RESOLUTION PROFESSIONAL REPORT
To the Members,
SANKHYA INFOTECH LIMITED
The Resolution Professional takes pleasure in presenting the 24th Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st March,
2021.
FINANCIAL RESULTS:
The financial performance during the period ended 31st March, 2021 is as under:
(Rs.In Lakhs)
| Particulars |
2020-21 |
2019-20 |
| Revenue From Operations |
- |
159.97 |
| Other Income |
- |
28.42 |
| Total Revenue |
- |
188.39 |
| Employee Benefit Expenses |
0.01 |
3255.49 |
| Other Operating Expenses |
5.71 |
319.83 |
| Finance Cost |
5.60 |
51.09 |
| Depreciation and Amortization Expense |
767.87 |
910.38 |
| Other Expenses |
19.53 |
2742.05 |
| Total Expenses |
798.72 |
7278.84 |
| Profit Before Exceptional and Extrodinary Items and Tax |
(798.72) |
(7095.45) |
| Extraordinary Items |
- |
- |
| Profit BeforeTax |
(798.72) |
(7095.45) |
| Current Tax |
- |
- |
| Deferred Tax |
(40.09) |
30.58 |
| Profit/(Loss) for the period |
(750.63) |
(7121.03) |
| Basic and Diluted Earnings per Share (Rs.) |
(5.14) |
(48.78) |
REVIEW OF OPERATIONS:
For the Financial year ended 31st March, 2021 as follows:- Financial
Performance
• Total Revenue for the current year is Nil
• Profit/(Loss) before Exceptional and Extraordinary Items and Tax is Rs. (798.72)
Lakhs
• Net Profit/(Loss) is Rs. (750.63) Lakhs
• Basic and diluted EPS is Rs. (5.14) for the year
The Companys current year financial summary and highlights are mentioned in the
Management Discussion and Analysis Report annexed to this report.
STATUS OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):
The present situation is summarized as follows:
Corporate Insolvency Resolution Process (CIRP) has been initiated for the Company
under the provisions of Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) by
the National Company Law Tribunal, Hyderabad Bench (Adjudicating Authority) vide Order
dated 28th July 2021, in CP(IB)No. 235/7/HDB/2020 (order).
Mr. Jagadees Kumar Morri (IP Registration No.IBBI/IPA-001/ IP-P00398/2017- 2018/10716)
was appointed as Interim Resolution Professional. His appointment was subsequently
confirmed by the Committee of Creditors (COC) as the Resolution Professional (the RP)
in the first COC meeting held on 26th August 2021.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There are material changes and commitments affecting the financial position of the
Company during the financial year.
As per the financial statements for FY20-21, which indicates that the company incurred
a net loss of Rs. (750.63) lakhs during the year ended March 31st, 2021 and, as
of that date the Companys current liabilities exceeded its current assets by Rs. 3,725.46
lakhs.
The events and conditions as set below, indicate that a material uncertainty exists
that may cast significant doubt on the companys ability to continue as a going concern.
1. Substantial increase in losses.
2. Continuous cancellation of orders and no new orders to execute.
3. As there are no contracts to execute there are no employees continuing in the
company at the end of financial year.
4. Negative working capital.
5. Overdue working capital loans from IDBI Bank Ltd.
INFORMATION ABOUT FINANCIAL PERFORMANCE/ FINANICIAL POSITION OF THE SUBSIDIARIES/
BRANCHES/ASSOCIATES/JOINTVENTURES
There are no Subsidiaries/Branches/Associates/Joint Ventures.
DIVIDEND
As the Company has reported losses for the last two financial years your Directors have
not recommended payment of Dividend for the Financial Year 2020-21.
TRANSFER TO RESERVE
During the year under review company has not transferred any amount to reserves.
AUTHORISED SHARE CAPITAL
The Authorized Share Capital of the Company stands at Rs.20,00,00,000/-(Rupees Twenty
Crores Only) divided into 2,00,00,000 (Two Crores Only) Equity Shares of Rs.10/- (Rupees
Ten Only) each.
PAIDUP SHARE CAPITAL
The Paid Up share Capital of the Company stands at Rs.14,59,70,570/-(Rupees Fourteen
Crores Fifty Nine Lakhs Seventy Thousand and Five Hundred and Seventy Only) divided into
1,45,97,057(One Crore Forty Five Lakhs Ninety Seven Thousand Fifty Seven Only) Equity
Shares of Rs.10/- (Rupees Ten Only) each.
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. The
Company has complied with the applicable provisions of Companies Act, 2013 and rules
framed there under in respect of section 186 of the Companies Act, 2013.
DEPOSITS
The Company has neither accepted nor renewed any deposits from public within the
meaning of Section 76 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed. Details of the internal
controls system are given in the Management Discussion and Analysis Report, which forms
part of the Resolution Professionals Report.
DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL UPTO COMMENCEMENT OF CIRP
None of the directors of the company are disqualified under the provisions of the
Companies Act, 2013(Act) or under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All Independent Directors have provided confirmations as
contemplated under section 149(7) of the Act up to commencement of CIRP. After initiation
of CIRP the powers of the board stood suspended.
Mr. Sridhar Krishna has been appointed as Chief Financial Officer w.e.f. 15.09.2020;
Mr. Pratik Jain has been appointed as the Company Secretary and Compliance Officer of the
Company w.e.f. 05.10.2020 and Pratik Jain resigned as Company Secretary and Compliance
Officer w.e.f. 05.04.2021; and Mr. Partha Saradhi Pudhota (Vacation of office u/s 167 on
30.06.2021). Mrs. Dipti S Pacholi has been appointed as Company Secretary and Compliance
Officer w.e.f. 01.11.2021
Except above, there was no change in the Composition of the Board and in the Key
Managerial Personnel.
GOVERNANCE GUIDELINES
The Company has adopted Governance Guidelines or code of conduct on Board, Independent
Director, Key Managerial Personnel or senior managerial personnel. The Governance
Guidelines or code of conduct cover aspects related to role of the Board diversity,
definition of independence and duties of independent Directors, Code of Conduct, Moral,
ethics and principles to be followed.
COMMITTEES OF THE BOARD UPTO COMMENCEMENT OF CIRP
Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the Board of Directors has constituted
various committees such as Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committees and Corporate Social Responsibility Committee. The
details of Composition and terms of reference of these committees that were up to
commencement of CIRP are mentioned in the Corporate Governance Report.
NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY
The requisite details as required by Section 134(3), Section 178(3) & (4) of the
Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is provided in the Corporate Governance Report.
Up to initiation of CIRP, the board of directors has carried out an annual evaluation
of its own performance, board committees, Independent Directors, Chairperson and Managing
Director and Non-Executive and Non-independent Directors pursuant to the provisions of the
schedule IV of the Companies Act, 2013 and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015.
Up to initiation of CIRP, the Board has carried out the annual performance evaluation
of its own performance, the Directors individually as well as evaluation of the working of
its Board Committees. A structured questionnaire was prepared covering various aspects of
the Boards functioning such as adequacy of the composition of the Board and its
Committees, Board Culture, execution and performance of specific duties, obligations and
governance.
Up to initiation of CIRP, A meeting of the Independent Directors was also held which
reviewed performance of nonindependent directors, performance of the board as a whole and
performance of the chairman after taking in to account the views of executive directors
and non-executive directors.
Up to initiation of CIRP, The same was discussed in the board meeting at which the
performance of the board, its committees and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarised about the Companys operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company is also made to the directors.
The details of familiarisation programme held in FY 2020-2021, are also disclosed on the
Companys website at www.sankhya.net/investors.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER 149 (6) OF THE COMPANIES
ACT, 2013
All the Independent Directors of the Company have given declaration stating that they
meet the criteria of independence as provided under Companies Act, 2013 and Regulation 16
(1) (b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34(2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of
the Annual Report and give detail of the overview, industry structure and developments,
operational performance of its various business segments and is attached as Annexure -
III.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company has taken adequate steps to adhere to all the stipulations laid down in
Regulation 34 of SEBI LODR Regulations, till commencement of CIRP.A report on the
Corporate Governance is included as a part of this Annual Report and is attached as
Annexure - I.
A declaration of Code of Conduct from Mr. Jagadees Kumar Morri, Resolution Professional
forms part of the Corporate Governance Report.
A Certificate from the Statutory Auditors of the Company, M/s. Ravi Rajan & Co.,
Chartered Accountants, confirming compliance with the conditions of the Corporate
Governance as stipulated under above regulation is included as a part of this Report and
is attached as Annexure - V.
TRANSACTIONS WITH RELATED PARTIES
The requisite details as required by Section 134 & 188 of the Companies Act, 2013
and Regulation 23 & 34(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in the Corporate Governance Report. The policy for related
party transactions is available on the website of the Company at www.sankhya.net/policies.
There were no related party transactions entered into by the Company during the
financial year. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
Your Directors draw attention of the members to Notes 25(4) to the financial statement
which sets out related party disclosures.
BOARD AND COMMITTEE MEETINGS
During the financial year 2020-21, Six Board Meetings were held. The details of the
composition of the Board and its Committees and of the Meetings held and attendance of the
Directors at such Meetings, are provided in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Section
173(1) of the Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
RESOLUTION PROFESSIONALS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013, I hereby state and confirm that
the Company:
a. in the preparation of the annual accounts for the year ended 31stMarch
2021, has followed the applicable accounting standards along with proper explanation
relating to material departures;
b. has 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 at the end of the financial year and of the Profit
/ Loss of the Company for the same period;
c. has taken proper and sufficient care for 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. has prepared the annual accounts on a going concern basis;
e. has laid down internal financial controls and these are adequate and are operating
effectively.
f. has devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the financial
year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of section 135 is not applicable to the Company. However, the Company
has constituted the CSR Committee with Mr. Sridhar Krishna as the Chairman, Mr. Ramamohan
Reddy Yarragudi as the Member and Ms. Putcha Sarada as the Member of the Committee.
DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in premises through various interventions and practices. The
Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
During the Financial year ended 31st March,2021 the Company has neither
received any complaints nor there are any pending complaints pertaining to sexual
harassment.
VIGIL MECHANISM:
The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is
formulated to provide an opportunity to employees and an avenue to raise concerns and to
access in good faith the Audit Committee, to the highest possible standards of ethical,
moral and legal business conduct and its commitment to open communication, in case they
observe unethical and improper practices or any other wrongful conduct in the Company, to
provide necessary safeguards for protection of employees from reprisals or victimization
and to prohibit managerial personnel from taking any adverse personnel action against
those employees. During the year, the Whistleblower policy was amended inline with SEBI
(Prohibition of Insider Trading) (Amendment) Regulations, 2018, enabling the employees to
report any violations under the insider trading regulations and leak of Unpublished
Price-Sensitive Information (UPSI) and the policy is available on the website of the
Company at www.sankhya.net/Policies.aspx.
The requisite details as required by Section 177 of the Companies Act, 2013 and
Regulation 22 & 34(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
Corporate Insolvency Resolution Process (CIRP) has been initiated for the Company
under the provisions of Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) by
the National Company Law Tribunal, Hyderabad Bench (Adjudicating Authority) vide Order
dated 28th July 2021, in CP(IB)No. 235/7/HDB/2020 (order).
Mr. Jagadees Kumar Morri (IP Registration No.IBBI/IPA-001/ IP-P00398/2017- 2018/10716)
was appointed as Interim Resolution Professional. His appointment was subsequently
confirmed by the Committee of Creditors (COC) as the Resolution Professional (the RP)
in the first COC meeting held on 26th August 2021.
AUDIT OBSERVATIONS:
The observations given by the Auditors are suitably explained in the Notes to Accounts
and are self-explanatory.
AUDITORS:
Statutory Auditors:
The members of the Company at their Annual General Meeting (AGM) held on 28th November,
2017 have appointed M/s. Ravi Rajan & Co., Chartered Accountants (ICAI Firm
Registration Number 009073N), as statutory auditors of the Company to hold office until
the conclusion of 25th Annual General Meeting of the Company to be held in the year 2022
which was subject to ratification as per the provisions of Companies Act, 2013.
However, pursuant to notification from the MCA dated 07.05.2018, ratification of
appointment of statutory auditors at every Annual General Meeting has been dispensed with.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies read with rules made there
under, the Board has appointed M/s. RRCO Consulting Private Limited, New Delhi as Internal
Auditors of the Company for the financial year 2020-2021.
Cost Audit:
Cost Audit is not applicable to your Company.
Secretarial Auditors:
M/s. Pooja Ojha, Practicing Company Secretaries, Nagpur, have been appointed as the
Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial
Year 2020-21. The Secretarial Audit Report for the year ended 31stMarch 2021 (in Form
MR-3) submitted by them is enclosed to this Report as Annexure-VII.
THE SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2021 CONTAINS THE
FOLLOWING QUALIFICATIONS:
a. As mandated under Regulation 17(4), SEBI LODR Regulations, 2015 for Senior
Management, the Company did not have a Chief Financial officer for the period starting
from 01/04/2020 till 14/09/2020.
b. As mandated under Regulation 6(1) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) 2015, a
listed entity shall appoint a qualified company secretary as the compliance officer, the
Company was not having a Qualified Company Secretary as Compliance Officer for the period
starting from 01/04/2020 till 04/10/2020.
c. The company also failed to comply with Regulation 23(9) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for
September 2020 for disclosure of Related Party Transactions and file with Bombay Stock
Exchange (BSE) on time for which the company was imposed fine of Rs. 3 Lakhs.
d. As mandated under Secretarial Standards and various provisions of the Companies Act,
2013, the Company has failed to provide sufficient information as regards to circulation
of minutes of the various Board Meetings/ Committee meetings held during the year under
review.
MANAGEMENT EXPLANATION TO THE ABOVE SECRETARIAL AUDITORS QUALIFICATIONS:
a. The Company has appointed Mr. Sridhar Krishna as Chief Financial Officer on
15/09/2020.
b. The Company has appointed a Qualified Company Secretary on 05/10/2020.
c. The Company made application to BSE for waiving the fine and also rectified the
defect by filing the disclosure with BSE.
d. The company didnt have a full time Company Secretary for the continuous period
under review and neither there were any employee (except the office of Company Secretary
for limited period), owing to which, the company was tardy in maintaining and at some
instances in retrieving the circulation of minutes sent to the Directors whereas the
company has adhered to the other compliances in reporting the same duly to BSE/ROC/making
newspaper advertisements where ever mandated and as may be applicable. Although, no
Directors has raised any objection for the same and were continuously attending the
meetings and has taken or record the minutes circulated, except for the director Mr.
Partha Saradhi Pudhota, who continuously abstained himself from attending the meetings for
the FY 2020-21.
DETAILS IN RESPECT OF FRAUDS QUALIFICATIONS MADE, IF ANY REPORTED BY AUDITORS UNDER SUB
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:
There have been no frauds reported by the auditors u/s 143(12).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:
A. Conservation of energy
Your Company is not engaged in any manufacturing activity and thus its operations are
not energy intensive. However, adequate measures are always taken to ensure optimum
utilization and maximum possibility of saving of energy.
B. Technology absorption
Your Company has not undertaken any research and development activity for any
manufacturing activity nor was any specific technology obtained from any external sources
which needs to be absorbed and adopted.
Research and Development (R & D):
1. Specific areas in which R & D carried out by the Company:
The Company continues to focus and invest in R & D activities for developing and
improving the quality and enhancing the benefits of its software products. The Company is
a product oriented Company and the continuous development of new products and the existing
products is an ongoing exercise.
2. Benefits derived as a result of the R & D:
Research and development of new products & processes will continue to be of
importance to your Company. Products although have a longer gestation, are of higher
benefit to the Company and its profitability in the long run.
3. Future plan of Action:
The Company continues to strive for development and innovation of new products and
improving the existing ones in order to meet the changing requirements and to cater to
customer needs.
C. Foreign exchange earnings and outgo
The foreign exchange earned in terms of actual inflows during the year and the foreign
exchange outgo during the year in terms of actual outflows:
(Rs. in Lakhs)
| Particulars |
2020-2021 |
2019-2020 |
| Foreign exchange Earnings |
Nil |
130.79 |
| Foreign exchange Outgo |
Nil |
5,465.93 |
PARTICULARS OF REMUNERATION:
The information relating to remuneration of Directors and details of the ratio of the
remuneration of each Director to the median employees remuneration and other details as
required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure
- VI.
In accordance with Section 136 of the Companies Act, 2013 the same can be checked by
making a request through e-mail at comp.officer@sankhya.net between 14.11.2021 to
18.11.2021.
Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration Managerial
Personnel) Rule, 2014, there are no employees who are in receipt of remuneration of Rs.
102 Lakhs per annum or Rs. 8.5 Lakhs or more per month if employed for a part of the year.
BOARD POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are
available on our website (www.sankhya.net/policies.aspx). The policies are reviewed
periodically by the Board and updated based on need and new compliance requirement.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed
hereto as Annexure - II.
CEO/CFO CERTIFICATION:
Mr. Jagadees Kumar Morri, Resolution Professional of the Company have given a
certificate to the Board as contemplated in Regulation 17(8) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and is attached as Annexure-IV.
RISK MANAGEMENT POLICY:
All assets of the Company and other potential risks have been adequately insured.
The Company has policy for identifying risk and established controls to effectively
manage the risk. Further the company has laid down various steps to mitigate the
identified risk. The audit committee has additional oversight in the area of financial
risks and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
EMPLOYEE RELATIONS:
The relationship with the workmen and staff remained cordial and harmonious during the
year and the management received full co-operation from the employees.
DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD AND
SENIOR MANAGEMENT PERSONNEL
The Company has complied with the requirements about code of conduct for Board members
and Senior Management Personnel.
APPRECIATION:
The Board of Directors places on record its gratitude to Financial Institutions, Banks,
various State and Central Government Agencies and governments of various countries where
we had our operations. The Board also acknowledges the support of the shareholders of the
Company. The Board also places on record their deep sense of appreciation for the
committed services of all the employees of the Company.
|
For SANKHYA INFOTECH LIMITED |
|
Sd/- |
|
Jagadees Kumar Morri Resolution Professional |
| Place: Hyderabad |
IP Registration No.IBBI/IPA-001/ |
| Date: 03.11.2021 |
IP-P00398/2017-18/10716 |
+91-9892691696
