Softech Infinium Solutions Ltd Directors Report

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.

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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

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