senthil infotek ltd share price Directors report

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.

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.

During the year under review, the Company has transferred the Net Profit of Rs. 0.45 lakhs to Reserve and Surplus of the Company.

During the year under review, there was no change in the nature of business of the Company.

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.

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.

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

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.

14. MEETINGS OF BOARD OF DIRECTORS

15. AUDIT COMMITTEE

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.

16. NOMINATION AND REMUNERATION COMMITTEE

Meeting

One Meeting of Nomination and Remuneration Committee was held on 12.08.2022 during the period under review.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE

Meeting

One Meeting of Stakeholders Relationship Committee was held on 29.12.2022 during the period under review.

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:-

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

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

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.