To
THE SHAREHOLDERS OF M/s SOFTECHINFINIUM SOLUTIONS LIMITED.
Yours Directors have great pleasure in presenting the TWENTY FIRST ANNUAL Report of
your Company together with Audited statement of Accounts for the year 31st March, 2014.
FINANCIAL RESULTS:
The Financial results of the Company are as follows
|
Rs. in lakhs |
Rs. in lakhs |
|
2013-2014 |
2012-2013 |
| Sales and other Income |
8.80 |
629.29 |
| Gross Profit before Depreciation and Tax |
(2.14) |
60.55 |
| Depreciation |
49.82 |
52.96 |
| Profit/Loss before Tax |
(51.96) |
7.59 |
| Provision for Tax |
- |
1.45 |
| Profit after Tax |
(51.96) |
6.14 |
| Proposed Dividend |
- |
- |
| Surplus brought forward from previous year |
53.96 |
47.82 |
| Profit and Loss Account Carried over |
2.00 |
53.96 |
The above operational results are the same in respect of both consolidated and
Unconsolidated Financial Results as no transaction commenced by the New Zealand Subsidiary
Company ‘SOFTECHIN LIMITED’.
OPERATIONS AND PROSPECTS:
During the period under report, the Company was yet to recover from recession and
however, the company continues to explore expansion to e commerce and e education
activities during the forthcoming years. During the year under report, the company used
the resources for capacity build up and consolidation by identifying potential markets and
improving the products for future business.
During the year under report, Sales and other Income of the company is Rs. 8.80 Lakhs
as against Rs. 629.29 Lakhs in the previous year. The profit after tax is Rs. (51.96)
Lakhs as against Rs. 6.14 Lakhs in the previous year. The Board is not recommending
dividend for the year in the absence of profits.
DIRECTORS:
The directors had not drawn any sitting fee for attending Board Meetings and other
meetings during the year under report. Mr. M.Muraleedharan retires by rotation and seeks
reappointment. Your Directors recommends to appoint a woman director and independent
directors as required by the Companies Act, 2013.
AUDITORS:
The retiring auditor M/s. SB SB AND ASSOCIATES, Chartered Accountants retires at the
conclusion of this Annual General Meeting and a Certificate under section 139 of the
Companies Act,2013 has been received from them for reappointment. M/s SB SB AND
ASSOCIATES, Chartered Accountants was holding the office as Auditors for years 2011-12 and
2012-13. Prior to this, Mr. D.Sharath Kumar, Chartered Accountants was the auditor of the
company and Mr. D.Sharath Kumar, Chartered Accountants is a partner of M/s SB SB AND
ASSOCIATES. Further, pursuant to third proviso to Section 139(2) of the Companies Act,2013
the company is required to comply with the limits on number of years for appointment of
auditor within three years. Hence, it has been proposed and recommended for the
reappointment of retiring auditor M/s. SB SB AND ASSOCIATES, Chartered Accountants for the
period of three years to hold office from the conclusion this Annual General meeting till
the conclusion of Annual General Meeting to be held during year 2017
CONSERVATION OF ENERGY:
The Company continues efforts to conserve energy by economizing use of electricity.
RESEARCH AND DEVELOPMENT:
Nil
PARTICULARS OF EMPLOYEES U/S 217 (2A):
Nil
DIRECTORS’ RESPONSIBILITY STATEMENT:
Your Directors states that:
(i) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies applied by 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 or loss of the company for that period;
iii) 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; and
iv) the directors had prepared the annual accounts on a going concern basis.
#CGStart#
REPORT ON CORPORATE GOVERNANCE
During the year under report, your Company was having Four Directors out of which two
were Independent directors. Your company is complying with all the Listing requirements of
Corporate Governance.
1. A brief statement on companys philosophy on code of governance:
The Company is truly a professionally managed company with a qualified company
secretary (CS) and cost accountant (CMA) as Promoter of the Company with independent
directors in the Board of Directors.
2. Board of Directors: (Tear 2013-14)
(i) Composition and category of directors during the year:
| Promoter Professional Non Executive Chairman |
- 1 (One) |
| Promoter’s Relative Non Executive Director |
- 1 (One) |
| Independent Non Executive Directors |
- 2 (One) |
a. The Promoter Mr. Gopi Narayanan Yadav, Chairman is a Graduate in Commerce and Law.
He is a Corporate Professional with Software qualifications and experience as Systems
Analysts and Architect. Mr. Gopi Narayanan Yadav is fellow member of the Institute of
Company Secretaries of India (FCS) and Associate member of Institute of Cost Accountants
of India (ACMA). He is having rich corporate experience of over 30 years in the senior
management of various companies. Mr. Muraleedharan is a Graduate in Social Science and is
also a Master Graduate in ‘Gandhian Thought’ with over 23 years of experience as
a Finance & Investment Consultant. Mr. D.Subramanian is a qualified M.Sc., Chemistry,
DCA.,MS.PPM., Auto Cadd., MCSE., P.G.Diploma in Production Management with over 19 years
of industrial experience in reputed pharma companies such as Nicholas piramal India
ltd.,(Chennai) as Manager.(2004-2010), Sun pharmaceutical industries ltd., as manager
production.(2001- 2004), Kumar organics ltd., as Jr. manager production^ 1997-2001) and
Malladi Drugs & Biotics ltd., as officer.(1993-1997). The Company hopes to utilise his
knowledge & experience for the existing business as well as for diversification. Mr.
M. IYAMPERUMAL is a software professional, a Engineering Graduate (B.E) in Computer
Engineering.
| NAME OF DIRECTOR |
NATURE OF DIRECTOR |
NUMBER OF BOARD MEETINGS ATTENDED. TOTAL SEVEN (7) |
| Gopi Narayanan Yadav |
Chairman - Non Executive (Promoter) |
SEVEN ( 7 ) |
| M.Muraleedharan |
Director-Non Executive (Relative) |
SEVEN ( 7 ) |
| D.Subramanian |
Director - Non Executive Independent |
SEVEN ( 7 ) |
| M.Iyamperumal |
Director - Non Executive Independent |
SEVEN ( 7) |
(ii) Attendance of each director at the BOD meetings and the last AGM.
| SI. No. |
DATE OF BOARD MEETING / GENERAL MEETINGS |
ATTENDANCE OF DIRECTORS TOTAL SEVEN (7) BOARD MEETINGS , ONE (1) AGM |
| 1. |
03-05-2013 |
FOUR (4) |
| 2. |
30-05-2013 |
FOUR (4) |
| 3. |
30-08-2013 |
FOUR (4) |
| 4. |
02-09-2013 |
FOUR (4) |
| 5. |
28-09-2013 AGM |
FOUR (4) |
| 6. |
14-11-2013 |
FOUR (4) |
| 7. |
09-01-2014 |
FOUR (4) |
| 8. |
12-02-2014 |
FOUR (4) , |
(iii) Number of other BODs or Board Committees in which he/she is a member or
Chairperson:
| Name of the Director |
Name of Company |
BOD or Committees |
| GopiNarayanan Yadav / M.Muraleedharan |
GREEN WINSUN POWER PRIVATE LIMITED |
Chairman / Director |
| GopiNarayanan Yadav / M.Muraleedharan |
YADAVA DAIRY BEST PRIVATE LIMITED |
Chairman / Director |
| GopiNarayanan yadav |
YADAV MEDIA PRIVATE LIMITED |
Chairman |
| GopiNarayanan Yadav / M.Muraleedharan |
A2Z CLOUDSOFT PRIVATE LIMITED |
Chairman / Director |
| Gopi Narayanan Yadav/ D.Subramanian |
SYMED ECO BIOTECH PRIVATE LIMITED |
Chairman/ Director |
| Gopi Narayanan Yadav/ D.Subramanian |
MOON MARS HOUSING PRIVATE LIMITED |
Chairman/ Director |
| Gopi Narayanan Yadav/ D.Subramanian |
VAMSI BUSINESS ACADEMY PRIVATE LIMITED |
Chairman/ Director |
| Gopi Narayanan Yadav/ D.Subramanian |
ECCENTRIC ENGINEERING PROFESSIONAL CONSULTANCY PRIVATE LIMITED |
Chairman/ Director |
| D.Subramanian |
DUSUJA HEALTHCARE PRODUCTS PRIVATE LIMITED |
Chairman and Managing Director |
| Gopi Narayanan Yadav/ D.Subramanian |
TEBMA SHIPYARDS LIMITED (From 27/03/2013) |
Independent Director / Independent Director |
Number of BOD meetings held, dates on which held.
| NAME OF DIRECTOR |
NAME OF COMPANY |
DATES OF BOD |
| GopiNarayanan Yadav / M.Muraleedharan |
GREEN WINSUN POWER PRIVATE LIMITED |
21-06-2013, 30-08-2013, 25-10-2013,31-03-2014 |
| GopiNarayanan Yadav / M.Muraleedharan |
YADAVA DAIRY BEST PRIVATE LIMITED |
21-06-2013,30-08-2013, 25-10-2013,31-03-2014 |
| GopiNarayanan Yadav |
YADAV MEDIA PRIVATE LIMITED |
21-06-2013,30-08-2013, 25-10-2013,31-03-2014 |
| GopiNarayanan Yadav / M.Muraleedharan |
A2Z CLOUDSOFT PRIVATE LIMITED |
21-06-2013,30-08-2013, 09-11-2013,31-03-2014 |
| Gopi Narayanan Yadav/ D.Subramanian |
SYMED ECO BIOTECH PRIVATE LIMITED |
21-06-2013,09-08-2013, 09-11-2013,31-03-2014 |
| Gopi Narayanan Yadav/ D.Subramanian |
MOON MARS HOUSING PRIVATE LIMITED (Date of Incorporation 25/10/2013) |
13-11-2013, 03-12-2013, 31-03-2014 |
| Gopi Narayanan Yadav/ D.Subramanian |
VAMSI BUSINESS ACADEMY PRIVATE LIMITED (Date of Incorporation 20/11/2013) |
23-11-2013, 03-12-2013, 31-03-2014 |
| Gopi Narayanan Yadav/ D.Subramanian |
ECCENTRIC ENGINEERING PROFESSIONAL CONSULTANCY PRIVATE LIMITED (Date of Incorporation
18/10/2013) |
13-11-2013,03-12-2013, 31-03-2014 |
| D.Subramanian |
DUSUJA HEALTHCARE PRODUCTS PRIVATE LIMITED |
21-06-2013, 30-08-2013, 09-11-2013,31-03-2014 |
| Gopi Narayanan Yadav/ D.Subramanian |
TEBMA SHIPYARDS LIMITED (From 27/03/2013) |
NIL |
3. Audit Committee.
(i) Composition and category of directors:
| Independent Non Executive Chairman |
- 1 ( One) |
| Promoter Group Non Executive Member |
- 1 (One) |
| Independent Non Executive Member |
- 1 (One) |
| SI. No. |
NAME OF DIRECTOR |
NATURE OF DIRECTOR |
NUMBER OF COMMITEE MEETINGS ATTENDED. TOTAL FIVE (5) |
| 1. |
D.Subramanian |
CHAIRMAN-Non Executive Independent |
FIVE (5) |
| 2. |
Gopi Narayanan Yadav |
MEMBER-Non Executive (Promoter) |
FIVE (5) |
| 3. |
M.Iyamperumal |
MEMBER-Non Executive Independent |
FIVE (5) |
(ii) Attendance of each director at the COMMITTEE meetings.
| SI. No. |
DATE OF COMMITTEE MEETING. |
ATTENDANCE OF DIRECTORS TOTAL FIVE (5) COMMITTEE MEETINGS. |
| 1. |
30-05-2013 |
THREE (3) |
| 2. |
30-08-2013 |
THREE (3) |
| 3. |
02-09-2013 |
THREE (3) |
| 4. |
14-11-2013 |
THREE (3) |
| 5. |
09-01-2014 |
THREE (3) |
4. Nomination and Remuneration Committee.
(i) Composition and category of directors:
| Independent Non Executive Chairman |
- 1 ( One) |
| Promoter Group Non Executive Member |
- 1 (One) |
| Independent Non Executive Member |
- 1 (One) |
| SI. No. |
NAME OF DIRECTOR |
NATURE OF DIRECTOR |
NUMBER OF COMMITEE MEETINGS ATTENDED. TOTAL FIVE (5) |
| 1. |
D. Subram anian |
CHAIRMAN-Non Executive Independent |
FIVE (5) |
| 2. |
Gopi Narayanan Yadav |
MEMBER-Non Executive (Promoter) |
FIVE (5) |
| 3. |
M.Iyamperumal |
MEMBER - Non Executive Independent |
FIVE (5) |
(ii) Attendance of each director at the COMMITTEE meetings.
| SI. No. |
DATE OF COMMITTEE MEETING. |
ATTENDANCE OF DIRECTORS TOTAL FIVE (5) COMMITTEE MEETINGS. |
| 1. |
30-05-2013 |
THREE (3) |
| 2. |
30-08-2013 |
THREE (3) |
| 3. |
02-09-2013 |
THREE (3) |
| 4. |
14-11-2013 |
THREE (3) |
| 5. |
09-01-2014 |
THREE (3) |
5. Shareholders Committee.
(i) Composition and category of directors:
| Independent Non Executive Chairman |
- 1 ( One) |
| Promoter Group Non Executive Member |
- 1 (One) |
| Independent Non Executive Member |
- 1 (One) |
| SI. No. |
NAME OF DIRECTOR |
NATURE OF DIRECTOR |
NUMBER OF COMMITEE MEETINGS ATTENDED. TOTAL FIVE (5) |
| 1. |
D.Subramanian |
CHAIRMAN-Non Executive Independent |
FIVE (5) |
| 2. |
Gopi Narayanan Yadav |
MEMBER-Non Executive (Promoter) |
FIVE (5) |
| 3. |
M.Iyamperumal |
MEMBER-Non Executive Independent |
FIVE (5) |
(ii) Attendance of each director at the COMMITTEE meetings.
| SI. No. |
DATE OF COMMITTEE MEETING. |
ATTENDANCE OF DIRECTORS TOTAL FIVE (5) COMMITTEE MEETINGS. |
| 1. |
30-05-2013 |
THREE (3) |
| 2. |
30-08-2013 |
THREE (3) |
| 3. |
02-09-2013 |
THREE (3) |
| 4. |
14-11-2013 |
THREE (3) |
| 5. |
09-01-2014 |
THREE (3) |
6. General Body meetings.
(i) Location and time, where last three AGMs / EGM held.
| MEETING |
DATE |
TIME |
PLACE |
| 18th AGM |
29-9-2011 |
10.35 A.M |
Softech’s R&D Technology Centre, No. 1, Precision Plaza, New No.397, Anna
Salai, Near Vanavil, Teynampet, Chennai - 600 018 |
| EGM |
10-9-2012 |
10.05 A.M |
Softech’s R&D Technology Centre, No. 1, Precision Plaza, New No.397, Anna
Salai, Near Vanavil, Teynampet, Chennai - 600 018 |
| 19th AGM |
29-9-2012 |
10.35 A.M |
Softech’s R&D Technology Centre, No. 1, Precision Plaza, New No.397, Anna
Salai, Near Vanavil, Teynampet, Chepnai - 600 018 |
| 20th AGM |
28-9-2013 |
11.00 A.M |
(Registeredoffice: No.29, Precision Plaza, New No. 397, Anna Salai, Near Vanavil,
Teynampet, Chennai 600 018. |
(ii) Whether any special resolution passed in the previous 3 AGMs / EGM: YES
(iii) Whether any special resolution passed last year through postal ballot - details
of voting pattern: NIL
(iv) Person who conducted the postal ballot exercise NOT APPLICABLE
(iv) Whether any special resolution is proposed to be conducted through postal ballot:
NO
(v) Procedure for postal ballot: NOT APPLICABLE
7. Disclosures.
(i) Disclosures on materially significant related party transactions that may have
potential conflict with the interests of company at large. NIL
(ii) Disclosure of accounting treatment, if different, from that prescribed in
Accounting Standards with explanation. NIL
(iii) Details of non-compliance by the company, penalties, strictures imposed on the
company by Stock Exchange or SEBI or any statutory authority, on any matter related to
capital markets, during the last three years: Nil
(iv) Whistle Blower policy and affirmation that no personnel has been denied access to
the audit committee.
The company implemented adequate mechanism for employees to report to the management
the unethical behavior, actual or suspected fraud or violation of the company’s code
of conduct or ethics policy. This mechanism provides adequate safeguards of secrecy of
informants against victimization of employees. It provides for direct access to the
Chairman of the Board of Directors and to Chairman of other committee of directors
including Audit Committee. The details of the mechanism has been duly communicated to and
understood by all the employees within the organization.
8. Means of communication. All statutory communications are made by post and replies
made to shareholders promptly.
9. Shareholder information: Shares are listed and traded at Madras and Mumbai stock
Exchanges. Demat with NSDL and CDSL Vide ISIN INE 181K 01019.
(i) Registrar and Transfer Agents: Cameo Corporate Services Limited,
No.l, Club House Road, Chennai -600 002.
(ii) Address for correspondence: Suit No. 29, Precision Plaza, New No.397,
Anna Salai, Near Vanavil, Teynampet, Chennai - 600 018
10. Other Requirements: Necessary Certificate from CEO / Chairman and Compliance
certificate from auditors pursuant to clause 49 of the Listing Agreement are annexed to
this report.
ACKNOWLEDGEMENT:
Your Directors place on record their appreciation of the valuable contribution and
unstinted efforts and spirit of dedication shown by the employees of the Company during
the year. They also acknowledge with thanks the assistance and the Cooperation extended to
your Company by the bankers.
|
On behalf of the Board of Directors |
| Place: Chennai |
|
| Date: 03rd September 2014 |
GOPI NARAYANAN YADAV |
|
Chairman |
#CGEnd#
+91-9892691696
