Today's Top Gainer
Note:Top Gainer - Nifty 50 More
The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended 31st March, 2019. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
The Companys performance during the financial year ended 31st March, 2019 is summarized below:
Standalone figures for the year ended
Consolidated figures for the year ended
|Revenue From Operations||16,404.73||17,798.01||16,404.73||17,798.01|
|Employee Benefit Expenses||9,420.28||9,783.21||9,420.28||9,433.21|
|Other Operating Expenses||1,194.64||1,430.17||1,194.67||1,430.17|
|Depreciation and Amortization Expense||1,002.35||829.30||1,002.35||829.30|
|Profit Before Exceptional and Extraordinary Items and Tax||(151.63)||847.98||(151.63)||847.98|
|Profit Before Tax||(151.63)||847.98||(151.63)||847.98|
|Less Mat Tax Credit Entitlement||-||(168.83)||-||(168.83)|
|Previous Years Tax Provision||-||(122.65)||-||(122.65)|
|Profit/(Loss) for the period||(160.57)||900.69||(160.57)||900.69|
|Basic and Diluted Earnings per Share (Rs.)||(1.22)||6.85||(1.22)||6.85|
REVIEW OF OPERATIONS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019
Standalone and Consolidated Financial Performance
Standalone & Consolidated Total Revenue for the current year is Rs. 16,422.79 Lakhs.
Standalone & Consolidated Profit / (Loss) before Exceptional and Extraordinary Items and Tax is Rs. (151.63) Lakhs.
Standalone & Consolidated Net Profit / (Loss) is Rs. (160.57) Lakhs.
Standalone & Consolidated basic and diluted Earnings per Share (EPS) is Rs. (1.22) for the year.
The Companys current year financial summary and highlights along with future outlook are mentioned in the Management
Discussion and Analysis Report annexed to this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company during the financial year.
However, after the closure of the financial year, IDBI Bank has initiated forensic audit, DRT and NCLT proceedings against the Company, but as on the date of the report the NCLT case has not been admitted.
INFORMATION ABOUT FINANCIAL PERFORMANCE / FINANICIAL POSITION OF THE SUBSIDIARIES/ BRANCHES/ASSOCIATES/JOINT VENTURES
The Company had three subsidiaries namely:
(a) Mahasena Info Technologies India Private Limited (b) Sankhya SARL, France (c) Sankhya US Corporation Since there were no operations in the local subsidiary Mahasena from F.Y. 2013-14 the Company has been closed and strike off notice from Ministry of Corporate Affairs has been received on 27.08.2018.
Similarly there have been no operations since F.Y. 2008-09 in rest of the two subsidiaries in France and USA and therefore they have been closed w.e.f. 01.07.2019.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the consolidated financial statements of the company has been prepared which forms part of this Annual Report. Further, a statement containing salient features of financial statements of subsidiary along with the extent of holding therein are provided in the Form AOC- 1 and is attached as Annexure-II which covers the performance and financial position of the subsidiaries. The financial position of the said Companies is also given in the Notes to Consolidated financial statements.
In accordance to the Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company are available on the website of the Company i.e. www.sankhya.net/investors.aspx. These documents will also be available for inspection at the registered office Company during working hours. The Company will also make available a copy thereof to any member of the Company who may be interested in obtaining the same.
There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act,
2013. There has been no material change in the nature of the business of the subsidiaries.
CONSOLIDATED FINANCIAL STATEMENTS (CFS)
The Consolidated Financial Statements of your Company for the financial year 2018-19 are prepared in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries, as approved by the respective Board of Directors.
As the Company has reported loss for the financial year 2018-19 and depending on funding requirements, future funding needs as per the Companys growth plans your Directors have not recommended payment of Dividend for the Financial Year 2018-19.
TRANSFER TO RESERVE
Duing 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.
During the financial the authorised share capital from Rs. 15,00,00,000 to Rs. 20,00,00,000.
PAID UP SHARE CAPITAL
The paid-up share Capital of the Company stands at Rs. 13,14,52,050/- (Rupees Thirteen Crores Fourteen Lakhs Fifty Two Thousand and Fifty Only) divided into 1,31,45,205 (One Crore Thirty One Lakhs Forty Five Thousand Two Hundred and Five Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
However, after the closure of the financial has allotted 14,51,852 equity shares to Promoter / Promoter Group on preferential basis on 05.07.2019 pursuant to coversion of warrants, as a result of the allotment of equity shares the paid-up share capital of the Company has increased from Rs. 13,14,52,050 (Rupees Thirteen Crores,
Fourteen Lakhs, Fifty Two Thousand and Fifty Only) to Rs. 14,59,70,570 (Rupees Fourteen Crores, Fifty Nine Lakhs, Seventy Thousand, Five Hundred and Seventy Only) divided into 1,45,97,057 (One Crore, Forty Five Lakhs, Ninety Seven Thousand and 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.
The Company has neither accepted nor renewed any of the deposits from public within the meaning of Section 73 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 Directors Report.
DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL
None of the directors of the company are disqualified 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.
In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Partha Saradhi Pudhota, (DIN: 07516057) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Mr. Anil Valluri (DIN: 02299684) and Mr. Bhaskar Pramanik (DIN: 00316650) were regularized as the Independent Directors of the Company for a term of 5 years pursuant to the shareholders resolution passed at the 21st Annual General Meeting of the Company.
Ms. Munmun Baid was appointed as Company Secretary & Compliance officeryear, the Company has increased Ms. Ruksana Sultana was appointed as a Chief Financial Officer of the Company w.e.f. 19.04.2019.
After the closure of the financial year, Mr. Ramamohan Reddy Yarragudi (DIN: 08517059) has been appointed as the Additional Director (Non-Executive, Independent Director) of the Company w.e.f. 23.07.2019 and Ms. Putcha Sarada has been appointed as the Additional Director (Non-Executive, Independent Director) of the Company w.e.f. 09.08.2019.
Ms. Aditi Jha, Company Secretary & Compliance Officer of yearthe Company the Company has resigned w.e.f. 31.08.2018 due to personal commitments.
After the closure of the financial year, Ms. N. Nalini has resigned w.e.f. 11.07.2019, Mr. Anil Valluri has resigned w.e.f. 24.07.2019 and Mr. Bhaskar Pramanik has resigned w.e.f. 23.07.2019 due to personal reasons.
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
Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors has constituted various committees of Board 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 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.
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.
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. A meeting of the Independent Directors was also held which reviewed performance of non-independent 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.
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 2018-19 are also disclosed on the Companys website at www.sankhya.net/policies.aspx.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 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, different product groups of the Company, operational performance of its various business segments and is attached as Annexure IV.
The Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.
A separate report on Corporate Governance is being presented as part of the Annual Report and is attached as Annexure I.
A declaration of Code of Conduct from Mr. Sridhar Krishna, Chairman and Managing Director forms part of the Corporate Governance Report.
M/s. Ravi Rajan & Co., Chartered Accountants in practice has certified that the Company has complied with the conditions of Corporate Governance as stipulated in Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the Company with Stock Exchange and is attached as
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/ploicies. aspx.
All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business.
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 potentialconflict with the interest of the Company at large. Your Directors draw attention of the members to Note 25(4) to the financial statement which sets out related party disclosures.
BOARD AND COMMITTEE MEETINGS
During the financial year 2018-19, five 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.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:
i. that in the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards have been followed and that there are no 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 the Company as at 31st March, 2019 and Statement of Profit and Loss of the Company for that period;
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 annual accounts for the financial year ended 31st March, 2019, on a going concern basis; v. that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi. That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CHANGE IN THE 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. After the closure of the financial committee has been re-constituted 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 endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has constituted an Internal Complaints Committee to consider and resolve the complaints reported to the Company. The committee has been re-constituted on 5th July, 2019 with Ms. Ruksana , Officer Mr.Sultana Sridharas KrishnaPresidingand Ms. Munmun Baid as Internal Members and Mr. Dasaripalla Joji as an External Member.
Also, During the Financial year ended 31st March, 2019 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
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
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Companys operations in future during the year under review.
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 yeartheCSR at every Annual General Meeting has been dispensed with.
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 FY. 2018-19.
Cost Audit is not applicable to your Company.
DETAILS IN RESPECT OF FRAUDS 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).
AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT
The Auditors Report does not contain any reservation, qualification or adverse remarks.
M/s. Ravi Rajan & Co., Statutory Auditors of the Company has submitted Auditors Report on the Standalone and Consolidated Financial Statements for the year ended on 31st March, 2019.
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 Board of Directors of the Company had appointed Ms. Charu Golash to undertake the Secretarial Audit of the Company for the year ended 31st March, 2019. The Secretarial Audit Report in the Form MR-3 is attached as Annexure-VIII.
The Secretarial Audit Report for the financial year ended 31.03.2019 contains the following qualifications:
a. The Company did not have Chief Financial officer as required under section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.
Management explanation to the above secretarial auditors qualification:
a. The Company has appointed Ms. Ruksana Sultana as the Chief Financial Officer of the Company w.e.f. 19.04.2019.
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 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)
|Foreign exchange earnings||16,396.24||17,773.68|
|Foreign exchange outgo||14,071.74||14,925.55|
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 VII. In accordance with Section 136 of the Companies Act, 2013 the same is open for inspection by the shareholders at the Registered Office of the Company during business hours on all working days, 21 days before the Annual General Meeting and copies may be made available on request.
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 or more per annum or Rs. 8.5 Lakhs or more per month if employed for a part of the year.
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 Extract of Annual Return prepared in Form MGT-9 as per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure III to this Report.
Mr. Sridhar Krishna, Chairman and Managing Director 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-V.
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.
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.
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 have 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 and on behalf of the Board of Directors of|
|Sankhya Infotech Limited|
|Date: 10.08.2019||Chairman & Managing Director|
|Place: Hyderabad||DIN: 00089548|