southern infosys ltd share price Directors report

To,

The Members,

Your Directors have immense pleasure in presenting the 29^th Annual Report together with the standalone and consolidated financial statements of the company for the financial year ended 31^st March,2023.

1. SUMMARY OF FINANCIAL RESULTS

The summarized financial result for the year ended 31^st March,2023 and corresponding previousycar ended 31st March, 2022 are as follows:

(Amounts in Lakhs)

Particulars	2022-23	2021-22
Total Revenue	1101.09	1507.19
Profit before depreciation and taxes	18.76	16.77
Profit before taxes	10.01	9.57
Provision for taxes ( Inc. Deferred taxes)	3.96	3.17
Profit for the year after taxes	6.05	6.40

2. FINANCIAL PERFORMANCE AND STATE OK AFFAIRS OK HIE COMPANY

During the year under review, your Company has earned a total revenue of Rs l 1,01,08,637/- as compared total revenue of Rs. 15,07,19,819/- in the preceding financial year. However, the company could manage marginally higher profits before tax as compared to the previous financial year.

On consolidated basis, total Net profits earned by your company is Rs. 8,21,717/- as compared to total Profit of Rs. 7,49,884/- in last financial year. Directors of your company have been vigorously working on to acquire more order to increase the companys profits.

3. DIVIDEND

In view of the increased requirement of funds for the future business growth, the entire profits are retained for the operations and working of the company. Therefore, Board does not recommend any dividend for the financial year ended 31st March.2023.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of Business during the financial year

5. SHARE CAPITAL

The paid up equity share capital as on 31" March, 2023 is Rs 5,02,00,000/-.During the year under review there is no change in the paid up, issued, or subscribed share capital of the company. Further the company has neither issued any other class of share such as shares with Differential Rights nor granted any stock options etc during the year.

Equity Shares of your Company are listed presently at BSE Limited (BSE)

6. TRANSFER TO RESERVES

For the Financial Year under review your Directors recommend the transfer of entire net profit of Rs 6,02,780/- to the reserve and surplus. With this transfer, the total reserves of the company shall stand at Rs. 30,85,002/-.

7. DIVIDEND DISTRIBUTION POLICY ( TOP 500)

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Second Amendment) Regulations, 2016, is not applicable on your company during the year under review.

8. DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of section 73 of The Companies Act. 2013 read with the Companies (Acceptance of Deposits) Rule 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. is annexed as part of this report at Annexure-1

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSON

DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Deepali Sharma, director of the Company retires by rotation and being eligible, offers herself for re-appointment in the Annual General Meeting.

Brief resume of Mrs. Deepali Sharma, nature of her expertise in functional areas and the name of the companies in which she holds Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Companies Act, 2013 and applicable Secretarial Standards are given in the notice convening the Annual General Meeting.

Mrs. Kriti Bareja, director of the Company retires by rotation and does not offer herself for rc-appointment.

The enabling resolution for approval is appearing in the Notice calling 29th Annual General Meeting of the company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SF.BI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board. Independent Directors fulfill the conditions specified in the Act. Rules made there under and Listing Regulations.

BOARD EVALUATION

Pursuant to the corporate governance requirements as prescribed in the Companies Act. 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),

Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance. Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent directors being evaluated.

BOARD AND COMMITTEE MEETINGS

During the year under review 6(Six) Board Meetings and 04 (Four) Audit Committee Meetings were convened and held apart from other Committees meetings of the Company. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

As on March 31, 2023, the Board has the following 3 (Three) Committees viz: Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

1. AUDIT COMMITTEE

Presently, the Audit Committee comprises of Three Member Directors viz.

1. Mr. Dharemndra Singh, Independent Director, (Chairman)

2. Mr. Rajiv Mishra, Independent Director, (Member)

3. Mr. R.M. Sharma, Non-Executive Director, (Member)

The Committee met four times during the year and not more than four months elapsed between two meetings.

All recommendations made by the Audit Committee were accepted by the Board during the year 2022-23.

2. NOMINATION AND REMUN RATION COMMITTEE

The Company had constituted a Nomination and Remuneration Committee comprising of three Member Directors viz.

1. Mr. Dharmendra Singh. Independent Director (Chairman)

2. Mr. Rajiv Mishra Independent Director (Member)

3. Mr. R.M. Sharma, Non-Executive Director (Member)

All are non-executive directors and more than half are independent. Chairman of the committee is an independent director.

The Committee met once (01) during the year, w hich was attended by all the members of the committee and discussed the remuneration policy

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

Presently the Stakeholders Relationship Committee consists of

1. Mr. Rajiv Mishra, Independent Director. (Chairman)

2. Mr. Dharmendra Singh, Independent Director. (Member)

3. Mr. Rakesh Mohan Sharma,Non Executive Director (Member)

The Committee, inter-alia, approves issue of duplicate certificates, oversees and reviews all matters connected with the securities transfers. The Committee also looks into Redressal of shareholders/investors complaints. The Committee oversees the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of investor services. The Company Secretary acts as the Secretary to the Committees. In order to expedite the process of share transfers, the Board of Directors have nominated a Committee, who normally attends to the transfer and other related matters within a period of 10 days. The Committee of Officers operates subject to overall supervision and directions of Stakeholders Relationship Committee.

The Committee met once (01) during the year, which was attended by all the members of the committee

Company Secretary cum Compliance Officer acts as Secretary to the Committee. The company is registered on SCORES (SEBI Complaints Redress System). Details of Complaints received and addressed during the year arc given below:

Particulars	No. of Complaints
Total Compliant Received	NIL
Total Compliant Replied	NIL
Total Compliant Pending	NIL

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the Companies Act, 2013 and the SEBI Listing Regulations, the policy of the Company on Directors appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters is governed by the Nomination and Remuneration Committee.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013,with respect to Directors Responsibility Statement, your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure was made for the same.The financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act, 2013 (the "Act"), readwith the relevant rules made thereunder and other accounting principles generally accepted in India:

b) That 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 lair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ended on March 31,2023;

c) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) Those proper systems had been devised to ensure compliance with the provisions of all applicable laws and were adequate and operating effectively.

12. COMPLIANCE WITH SECRETRIAL STAN PARS ON BOARD AND ANNUAL GENERAL MEETING

The Board has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

13. ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 arc annexed herewith as Anncxurc -11

14. RELATED PARTY TRANSACTION

All Related Party Transactions that were entered into during the financial year ended on March 31. 2023 were on an arms length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations.

Details of the transactions with Related Parties are provided in the accompanying financial statements in compliance with the provision of Section 134(3)(h) of the Act.

During the year, the company has entered into the contracts / arrangements with the Related Parties pursuant to Section 188 (1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Disclosures as required under form AOC-2 are annexed herewith as Annexure - III

15. PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED.

Pursuant to Section 134(3)(g) of the Companies Act. 2013 particulars of loans, guarantees or investments and securities provided under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the accompanying financial statements.

16. CORPORATE SOCIAL RESPONSIBILITY

The provision of section 135 of the Companies Act. 2013 is not applicable on your company during the under review.

17. PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATES COMPANIES

The Board reviews the affairs of the Companys Associates at regular intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company which form part of this Annual Report. Further, a statement containing

salient features of the Financial Statement of the Companys associate is given in prescribed form AOC- I and is annexed as part of this report as Annexure - IV.

18.CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3) (m) of the Companies Act,2013 read with Rule 8 of The Companies (Accounts) Rules,2014, is annexed as part of this report as Annexure- V.

19. STATUTORY AUDITORS AND REPORTS

In 26™ Annual General Meeting of the company, M/s V. Sahai Tripathi & Co. Chartered Accountants, (1CAI Firm RegistrationNo.000262N) were re-appointed as Statutory Auditors of the Company to hold office till the conclusion of the 31^st Annual General Meeting to be held in the calendar year 2026. There is no change envisaged in their position. The requirement of seeking ratification of appointment of statutory¹ auditors at every annual general meeting is no more required pursuant of amendments brought by the Companies Amendment Act. 2017.

All observations made in the Audit Report on Financial Statements are self-explanatory and do not call for any further comments under section 134 of the Companies Act, 2013

20. SECRETARIAL AUDITORS AND REPORT

M s Nitin Bhatia & Co., practicing company secretary, were appointed to conductthe secretarial audit of the Company for the financial year2022-23 pursuant to Section 204 of the Companies Act,2013 and Rules made there under. TheSecretarial Audit Report for financial year 2022-23 forms part of the Annual Report asAnnexureto this Directors Report as Annexure- VI

The Secretarial AuditRcport does not contain any qualification, reservationor adverse remark.

21. COST AUDITOR

Section 148 of the Companies Act is not Applicable to the Company. Hcncccompany is not required to appoint a cost auditor.

22. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures forensuring the orderly and efficient conduct of its business.including adherence to the Companys policies, thesafeguarding of its assets, the prevention and detection offrauds and errors, the accuracy and completeness of theaccounting records, and the timely preparation of reliablefinancial disclosures.

23. CORPORATE GOVERNANCE

Since the paid up capital of the company is less than Rs.10 Crores and the net worth of the Company is less than Rs.25 Crores, the relevant provisions of Regulations 17, 18, 19.20,21,22.23.24,25,26*27. and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, are not applicable to the Company, hence corporate governance report is not enclosed to Directors Report.

24. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN TI1E END OF THE FINANCIAL YEAR 2022-23 AND THE DATE OF THIS REPORT

There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 2023 and the date of this report affecting financial position of the Company

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Rcdrcssal) Act,2013 (‘Act) and Rules made there-under,the company has zero tolerance for sexual harassment in workplace. During the year, the Company has not received any complaint of sexual harassment.

There was no case field during the year under the Sexual Harassment of women at workplace under the Workplace (Prevention. Prohibition & Redressal) Act.2013. Further, company ensures that there is a healthy and safe atmosphere for women employees at workplace and made the necessary policy for staff and secure environment for women employee.

No. of complaints received: NIL • No. of complaints disposed off: NIL

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly. Vigil Mcchanism/Whistle Blower Policy was formulated which provides a robust framework for dealing with genuine concerns & grievances. The Policy provides for adequate safeguard against victimization of employees who avail the mechanism and also provides direct access to the Chairperson of the Audit Committee. Specifically, employee can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. The same has also been displayed on the website of the Company.

27. RISK MANAGEMENT

The Company has laid down the procedures to inform Board Members about risk assessment and mitigation procedures. The Board of Directors of the Company has framed risk management policy and created appropriate structures with proper delegation of duties and responsibilities of employee at each level on enterprise basis for compliances thereof which are periodically reviewed by the management, internal auditors, statutory auditors and the Audit Committee.

28. LISTING OF KOI ITY SHARES

Your companys shares arc listed with the BSE Limited. The listing fee has been duly paid for the financial year 2023-2024.

29. REMUNERATION TO DIRECTOR AM) KEY MANAGERIAL PERSONS.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointmcntand Remuneration of Managerial Personnel) Rules, 2014. The ratio of remuneration of each Director to the median employees remuneration and other details in terms of

Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules. 2014.

Sr. No.	Information Required	Input
1.	The ratio of the remuneration of each director to the median remuneration	Mr. Siddharth Sharma: 1:1
	*Thcse ratios are calculated on the basis of median salary of Rs. 6.00 lakh
2.	The percentage increase in remuneration of each Director, chief Financial Officer, Chief Executive Officer. Company Secretary or Manager, ifany, in the financial year.	WTD- 25% Company Secretary-28%
3	The percentage increase in the median remuneration of employees in the financial year	Nil
4.	The number of permanent employees on the rolls of company	9
5.	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out, if there are any exceptional circumstances for increase in the managerial remuneration.	NA
6.	Affirmation that the remuneration is as per the remuneration policy of the Company	Yes
7.	Statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee who-
	(I) if employed throughout the financial year, was in receipt remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;	NIL
	(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;	NIL
	(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the ease may be, at a rate which, in the aggregate, is in execss of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.	NIL

30. GENERAL

Your Directors state that no disclosure or reporting isrcquired in respect of the following items as there were no transactions on these items during the year under review:

I. Details relating to deposits covered under Chapter V ofthe Act.

II. Issue of equity shares with differential rights as todividend. voting or otherwise.

JL1I. Issue of shares (including sweat equity shares and ESOP) toemployees of the Company under any scheme.

IV. No significant material orders have been passed by thcRegulators or Courts or Tribunals which would impaetthe going concern status of the Company and its future.

31. CEO / CFO Certification in terms of Regulation 17(8) of Listing Regulations, Managing Director and CFO has given a compliance certificate to the Board of Directors as specified in Part B of Schedule II of Listing Regulations and forming part of this report as Annexure - VIL

32. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKKIPCV CODE. 2016

During the period under review, there were no applications made or proceeding in the name of the company under Insolvency and Bankruptcy Code, 2016.

33. DETAILS OI DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMM AND VALUATION WHILE AVAILING LOAN FROM BANKS AM) FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institution

34. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator or Court, which would impact the going concern status of the company and its future projections.

35. APPRECIATION AND ACKNOWLEDGMENTS.

We thank our customers, business associates and bankers for theircontinued support during the financial year. We also place on record our sincere appreciation for the enthusiasm and commitment of Companys employees for the growth of the Company and look forward to their continued involvement and support.