2. They are not related to promoters or directors in the company, its holding,
subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company, its
holding, subsidiary or associate company, or their promoters, or directors, during the two
immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationship
or transaction with the company, its holding, subsidiary or associate company, or their
promoters, or directors, amounting to two per cent or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or during the current
financial year;
5. Independent Director, neither himself nor any of his relatives--
(i) holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed, of--
(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company,
its holding, subsidiary or associate company amounting to ten percent or more of the gross
turnover of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting power
of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit
organization that receives twenty-five percent. or more of its receipts from the company,
any of its promoters, directors or its holding, subsidiary or associate company or that
holds two percent or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specified
in Schedule IV of the Companies Act, 2013.
BOARD EVALUATION:
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that
the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. The Schedule IV of the
Companies Act, 2013 states that the performance evaluation of independent directors should
be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The Board approved the evaluation results as
collated by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees and
Individual Director(s) based on the below parameters was satisfactory:
(i) All Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per the Company and
industry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed significantly in the Board and committee
deliberation and business and operations of the Company and subsidiaries based on their
experience and knowledge and Independent views.
(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by the
Internal Audit team who places report with the Board and Audit committee.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directors
to maintain the independence of the Board and separate its functions of governance and
management. As on 31st March, 2023, the Board consists of 6 members. Out of which Two are
executive Director, Three non - executive Independent Director and One non - executive Non
Independent Director.
The policy of the Company on directors appointment and remuneration, including criteria
for determining qualifications, positive attributes, independence of a director and other
matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted
by the Board and are stated in this Board report. We affirm that the remuneration paid to
the directors is as per the terms laid out in the nomination and remuneration policy of
the Company.
COMMITTEES OF THE BOARD:
Currently, the Board has Four Committees: 1) Audit Committee, 2) Nomination and
Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Risk Management
Committee; 5) Corporate Social Responsibility Committee A detailed note on the Board and
its Committees is provided under the Corporate Governance Report that forms part of this
Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a
Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on
the composition of the Committees is provided in the corporate governance report section
of this Annual Report.
The Key Features of the Policy of the said committee are as follows:
For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to become
Independent Director (ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013
read with Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading
policy of the Company;
e. Independent Director should have adequate knowledge and reasonably able to
contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetings
of the company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and
h. Able to review the policy, participate in the meeting with all the stakeholders of
the company at the Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the
Board of Directors of the Company hereby confirm:
(i) That in the preparation of the accounts for the financial year ended 31stMarch,
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 were 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 and loss of the Company for the year under review;
(iii) That the Directors have 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;
(iv) That the Directors have prepared the accounts for the financial year ended 31st
March 2023 on a going concern basis.
(v) The internal financial controls are laid and have been followed by the company and
that such controls are adequate and are operating effectively. Such controls means
controls and policies and procedures adopted and adhered by the company for orderly and
efficient conduct of the business for safeguarding assets, prevention and detection of
frauds and errors and maintenance of accounting records and timely preparation of
financial statements and review its efficiency.
(vi) 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.
RISK MANAGEMENT POLICY:
Telesys Info-Infra (I) Limited is exposed to risks such as liquidity risk, Interest
rate risk, Credit risk and Operational risk that are inherent in the construction cum
infrastructure businesses and has extended the scope in the petroleum business.
The infrastructure and realty segment presently witnessing down trend. The Company
decides to follow the infrastructure and government sponsored projects in future as well
as petroleum business.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The establishment of an effective corporate governance and internal control system is
essential for sustainable growth and long-term improvements in corporate value, and
accordingly Telesys Info-Infra (I) Limited works to strengthen such structures. We believe
that a strong internal control framework is an important pillar of Corporate Governance.
Your Company has put in place adequate internal financial controls commensurate with
the size and complexity of its operations. The internal controls ensure the reliability of
data and financial information to maintain accountability of assets.
The Company has an effective internal control and risk-mitigation system, which is
constantly assessed and strengthened with new/revised standard operating procedures. These
controls ensure safeguarding of assets, reduction and detection of fraud and error,
adequacy and completeness of the accounting records and timely preparation of reliable
financial information. Critical functions are rigorously reviewed and the reports are
shared with the Management for timely corrective actions, if any. Business risks and
mitigation plans are reviewed and the internal audit processes include evaluation of all
critical and high-risk areas.
The internal and operational audit is entrusted to Umang R Shah (Membership No. -
230172). The main focus of internal audit is to review business risks, test and review
controls, assess business processes besides benchmarking controls with best practices in
the industry. Significant audit observations and follow-up actions thereon are reported to
the Audit Committee. For ensuring independence of audits, internal auditors report
directly to the Audit Committee.
STATUTORY AUDITORS:
M/s. Venkat & Rangaa , LLP FIRM Registration No: FRN: 0004597S were appointed as
Statutory Auditors of the Company for a period of five consecutive years at the Annual
General Meeting (AGM) of the Members held on September 29, 2022 on a remuneration mutually
agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to the
amendments made to Section 139 of the Act by the Companies (Amendment) Act, 2017 effective
from May 07, 2018, the requirement of seeking ratification of the Members for the
appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the
resolution seeking ratification of the Members for continuance of their appointment at
this AGM is not being sought.
AUDITORS REPORT:
The Auditors have not made any qualification to the financial statement. Their reports
on relevant notes on accounts are self-explanatory and do not call for any comments under
section 134 of the companies Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
Mr. Ramesh Chandra Mishra (Membership No- 5477) was appointed to conduct the
secretarial audit of the Company for the financial year 2022-23, as required under Section
204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y.
2022-23 is Annexure-II to this Boards Report.
Mr. Ramesh Chandra Mishra (Membership No-5477) is also appointed for the financial year
2023-24.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has implemented a Related Party Transactions policy for the purposes of
identification and monitoring of such transactions. The policy on related party
transactions is uploaded on the Companys website.
All related party transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained on an annual basis which is
reviewed and updated on quarterly basis.
Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014, there were no contract where in the related parties are
interested.
In accordance with the provisions of the Companies Act, 2013, the details of related
party transactions are available in the Notes to the Standalone financial statements
section of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated service
and contribution made towards the growth of the company. The relationship with the workers
of the Companys manufacturing units and other staff has continued to be cordial.
To ensure good human resources management at the company, we focus on all aspects of
the employee lifecycle. During their tenure at the Company, employees are motivated
through various skill-development, engagement and volunteering programs.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no
employee(s) drawing remuneration in excess of limits set out in said rules forms part of
the annual report.
Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual
Report is being sent to the members of the Company and others entitled thereto. The said
information is available for inspection at the registered office of the Company during
business hours from 11 a.m. to 5 p.m. on working days of the Company up to the date of the
ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof,
may write to the Company Secretary in this regard.
COST AUDIT:
As per the Cost Audit Orders, Cost Audit is not applicable to the Companys
products/business of the Company for FY 2022-23.
CORPORATE SOCIAL RESPONSIBILITY:
As per Section 135 of the Companies Act, 2013 all companies having net worth of 500
crore or more or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or
more during any financial year are required to constitute a appropriate corporate social
responsibility CSR Committee of the Board of Directors comprising there or more directors,
at least one of whom an independent director and such company shall spend at least 2 % of
the average net profits of the Companys three immediately preceding financial year.
The Company presently does not with any of the criteria stated herein above.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from M/s. Ramesh Chandra
Mishra & Associates Company Secretary in Practice, regarding compliance with the
conditions of Corporate Governance as stipulated under regulation 27 of the Listing
Agreement with Stock Exchange read with the relevant provisions of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report and Annexure-III
to this Boards Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The details of conservation of Energy, Technology Absorption are not applicable in the
case of the company. However the company took adequate steps to conserve the Energy and
used the latest technology.
FOREIGN EXCHANGE (inflow/outflow):
During the year under review there were no foreign Exchange Earnings. The Foreign
Exchange out go is Nil.
INSURANCE OF ASSETS:
All the fixed assets, finished goods, semi-finished goods, raw material, packing
material and goods of the company lying at different locations have been insured against
fire and allied risks.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
DURING THE YEAR UNDER REVIEW:
1. The Company was Suspended due to penal reasons from the Stock exchange. However,
Pursuant to BSE notice no. 20221007-12 dated 07th Oct 2022 the company has
received approval for revocation from BSE for trading in "XT" group.
2. The Company has issued 7,37,650 equity shares of Rs. 10/- each to be issued at a
price not less than Rs. 19/- to non-promoters for cash consideration and 1,06,93,471
equity shares of Rs. 10/- each to be issued at a price not less than Rs.
19/- to non-promoters against the conversion of loan amount aggregating to Rs.
20,31,75,949/- on a preferential basis.
• The Company has received ‘‘In-Principle" Approval dated January
24, 2023.
• The Company has received "Listing" Approval dated March 09, 2023.
• The Company has received "Trading" Approval dated March 23, 2023.
ACKNOWLEDGMENTS:
Your Directors convey their sincere thanks to the Government, Banks, Shareholders and
customers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendable
teamwork, high degree of professionalism and enthusiastic effort displayed by them during
the year.
|
By Order of Board For Telesys Info- Infra (I) Limited |
|
(Formerly knowns as Telesys Software Limited) |
|
Sd/- |
| Place: Chennai |
CHANDRAN GANESAN |
| Date: 31.08.2023 |
Whole Time Director |
|
DIN: 08166461 |
+91-9892691696
