Seshachal Technologies Ltd Directors Report.

To The Members.

Your Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. Financial summary or highlights/Performance of the Company (Standalone) The Boards Report shall be prepared based on the stand alone financial statements of the company.

(In Lakhs)

Particulars 2017-18 2016-17
Revenue from Operations 11.46 -
Other Income 0.05 -
Total Income 11.51 -
Expenditure other than Depreciation 5.43 2.14
Profit Before Depreciation And Tax 6.08 (2.14)
Depreciation - 0.03
Profit Before Tax 6.08 (2.17)
Tax 1.12 -
Net Profit 4.96 (2.17)
Equity Share Capital 69.43 694.36
Reserves 0.26 (629.62)
Cash EPS 0.71 (0.03)

2. Performance:

During the year 2017-18, the Company has achieved a turnover of Rs. 11.46 lakhs against a nil turnover in the previous year and achieved a net profit of Rs.4.96 lakhs in this financial year. The company is in the process of improving its turnover in the coming years. The company is successful in overcoming certain barriers and making itself efficient to compete in the industry and hopes to improve its performance in the coming years. The Company main business is software services. We expect ensuing financial year to be more fruitful as the company is setting the floor for achieving its targets.

3. Dividend

The company has not declared any Dividend during the Financial Year.

4. Reserves

Since, the company has not declared the dividend during the financial year transfer of amount from profits to reserves does not arise.

5. Deposits

Your Company has not accepted any deposits covered by the provisions of Section 73 of the Companies Act, 2013 and the Rules framed there under.

6. Directors and Key Managerial Personnel

The Board of Directors has been duly constituted and Shri Ch Narendra who retires by rotation and being eligible offers himself for re-appointment is proposed for his reappointment.

Mr. Sourav Jain (DIN:07226264), was appointed as Additional Director of the Company with effect from 21st May,2018 and who holds office till the ensuing Annual General Meeting. Taking into consideration his experience and capabilities, the company felt the need to appoint him as a Whole-Time Director of the Company. Your Directors recommend his appointment as Whole-Time Director of the Company.

Apart from that, there were no other changes in the Directors or Key managerial personnel of the Company.

7. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

8. Declaration by an Independent Director(s) and re- appointment, if any

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received from all independent directors. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

9. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six Board Meetings and four Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

11. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiaries/Joint Ventures/Associate Companies.

12. Internal Audit & Controls

During the year, the Company continued to implement his suggestions and recommendations to improve the control environment. His scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

13. Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.seshachal.com under investors/policy documents/Vigil Mechanism Policy link.

14. Extract of Annual Return

As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure I.

15. Particulars of contracts or arrangements with related parties

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as Annexure II (Format enclosed)

16. Particulars of loans, guarantees or investments under section 186

Details of Loans: NA

Details of Investments:-NA

Details of Guarantee / Security Provided: NA

17. Auditors

M/s. L N P & Co; Charted Accountants, Statutory Auditors of the Company were appointed at the previous Annual General Meeting of the Company. The Auditors have expressed their unwillingness to continue as Statutory Auditors due to their pre-occupations with other assignments and inability to devote time to the affairs of our company.

The Company has received consent and willingness from M/s. Sharad Chandra Toshniwal & Co ( FRN: 015888S), Chartered Accountants to act as Statutory Auditors of the Company. Taking into account the experience and expertise of the statutory auditor, your Directors recommend the appointment of M/s. Sharad Chandra Toshniwal & Co, Chartered Accountants as Statutory

Auditors, who shall be holding office from the conclusion of this meeting till the conclusion of the 28th Annual General Meeting of the Company.

Auditors Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. VCSR & Associates, Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report.

Reply to the Qualification for the observation made by the Secretarial Auditor:

The Company is looking out for the best candidates who are suitable having the caliber to occupy the positions of key managerial personnels. The company is yet to receive the Shareholding pattern from the Registrars and Share Transfer Agents for the said period.

18. Particulars of Employees

During the period under review, no employee of the Company is employed throughout the financial year and in receipt of remuneration of Rs.60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. Corporate Governance Certificate

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in the Listing regulations shall be annexed with the report.

20. Management Discussion And Analysis Report

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March 2018.

21. Conservation of energy, technology absorption and foreign exchange earnings and outgo- NA

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy; Not Applicable

(b) Technology absorption: Not Applicable

(c) Foreign exchange earnings and Outgo: Not Applicable

22. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

23. Listing With Stock Exchanges

The Companys Equity Shares are listed in Bombay Stock Exchange Limited (BSE) and the confirms that it has paid the Annual Listing Fees for the year 2017-18 to BSE.

26. Corporate Social Responsibility (CSR):

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company, yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

27. Reduction of Capital

The company has received in principal approval for reduction of share Capital from Bombay Stock Exchange and the High Court has approved the same.

The Exchange has noted the confirmation given by the company stating that the scheme does not in way violate or override or circumscribe the provisions of the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the companies Act 2013, the rules, regulations and guidelines made under these Acts, and the provisions of the Listing Agreement or the requirements of BSE Limited (BSE).

28. DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has been employing about 5 women employees in the Company. The Company has in place an sexual harassment policy& committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary) are covered under the policy. There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

29. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There were no material changes and commitments affecting financial position of the Company between 31st March,2018 and the date of Boards report.

30. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review and date of the Boards report, there was no change in the nature of business.

31. EVENT BASED DISCLOSURES:

Issue of Equity Share: N.A

Issue of Shares with Differential Rights: N.A

Issue of Shares under Employees Stock Option Scheme: N.A

Disclosure on Purchase by Company or giving of loans by it for purchase of its shares: N.A

Buy Back of shares: N.A

Disclosure about revision: N.A

Change of Name: N.A

Preferential Allotment of Share: N.A

32. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors
Seshachal Tehnologies Limited
SD/- SD/-
Place: Hyderabad Anita Chitturi Sourav Jain
Date: 03.07.2018 Managing Director Whole-Time Director
(DIN:02873548) (DIN:07226264)