Telesys Info Infra (I) Ltd Directors Report.

Your Directors are glad to present the 26th Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2018.

FINANCIAL HIGHLIGHTS:

(Rs.)
Particulars 31.03.2018 31.03.2017
Income 1,99,32,229 1,92,63,309
Profit / (Loss) before Depreciation and Tax 2016813 1,22,90,237
Less: Depreciation 302313 3,39,386
Profit/ (Loss) Before Tax 1714500 (1,26,29,623)
Provision for Taxation - Current 329870 9,32,182
Provision for Deferred Tax Asset -38228 1,19,023
Profit/ (Loss) After Tax 1422858 (1,36,80,828)

OPERATIONAL REVIEW

During the year under review, the company has earned a Net profit of Rs. 1422858/- as against a loss of Rs. 1,36,80,828/- during the previous year. The financial results of the company compared to the previous year are summarized as under:

DIVIDEND:

Your directors do not recommend any dividend during this year.

MATERIAL CHANGES AND COMMITMENTS:

As per CHAPTER V COMPULSORY DELISTING the Company has been delisted without giving any proper Notice to the Company, against which the Company is approaching SAT to take the corrective measures.

DEPOSITS AND LOANS/ ADVANCES:

The Company has not accepted any public deposits during the financial year.

CHANGES IN NATURE OF BUSINESS, IF ANY:

During the year under review the Income of the Company from financial asset has crossed 50% of its gross Income due to which the Company is required to make an application with the Reserve Bank of India under Section 45-IA of the RBI Act, 1934. Before making the application there is a requirement for change in object subject to the prior approval of RBI and the members of the Company. The same has been put for special Resolution under agenda No.4 of the Notice.

AMOUNT TRANSFERRED TO RESERVES:

During the year, the company has not transferred any amount to Reserve account.

CHANGES IN THE CAPITAL :

There is no change in the authorized, issued, subscribed and paid up capital of the Company during the year.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

Company does not have any subsidiary, Joint venture or associate company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

EXTRACT OF ANNUAL RETURNS:

The extract of the Annual Returns is required pursuant to section 92(3) of the Companies Act, 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 1.

MEETINGS OF THE BOARD OF DIRECTOR:

The board of directors met Five [5] times during the financial year on 26.05.2017, 12.07.2017, 16.10.2017, 10.01.2018 and 19.01.2018

DIRECTORSS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, The Board of Directors of the company confirms 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 of the company for that period;

(c) The directors have 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 system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

STATUTORY AUDITORS:

M/s. Parthasarathy Sankaran & Associates, Chartered Accountants, has been appointed as Statutory Auditors of the Company to hold the office for the period of 5 years from the conclusion 25th AGM until the conclusion of the 30th AGM of the company, subject to ratification by the members of the Company every year at such remuneration as may be decided by the Board of Directors of the company with the consultation of the said audit firm.

The Audit Committee at its meeting has recommended the reappointment of the Auditors.

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 future comments. The Report given by the Auditors is part of the Annual Report as Annexure-2.

COST AUDIT

The Cost audit in terms of the Companies (Cost Accounting Records and Compliance) Rules, 2011, is not applicable to your company during the year.

SECRETARIAL AUDIT REPORT:

The Secretarial audit report as provided by Mr. Amarendra Mohapatra, Practicing Company Secretary for the financial year ended 31st March 2018 is annexed as Annexure -3.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans guarantees or investments made that fall under the ambit of section 186, during the year under review

RRELATED PARTY TRANSACTION:

There was no related party transaction during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO :

A. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

B. Foreign Exchange Earnings And Outgo

There were no foreign exchange earnings and outgo during the year under review

RISK MANAGEMENT POLICY :

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND REMUNERATION :

There was no change in the composition of the board during the year.

No remuneration has been paid to any director of the company during the year.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not meet criteria of Section 135 of the Companies Act, 2013 read with the Companies(Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility committee.

CORPORATE GOVERNANCE:

Report of Corporate Governance along with the Certificate of the Auditors, confirming compliance of conditions of Corporate Governance as stipulated in the Agreement with the Stock Exchanges form part of the Board Report.

INDEPENDENT DIRECTORS:

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

INDEPENDENT DIRECTORS and DECLARATION

Mr. Thavachithan Vaithylingam Palaniswamy, Smt. Rajendhiran Eswari Angali has been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 for a term of 5 consecutive years on the Board of the Company.

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

VIGIL MECHANISM

The company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal) Act, 2013:

The company has in Place of Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the work place(Prevention , Prohibition Prohibition & Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Yours Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government authorities, customers, vendors and shareholders during the year under review.

Your director also wish to place on record their deep sense of appreciation for the committed service of the executives, staff and workers of the company.

By Order of the Board of Directors
For Telesys Info Infra (India) Limited
Sd/- Sd/-
Date : 14-08-2018 Heerachand Jain J. Rajendhiran
Place : Chennai Director Director
Din: 01319086 DIN: 01784664