Mar 31, 2018
Dear Shareholders,
The Directors are pleased to present the 21st Annual Report along with the audited financial statements, for the financial year ended 31st March, 2018. The Consolidated performance of the company and its subsidiaries has been referred to wherever required.
FINANCIAL SUMMARY
The Company''s operating performance during the financial year ended 31st March, 2018 is summarized below:
(Rs. in Lakhs)
Particulars |
Standalone figures for the year ended |
Consolidated figures for the year ended |
||
31-03-2018 |
31-03-2017 |
31-03-2018 |
31-03-2017 |
|
Revenue From Operations |
17,798.01 |
16,160.00 |
17,798.01 |
16,160.00 |
Other Income |
596.41 |
78.42 |
596.41 |
78.42 |
Total Revenue |
18,394.42 |
16,238.42 |
18,394.42 |
16,238.42 |
Employee Benefit Expenses |
9783.21 |
8582.35 |
9,433.21 |
8,582.35 |
Other Operating Expenses |
1430.17 |
1085.74 |
1430.17 |
1085.74 |
Finance Cost |
511.10 |
479.97 |
511.10 |
512.09 |
Depreciation and Amortization Expense |
829.30 |
607.58 |
829.30 |
607.58 |
Other Expenses |
4922.66 |
4809.38 |
5342.66 |
4809.38 |
Total Expenses |
17,546.44 |
15,565.02 |
17,546.44 |
15,597.14 |
Profit Before Exceptional and Extraordinary Items and Tax |
847.98 |
673.40 |
847.98 |
641.28 |
Extraordinary Items |
- |
- |
- |
- |
Profit Before Tax |
847.98 |
673.40 |
847.98 |
641.28 |
Current Tax |
168.83 |
132.87 |
168.83 |
132.87 |
Less Mat Tax Credit Entitlement |
(168.83) |
(132.87) |
(168.83) |
(132.87) |
Deferred Tax |
69.94 |
58.09 |
69.94 |
58.09 |
Previous Years Tax Provision |
(122.65) |
- |
(122.65) |
- |
Profit/(Loss) for the period |
900.69 |
615.31 |
900.69 |
583.19 |
Basic and Diluted Earnings per Share (Rs.) |
6.85 |
5.47 |
6.85 |
5.19 |
REVIEW OF OPERATIONS
For the Financial year ended 31st March, 2018 as follows:-
Standalone and Consolidated Financial Performance
- Standalone & Consolidated Total Revenue for the current year was Rs. 18,394.42 Lakhs.
- Standalone & Consolidated Profit before Exceptional and Extraordinary Items and Tax was Rs. 847.98 Lakhs.
- Standalone & Consolidated Net Profit / (Loss) were Rs. 900.69 Lakhs.
- Standalone & Consolidated basic and diluted Earnings per Share (EPS) were Rs. 6.85 for the year.
The Company''s current year financial summary and highlight along with future outlook are mentioned in the Management.
Discussion and Analysis Report annexed to this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
In terms of Section 134(3)(l) of the Companies Act, 2013, No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
SUBSIDIARY
As on 31st March 2018, the company has 3 Subsidiaries. During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company has been prepared which forms part of this Annual Report. Further, a statement containing salient features of financial statements of subsidiary along with the extent of holding therein are provided in the Form AOC 1 attached to the Accounts which covers the performance and financial position of the subsidiaries. (Annexure - II)
The financial position of the said Companies is also given in the Notes to Consolidated financial statements.
The Highlights of the performance of subsidiaries are as follows: (Rs. in Lakhs)
Particulars |
Mahasena Info Technologies India Private Limited ** |
Sankhya SARL, France |
Sankhya US Corporation |
Total Income |
NIL |
NIL |
NIL |
Total Expenses |
NIL |
NIL |
NIL |
Profit Before Tax |
NIL |
NIL |
NIL |
Current Tax |
NIL |
NIL |
NIL |
Deferred Tax |
NIL |
NIL |
NIL |
Previous Years Tax Provision |
NIL |
NIL |
NIL |
Profit/(Loss) for the period |
NIL |
NIL |
NIL |
In accordance to the Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company are available on our website. These documents will also be available for inspection at the registered office of the Company during working hours. The Company will also make available a copy thereof to any member of the Company who may be interested in obtaining the same.
There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries.
**Further one of our subsidiary MAHASENA INFO TECHNOLOGIES INDIA PRIVATE LIMITED has been struck off from the register of companies and the said Company is dissolved with effect from 27.08.2018.
CONSOLIDATED FINANCIAL STATEMENTS (CFS)
The Consolidated Financial Statements of your Company for the financial year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries, as approved by the respective Board of Directors.
DIVIDEND
The Company''s objective is to achieve the status which can facilitate a steady and consistent distribution of profits by way of Dividend to its shareholders. Depending on funding requirements, future funding needs as per the Company''s growth plans your Directors have not recommended payment of Dividend for the Financial Year 2017-18.
TRANSFER TO RESERVE
The Company has proposed to transfer a sum of Rs. 900.69 Lakhs to General Reserve out of the profits earned by the Company at the standalone level for the financial year ended 31st March, 2018.
AUTHORISED SHARE CAPITAL
The Authorized Share Capital of the Company stands at Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
During the Year, there has been no change in the Authorized Share Capital of the Company.
PAID UP SHARE CAPITAL
The Paid Up share Capital of the Company stands at Rs. 13,14,52,050/- (Rupees Thirteen Crores Fourteen Lakhs Fifty Two Thousand and Fifty Only) divided into 1,31,45,205 (One Crore Thirty One Lakhs Forty Five Thousand Two Hundred and Five Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
During the Year, the Company has issued 19,00,000 equity shares of Rs. 10/- each at premium of Rs. 46.07/- to Non Promoter on a preferential basis.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
DEPOSITS
The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors'' Report.
DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR
Based on the confirmations received, none of the Directors are disqualified for being appointed/re-appointed as directors in terms of Section 164 of the Companies Act, 2013.
In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company,
Ms. N Nalini, (DIN: 07244427) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
Mr. Anil Valluri (DIN: 02299684) was appointed as an Additional Director who shall hold office till the date of this Annual General Meeting. A member proposed his candidature for appointment at the ensuing Annual General Meeting. In terms of the Companies Act, 2013, Mr. Anil Valluri is proposed to be appointed as Independent Director for a term of 5 years, not liable for retirement by rotation.
Mr. Bhaskar Pramanik (DIN: 00316650) was appointed as an Additional Director who shall hold office till the date of this Annual General Meeting. A member proposed his candidature for appointment at the ensuing Annual General Meeting. In terms of the Companies Act, 2013, Mr. Bhaskar Pramanik is proposed to be appointed as Independent Director for a term of 5 years, not liable for retirement by rotation.
Ms. Aditi Jha was appointed as Company Secretary & Compliance officer of the Company in lieu of resignation of Ms. Kishwar Fatima in the Board Meeting duly held on 1st February, 2018.
Ms. Munmun Baid was appointed as Company Secretary & Compliance officer of the Company w.e.f. Ist October, 2018.
Cessation:
Mr. Dr. J V Rao & Mr. CH Anand, Independent Directors of the Company has resigned from the Board of Directors of the Company with effect from 1st December, 2017.
Mr. N. Srinivas, Vice-Chairman & Executive Director of the Company has resigned from the Board of Directors of the Company with effect from 1st December, 2017.
Ms. Kishwar Fatima, Company Secretary & Compliance Officer of the Company has submitted her resignation on 23rd January, 2018 stating her inability to continue as Company Secretary & Compliance Officer of the Company due to personal commitments.
Ms. Aditi Jha, Company Secretary & Compliance Officer of the Company has resigned w.e.f. 31st August, 2018 due to personal commitments.
GOVERNANCE GUIDELINES
The Company has adopted Governance Guidelines or code of conduct on Board, Independent Director, Key Managerial Personnel or senior managerial personnel. The Governance Guidelines or code of conduct cover aspects related to role of the Board diversity, definition of independence and duties of independent Directors, Code of Conduct, Moral, ethics and principles to be followed.
COMMITTEES OF THE BOARD
Currently the Board has Three Committees:
1. The Audit Committee
2. The Nomination and Remuneration Committee
3. The Stakeholders Relationship Committee
Audit Committee
The Audit Committee consists of Mr. Bhaskar Pramanik, Chairman, Mr. Sridhar Nadupalli, Member Mr. Anil Valluri, Member and Mr. Pudhota Partha Saradhi, Member. All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of Mr. Anil Valluri, Chairman, Mr. Bhaskar Pramanik, Member, Mr. Pudhota Partha Saradhi, Member and Ms. Nalini Nadupalli, Member.
Stakeholders Relationship Committee
Stakeholders Relationship Committee consists of Mr. Pudhota Partha Saradhi, Chairman, Mr. Sridhar Nadupalli, Member and Mr. Bhaskar Pramanik, Member. The Scope of the committee shall include considering and resolving the grievances of the security holders of the company which may arise due to any of the reasons cited in the Stakeholders Relationship Committee of the company.
NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY
The requisite details as required by Section 134(3), Section 178(3) & (4) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.
The Directors evaluation was broadly based on the parameters such as understanding of the Company''s vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings, governance and contribution to strategy, interpersonal skills etc.
The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.
A meeting of the Independent Directors was also held which reviewed performance of non-independent directors, performance of the board as a whole and performance of the chairman after taking in to account the views of executive directors and non-executive directors.
The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013
All the Independent Directors of the Company have given declaration stating that they meet the criteria of independence as provided under Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report and give detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments. (Annexure IV)
CORPORATE GOVERNANCE
The Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.
A separate report on Corporate Governance is being presented as part of the Annual Report. (Annexure I)
A declaration of Code of Conduct from Mr. N. Sridhar, Chairman and Managing Director forms part of the Corporate Governance Report. (Annexure V)
Ravi Rajan & Co., Chartered Accountants in practice has certified that the Company has complied with the conditions of Corporate Governance as stipulated in Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the Company with Stock Exchange. (Annexure VI)
TRANSACTIONS WITH RELATED PARTIES
The requisite details as required by Section 134 & 188 of the Companies Act, 2013 and Regulation 23 & 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Your Directors draw attention of the members to Notes 28(4) to the financial statement which sets out related party disclosures.
BOARD AND COMMITTEE MEETINGS
Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:
(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and that there are no material departures;
(ii) that the 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 fair view of the state of affairs of the Company at 31st March, 2018 and Statement of Profit and Loss of the Company for that period;
(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the directors have prepared the annual accounts for the financial year ended 31st March, 2018, on a going concern basis;
(v) that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(vi) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on CSR.
DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Also, During the Financial year ended 31st March, 2018 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.
The requisite details as required by Section 177 of the Companies Act, 2013 and Regulation 22 & 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company''s operations in future during the year under review
AUDITORS
(1) Statutory Auditors:
At the Annual General Meeting (AGM) held on 28th November, 2017, M/s. Ravi Rajan & Co., Chartered Accountants (ICAI Firm Registration Number 009073N), were appointed as Statutory Auditors of the Company to hold office for a period of five years and there appointment will be subject to the ratification of members at every Annual General Meeting. However, pursuant to the Companies (Amendment) Act, 2018, the ratification of the auditors at every annual general meeting of the company has been dispensed with.
Auditors'' Report
The Auditors'' Report does not contain any reservation, qualification or adverse remarks.
M/s. Ravi Rajan & Co., Statutory Auditors of the Company has submitted Auditors'' Report on the Standalone and Consolidated Financial Statements for the year ended on 31st March, 2018.
(2) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Ms. Charu Golash (FCS) to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report in the Form MR-3 is annexed as Annexure VII.
The Secretarial Audit Report for the financial year ended 31.03.2018 contains the following qualification:
The Company did not have Chief Financial Officer as required under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014.
Management explanation to the above Auditors qualification:
The Company is in the verge of final selection of CFO and will be taking charge of the responsibility on or before 1st December, 2018 as stipulated under the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:
A. Conservation of energy
Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possibility of saving of energy.
B. Technology absorption
Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed and adopted.
Research and Development (R & D):
1. Specific areas in which R & D carried out by the Company:
The Company continues to focus and invest in R & D activities for developing and improving the quality and enhancing the benefits of its software products. The Company is a product oriented Company and the continuous development of new products and the existing products is an ongoing exercise.
2. Benefits derived as a result of the R & D:
Research and development of new products & processes will continue to be of importance to your Company. Products although have a longer gestation, are of higher benefit to the Company and its profitability in the long run.
3. Future plan of Action:
The Company continues to strive for development and innovation of new products and improving the existing ones in order to meet the changing requirements and to cater to customer needs.
C. Foreign exchange earnings and outgo
The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows:
(Rs. in Lakhs)
Particulars |
2017-18 |
2016-17 |
Foreign exchange earnings |
17,773.68 |
16,138.15 |
Foreign exchange outgo |
14,925.55 |
13,033.57 |
PARTICULARS OF REMUNERATION
The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed. (Annexure-VIII)
Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration Managerial Personnel) Rule, 2014, there are no employees who are in receipt of remuneration of Rs. 102 Lakhs or more per annum or Rs. 8.5 Lakhs or more per month or where employed for a part of the year.
DISCLOSURE ABOUT COST AUDIT
Cost Audit is not applicable to your Company.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return prepared in Form MGT-9 as per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure III to this Report.
CEO/CFO CERTIFICATION
Mr. N Sridhar, Chairman and Managing Director of the Company have given a certificate to the Board as contemplated in Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
RISK MANAGEMENT POLICY
All assets of the Company and other potential risks have been adequately insured.
The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
EMPLOYEE RELATIONS
The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full co-operation from the employees.
DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL
The Company has complied with the requirements about code of conduct for Board members and Sr. Management Personnel. The said policy is available on the website of the Company www.sankhya.net
APPRECIATION
The Board of Directors places on record its gratitude to Financial Institutions, Banks, various State and Central Government Agencies and governments of various countries where we have our operations. The Board also acknowledges the support of the shareholders of the Company. The Board also places on record their deep sense of appreciation for the committed services of all the employees of the Company.
For and on behalf of the Board of Directors of
Sankhya Infotech Limited
Sd/-
N. Sridhar
Date: 29th October, 2018 Chairman & Managing Director
Place: Hyderabad DIN: 00089548
Mar 31, 2016
Dear Members,
The Board of Directors hereby submits the report of the business and operations of the company along with the audited financial statements, for the financial year ended 31 March 2016. The Consolidated performance of the company and its subsidiaries has been referred to wherever required.
FINANCIAL RESULTS
The Company''s operating performance during the year ended 31 March 2016 is summarized below:
(Amount in Lakhs)
Particulars |
Standalone figures for the year ended |
Consolidated figures for the year ended |
||
31-03-2016 |
31-03-2015 |
31-03-2016 |
31-03-2015 |
|
Revenue From Operations |
15,293.78 |
18,197.55 |
15,293.78 |
18,197.55 |
Other Income |
503.06 |
0.90 |
503.06 |
0.91 |
Total Revenue |
15,796.84 |
18,198.45 |
15,796.84 |
18,198.46 |
Employee Benefit Expenses |
8,322.95 |
10,652.43 |
8,323.16 |
10,652.43 |
Other Operating Expenses |
1,210.67 |
1,020.49 |
1,212.28 |
1,021.21 |
Administrative Expenses |
3,442.90 |
3,073.59 |
3,442.90 |
3,073.58 |
Finance Cost |
490.47 |
476.51 |
490.47 |
476.51 |
Depreciation and Amortization Expense |
530.03 |
510.75 |
530.03 |
510.75 |
Other Expenses |
1,243.73 |
1,937.03 |
1,243.73 |
1,937.04 |
Total Expenses |
15,240.75 |
17,670.80 |
15,242.57 |
17,671.52 |
Profit Before Exceptional and Extraordinary Items and Tax |
556.09 |
527.65 |
554.27 |
526.93 |
Extraordinary Items |
- |
- |
- |
- |
Profit Before Tax |
556.09 |
527.65 |
554.27 |
526.93 |
Current Tax |
119.10 |
112.55 |
118.72 |
112.41 |
Deferred Tax |
(22.13) |
178.34 |
(22.13) |
178.34 |
Previous Years Tax Provision |
62.00 |
90.00 |
62.00 |
90.00 |
Profit/(Loss) for the period |
397.11 |
146.76 |
395.68 |
146.18 |
Basic and Diluted Earnings per Share (Rs.) |
3.53 |
1.31 |
3.52 |
1.30 |
OPERATIONS
For the financial year ended March 31,2016asfollows:-
Standalone Financial Performance
- Standalone total Revenue for the current year was Rs. 15.796.84 Lacs.
- Profit before Exceptional and Extraordinary Items and Tax was Rs. 556.09 Lacs.
- Net Profit / (Loss) were Rs. 397.11 Lacs.
- The basic and diluted Earnings per Share (EPS) was Rs. 3.53 for the year.
Consolidated Financial Performance:
- Consolidated total Revenue for the current year was Rs. 15.796.84 Lacs.
- Profit before Exceptional and Extraordinary Items and Tax was Rs. 554.27 Lacs.
- Net Profit / (Loss) were Rs. 395.68 Lacs.
- The basic and diluted Earnings per Share (EPS) were Rs. 3.52 for the year.
The Company''s current year financial summary and highlights along with future outlook are mentioned in the
Management Discussion and Analysis Report annexed to this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
SUBSIDIARY
As on 31 March 2016, the company has 3 Subsidiaries. During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company has been prepared which forms part of this Annual Report. Further, a statement containing salient features of financial statements of subsidiary along with the extent of holding therein are provided in the Form AOC 1 attached to the Accounts which covers the performance and financial position of the subsidiaries.
The financial position of the said Companies is also given in the Notes to Consolidated financial statements.
In accordance of the Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company are available on our website. These documents will also be available for inspection at the registered office of the Company during working hours. The Company will also make available a copy thereof to any member of the Company who may be interested in obtaining the same.
Particulars |
Mahasena Info Technologies India Private Limited |
Sankhya SARL, France |
Sankhya US Corporation |
Total Income |
NIL |
NIL |
NIL |
Total Expenses |
0.20 |
0.21 |
1.41 |
Profit Before Tax |
(0.20) |
(0.21) |
(1.41) |
Current Tax |
NIL |
NIL |
NIL |
Deferred Tax |
NIL |
NIL |
NIL |
Previous Years Tax Provision |
NIL |
NIL |
NIL |
Profit/(Loss) for the period |
(0.20) |
(0.21) |
(1.41) |
CONSOLIDATED FINANCIAL STATEMENTS (CFS)
The Consolidated Financial Statements of your Company for the financial year 2015-16 are prepared in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries, as approved by the respective Board of Directors.
DIVIDEND
The Board of Directors are confident that with their efforts to strive hard to maximize the shareholders returns, the company would be able to declare dividend in the near future.
TRANSFER TO RESERVE
The Directors propose to transfer a sum of Rs. 397.11 Lacs to General Reserve out of the profits earned by the Company at the standalone level.
AUTHORISED SHARE CAPITAL
The Authorized Share Capital of the Company stands at Rs. 15.00.00.000/- (Rupees Fifteen Crores Only) divided into 1.50.00.000 (One Crore Fifty Lacs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
During the Year, there has been no change in the Authorized Share Capital of the Company.
PAID UP SHARE CAPITAL
The Paid Up share Capital of the Company stands at Rs. 11,24,52,050/- (Rupees Eleven Crore Twenty Four Lacs Fifty Two thousand and Fifty Only) divided into 1,12,45,205 (One Crore Twelve Lacs Forty Five Thousand Two Hundred and Five) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
SHIFTING OF REGISTERED OFFICE
The Board of Directors of the company at its meeting held on 14 November 2015 has approved the shifting of Registered Office of the Company w.e.f 14 November 2015 from "H No. 1-13-30/ 76, B76, Dr. AS Rao Nagar, Hyderabad- 500062 Telangana" to, "Plot no: 8-2-686/DB/19, Mount View Enclave, Road No # 12, Banjara Hills, Hyderabad- 500 034."
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
DEPOSITS
The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Company''s internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company''s policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.
Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors''Report.
DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL
All the Independent Directors have given declarations under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and the Rules made there under and are independent of the management.
Based on the confirmations received, none of the Directors are disqualified for being appointed/re-appointed as directors in terms of Section 164 of the Companies Act, 2013.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Nalini Nadupalli, Director of the Company is liable to retire by rotation and is eligible for reappointment.
There have been no changes in Directors and Key Managerial Personnel during the year.
Further, Mr. Pudhota Partha Saradhi has been appointed as Additional (Independent Director) and Ms. Neha Pamnani as Company Secretary and Compliance Officer of the Company in the Board Meeting held on 28 May 2016.
GOVERNANCE GUIDELINES
The Company has adopted Governance Guidelines or code of conduct on Board, Independent Director, Key Managerial Personnel or senior managerial personnel. The Governance Guidelines or code of conduct cover aspects related to role of the Board diversity, definition of independence and duties of independent Directors, Code of Conduct, Moral, ethics and principles to be followed.
NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY
The requisite details as required by Section 134(3), Section 178(3) 8i (4) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.
TRANSACTIONS WITH RELATED PARTIES
The requisite details as required by Section 134 & 188 of the Companies Act, 2013 and Regulation 23 & 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.
BOARD AND COMMITTEE MEETINGS
Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.
Accordingly, pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;
(ii) They 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 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;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Provisions of Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 are not applicable to the Company.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action. In the Financial year 201516, the Company has not received any complaints which fall within the scope of this policy.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The requisite details as required by Section 177 of the Companies Act, 2013 and Regulation 22 & 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
AUDITORS
(1) Statutory Auditors:
M/s. Komandoor & Co, Chartered Accountants are the statutory auditors of the Company and hold office till the conclusion of the 19th Annual General Meeting (AGM). Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification of appointment of Auditors for the balance term.
The Statutory Auditors of the Company has submitted Auditors'' Report on the Standalone and Consolidated Financial Statements for the year ended on 31 March 2016.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Ashish Kumar Gaggar to undertake the Secretarial Audit of the Company for the year ended 31 March 2016. The Secretarial Audit Report in the Form MR-3 is annexed as Annexure A.
The Secretarial Audit Report for the financial year ended 31 March 2016 contains the following qualification:
a) The Company did not have Chief Financial Officer and Company Secretary as required under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Management''s Explanation to the above Auditors'' Qualifications:
Company is in the process of finding a suitable person for the appointment as Chief Financial Officer and shall be appointing soon.
Company was in the process of identifying a suitable person and accordingly has appointed Ms. Neha Pamnani as Company Secretary of the company with effective from 28 May 2016.
b) The Company did not appoint Internal Auditor as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.
Management''s Explanation to the above Auditors'' Qualifications:
Company is in the process of finding a suitable person for the appointment as Internal Auditor and shall be appointing soon.
c) The Constitution of Board of Directors was not in accordance of Clause 49 of Listing Agreement / Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Management''s Explanation to the above Auditors'' Qualifications:
The Company has reconstituted the Board with the appointment of Mr. Pudhota Partha Saradhi as an Independent Director. Now the constitution of the Board of Directors is in accordance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
d) The Constitution of Nomination and Remuneration Committee was not in accordance of Clause 49 of Listing Agreement/ Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Management''s Explanation to the above Auditors'' Qualifications:
The Company has reconstituted its Nomination and Remuneration Committee with the appointment of Mr. Pudhota Partha Saradhi as an Independent Director. Now the constitution of the Committee is in accordance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:
A. Conservation of energy
Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilisation and maximum possibility of saving of energy.
B. Technology absorption
Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed and adopted.
C. Foreign exchange earnings and outgo
The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows:
(Rs. in Lac)
|
2015-16 |
2014-15 |
Foreign exchange earnings |
15,220.24 |
17899.72 |
Foreign exchange outgo |
13,220.45 |
15714.60 |
PARTICULARS OF REMUNERATION
Disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Employees employed throughout the year and in the aggregate were in receipt of remuneration of not less than Rs. 102 lakhs perannum:
None of the employee of the company, in the aggregate draws remuneration of more than Rs.102 Lakhs perannum.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT-9 is annexed as Annexure B.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
The Management Discussion and Analysis Report as required under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report and give detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.
The Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.
A separate report on Corporate Governance and Management Discussion and Analysis Report is being presented as part of the Annual Report.
A declaration of Code of Conduct from Mr. Sridhar N., Chairman and Managing Director forms part of the Corporate Governance Report.
M/s Komandoor & Co. LLP, Chartered Accountants in practice has certified that the Company has complied with the conditions of Corporate Governance as stipulated in Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the Company with Stock Exchange.
CEO/CFO CERTIFICATION
Mr. Sridhar N., Chairman and Managing Director and Mr. Srinivas Nadupalli, Director of the Company have given a certificate to the Board as contemplated in Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
RISK MANAGEMENT
All assets of the Company and other potential risks have been adequately insured.
EMPLOYEE RELATIONS
The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full co-operation from the employees.
ACKNOWLEDGEMENTS
Your Directors wish to place on record the appreciation and gratitude for all the assistance and support received from Banks and officials of concerned government departments for their co-operation and continued support extended to the Company. The Board also places on record its deep appreciation for the dedication and commitment of the employees at all levels as their hard work, co-operation and support had enabled the Company to maintain its consistent growth. They also thank the Members for the confidence they have reposed in the Company and its management.
For and on behalf of the Board of Directors of
Sankhya Infotech Limited
Sridhar N
Date: 30th August 2016 Chairman & Managing Director
Place: Hyderabad DIN: 00089548
Mar 31, 2015
To the Members,
The Directors have pleasure in presenting before you the 18th Annual
Report of the Company together with the Audited Statements of Accounts
on standalone & consolidated basis for the year ended 31st March, 2015.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31st March, 2015 has been as
under:
(Amount in Lakhs)
Particulars 2014-15 2013-14
Income from Operations 18,197 13,881
Other Income 90 647
Total Income 18,198 14,528
Total Expenditure 16,683 13,153
Earnings before depreciation and tax 1,515 1,375
Depreciation 511 471
Interest 477 458
Profit Before tax 527 445
Provision for tax including 113 137
Other provisions 267 219
Profit after tax 147 90
Earnings Per Share 1.31 1
BUSINESS OPERATIONS:
The total revenue of the Company for the financial year under review on
consolidated basis was Rs.18,198.46 Lakhs as against Rs.14,528.82
lakhs. The net profit was Rs.146.18 lakhs for the financial year as
against the net profit of Rs. 88.81 lakhs for the previous year.
OUT LOOK:
Over the past three years, your company has been showing low
profitability due to shifting of offshore jobs to onsite. The company
experienced stress on margins in the past two years and due to the
combined effect of low margins, lack of adequate working capital the
company has experienced stress on margins.
Annual Report of FYE'14 mentioned of the company's efforts to bring the
onsite jobs back to India. The company has the pleasure to share that
it is now reversing the trend and positive impact on profitability can
be seen from the first quarter of FYE'16.
Your company has an excellent order book and has renewed contracts with
all the major customers. Your company projects that it would be able to
return to good profitability and with steady growth.
DIVIDEND:
The Board of Directors are confident that with their efforts to strive
hard to maximize the shareholders returns, the company would be able to
declare dividend in the near future.
SUBSIDIARY COMPANIES
The Financial Details of the Subsidiary companies as well as the extent
of holding therein are provided in a separate section of the Annual
Report at Annexure 1:
Under section 212(8) of the Companies Act, 1956 the ministry of
Corporate Affairs has exempted from attaching a copy of the Balance
sheet, Profit and loss accounts and Notes thereof, Director's Report
and Auditors Report of the subsidiary companies and other documents
required to be attached under section 212(1) of the act to the balance
sheet of the company, Accordingly the said documents are not attached
with the Balance Sheet of the Company. The Annual Accounts of the
subsidiary Companies are available for inspection by any
member/investor and the Company will make available these
documents/details upon request by any member of the company or its
subsidiaries interested in obtaining the same. However the data of the
subsidiaries has been furnished along with the statement pursuant to
section 212 of the Companies Act, 1956 forming part of the Annual
Report. Further pursuant to Accounting Standard (AS)-21 issued by the
Institute of Chartered Accountants of India, your company has presented
the Consolidated Financial Statements which include financial
information relating to its subsidiaries and forms part of the Annual
Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by your
Company in accordance with the requirements of the Accounting Standards
21, issued by the institute of Chartered Accountants of India. The
Audited Consolidated Financial Statements together with Auditors'
Report thereon forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis as required under clause
49(VIII)(D) of the Listing Agreement forms a part of this Report.
CORPORATE GOVERNANCE
A Separate section titled "Report on Corporate Governance" along with
the Auditors' Certificate on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement forms a part of this report.
EXTRACT OF ANNUAL RETURN:
As 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.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
During the year, Ms. Nalini Nadupalli was appointed as an Additional
Director. Now the Board proposes to appoint her as a Director of the
Company.
Notice has been received from a Member proposing candidature of the
Director namely Mr. Nadupalli Sridhar for the office of Director of the
Company. In the opinion of the Board, she fulfils the conditions
specified in the Companies Act, 2013 and the Rules made there under for
appointment as Director of the Company.
In line with the requirements of the Companies Act, 2013, it is
therefore proposed to appoint a new additional director in the promoter
category, as Director on the Board. A brief profile of the proposed
Director, including nature of her expertise, is provided in the Annual
Report.
Mr. N. Sridhar will retire by rotation at the ensuing Annual General
Meeting in terms of Section 152 and any other applicable provisions of
the Companies act, 2013 and being eligible offers himself for
re-appointment.
Details of re-appointment /appointment of the Directors:
Name of the Director Mr. N. Sridhar Ms. Nalini Nadupalli
Date of Appointment 21.07.1997 14.02.2015
Qualifications Msc. Computer
Science MS
No. of Shares held in
the Company 410852 50000
Directorships held in
other companies
(excluding foreign
companies) NIL NIL
Positions held in
mandatory committees
of other companies NIL NIL
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from M r. ANAND CHERUKUPALLI and
Mr. VENKATESWARA RAO KRISHNA MURTHY JUJHVARAPU, Independent directors
of the company to the effect that they are meeting the criteria of
independence as provided in Sub-section (6) of Section 149 of the
Companies Act, 2013 and are annexed herewith.
VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013. The
same has been placed on the website of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm 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 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.
AUDITORS AND AUDITORS REPORT
Your Company has decided to appoint M/s. Komandoor & Co., Chartered
accountants as statutory Auditors for the current Financial Year
2015-16. The Board of Directors records its deepest appreciation to M/S
T.R. Chadha & Co for the excellent services they have rendered during
the previous two years.
INTERNAL AUDIT:
The Company has adequate internal audit control mechanism at all levels
of the organisation.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of managerial
personnel) Rules 2014, Mr. K. Bhima Sankara Rao, Practicing Company
Secretary has conducted Secretarial Audit of the Company for the FY
2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed
hereto and forms part of this Annual report.
The following observations has made by the Secretarial Auditor during
his audit.
i. The Company has not been regular in depositing its undisputed
statutory dues in respect of Provident Fund, Employee State Insurance,
Investor Education and Protection Fund, Income Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
as applicable with the appropriate authorities in India during the
year.
ii. The Company has created provision for TDS but the same has not
been remitting with the Income Tax Department. The company has been
fulfilling its obligations irregularly due to cash flow issues and low
working capital availability.
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures
have been taken to conserve energy wherever possible by using energy
efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
Your Company has not undertaken any research and development activity
for any manufacturing activity nor was any specific technology obtained
from any external sources which needs to be absorbed or adapted.
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : Rs. 17899.72 Lacs
Foreign Exchange Outgo : Rs. 15714.60 Lacs
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Sec. 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules 2014, during the financial year under review.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and
operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal
control environment. The internal audit function is adequately
resourced commensurate with the operations of the Company and reports
to the Audit Committee of the Board.
INSURANCE:
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of loans, guarantees or investments made under section 186 of
the companies Act, 2013 are given in the note to the financial
statements.
RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your
Company has adopted a procedure for assessment and minimization of
probable risks. It ensures that all the risks are timely defined and
mitigated in accordance with the well structured risk management
process.
CORPORATE SOCIAL RESPONSIBILITY:
It is not applicable as it does meet the criteria mentioned as per the
company's act 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of business. There were no materially significant related party
transactions made by the Company with the promoters, directors, key
managerial personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE limited where the Company's Shares are listed.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Directors are happy to report that your Company is compliant with the
Corporate Governance requirements as per Clause 49 of the Listing
Agreement with the Stock Exchanges. A separate section on Corporate
Governance and Management Discussion and Analysis together with a
certificate from the Statutory Auditor confirming compliance is set out
in the Annexure forming part of this report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING
THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry
based disclosures is not required.
SECRETARIAL STANDARDS EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the
following activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by company or giving of loans by it for
purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the improved performance of
the Company.
None of the employees is drawing Rs. 5,00,000/- and above per month or
Rs.60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 134 of the Companies Act, 2013
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this
policy.
The following is the summary of sexual harassment complaints received
and disposed during the calendar year.
- No. of complaints received : Nil
- No. of complaints disposed off : Nil
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the
contribution made by the employees at all levels, to the continued
growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of
business constituents, banks and other financial institutions and
shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL,
Canara Bank, HDFC Bank etc. for their continued support for the growth
of the Company.
By order of the Governing Board
For Sankhya Infotech Limited
Place : Hyderabad N.Sridhar
Date : 29.08.2015 Chairman & Managing Director
Mar 31, 2014
Dear Members,
The directors are pleased to present the 17th Annual Report and
Audited accounts for the financial year ending 2013-14. Focus in this
financial year was to achieve improvement in margins. The key success
has been that the company has started to bring back works from Onsite
to offshore. This process will continue with an aim to bring over 60%
of onsite jobs to offshore that would have a good impact on the
margins. This year sales recorded 39% growth.
FINANCIAL HIGHLIGHTS 2013-14
(Rs. In Lakhs)
FINANCIAL HIGHLIGHTS 2013-14 2012-13
Income from Operations 13,881 10,571
Other Income 647 (53)
Total Income 14,528 10,518
Total Expenditure 13,153 9,348
Earnings before Depreciation, 1,375 1,170
Interest & Tax
Depreciation 471 480
Interest 458 401
Profit Before Tax 445 289
Provision for Tax including 137 6
Other Provisions 219 277
Profit after Tax 90 6
Earnings Per Share 1 0
BUSINESS OPERATIONS
The company has successfully completed the execution of the prestigious
Mumbai Rail Vikas Corporation Simulation project. Dubbed as the most
complex rail network in the world Sankhya successfully completed the
simulation project for MRVC that would help the corporation prepare
train schedules for improved productivity and efficiency of rail assets
utilization. Won against stiff international competition this World
Bank project has been completed in a record time.
The company has also won another prestigious contract from Delhi Metro
Rail Corporation for Simulation of the rail track maintenance. The
company is scheduled to complete the execution of this project within
the time.
Your company has won the CBSE online education project that aims to
provide online education to over 11.5 million students.
Management focus this year has been in improving margin, therefore the
company focused on brining the onsite jobs back to offshore, and this
process has been successfully started.
OUTLOOK
Your company has collaborated with Microsoft and ported its
applications on Windows AZURE platform, the company has won its first
customer for its online delivery model. This is a significant
development and paves way for a tremendous growth in the future.
Your company has excellent order book that got better with the CBSE
contract and the company aims to both achieve a target growth of above
20% and substantially improved margins.
Your Company aims to bring over 60% of the jobs from onsite to
offshore. This would substantially improve the margins of the company.
SUBSIDIARY COMPANIES
The financial details of the subsidiary companies as well as the extent
of holding therein are provided in a separate section of the Annual
Report at Annexure 1:
Under section 212(8) of the Companies Act, 1956 the ministry of
Corporate Affairs has exempted from attaching a copy of the Balance
Sheet, Profit and loss accounts and Notes thereof, Director''s Report
and Auditors Report of the subsidiary companies and other documents
required to be attached under section 212(1) of the act to the balance
sheet of the company. Accordingly the said documents are not attached
with the Balance Sheet of the Company. The Annual Accounts of the
subsidiary Companies are available for inspection by any member /
investor and the Company will make available these documents / details
upon request by any member of the Company or its subsidiaries
interested in obtaining the same. However the data of the subsidiaries
has been furnished along with the statement pursuant to Section 212 of
the Companies Act, 1956 forming part of the Annual Report. Further
pursuant to Accounting Standard (AS)-21 issued by the Institute of
Chartered Accountants of India, your company has presented the
Consolidated Financial Statements which include financial information
relating to its subsidiaries and forms part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by your
Company in accordance with the requirements of the Accounting Standards
21, issued by the Institute of Chartered Accountants of India. The
Audited Consolidated Financial Statements together with Auditors''
Report thereon forms part of the Annual Report.
DEPOSITS
The Company has not accepted any Deposits from the Public during the
year pursuant to Section 58A of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors'' Responsibility Statement, it is hereby confirmed
that:
1. In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed and that there are no material departures
from the same.
2. Directors have selected the appropriate Accounting Policies and
applied consistently and have 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 as at 31st March 2014, and of the profit of
the Company for that period.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
THE BOARD OF DIRECTORS
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchange, appointed Dr. J.
Venkateswara Rao as Independent Director of the Company.
Mr. N Srinivas is retiring by rotation at the AGM and is offering
himself for re-appointment.
AUDITORS
The Company''s auditors M/s. T.R. Chadha & Co., Chartered Accountants
retire at the ensuing Annual General Meeting and expressed their
willingness to continue as Auditors of the Company.
CONSERVATION OF ENERGY & ABSORPTION.
Your company''s operations are software oriented and not energy
intensive. Adequate measures are taken to conserve energy wherever
possible.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provision of clause 49 of the listing agreement, a
report on Management Discussion & Analysis is enclosed as Annexure 2 to
this report.
CORPORATE GOVERNANCE
As per clause 49 of the listing agreement with the stock exchanges, a
separate report on Corporate Governance is enclosed as Annexure 3
forming part of the Annual Report
A certificate from a firm of Chartered Accountant in whole time
practice confirming compliance with the conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement is
annexed to this report as Annexure
4. CMD''s DECLARATION
Pursuant to the provision of clause 49 (I) (D) (ii) of the Listing
Agreement, a declaration by the Chairman & Managing Director of the
company declaring that all the members of the Board and the senior
Management personnel of the company have affirmed compliance with the
code of conduct of the company, is enclosed as Annexure 5 of this
report.
PARTICULARS OF EMPLOYEES
"No Employee of the company was in receipt of remuneration during the
financial year 2013-14 in excess of the sum prescribed under section
217(2A) of the companies Act, 1956 read with the companies (Particulars
of Employees) Rule, 1975."
INDUSTRIAL RELATIONS
Your company enjoys cordial employee relations, marked by empowerment
and delegation.
ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the unstinted support extended by
the esteemed Customers, Bankers and Institutions.
Your Directors also are pleased to record their appreciation for the
services rendered by the employees at all levels in bringing about a
better performance.
Your directors express thanks to the Company''s Shareholders, and the
Investors for their sustained confidence in the Management of the
Company.
By Order of the Board
N.Sridhar
Chairman & Managing Director
Place : Hyderabad
Date : 14.08.2014
Mar 31, 2013
Dear Shareholders,
The directors are pleased to present 16th Annual Report and Audited
accounts for the financial year ending 2012-13. The current year has
seen a strong growth in terms of topline with 38% growth in sales,
however, margins were stressed due to continued onsite costs, and
write-off recommended by the auditors to a tune of Rs.2.77 crores.
(Rs. in Lakhs)
FINANCIAL HIGHLIGHTS 2012-13 2011-12
Income from Operations 10571.08 7654.03
Other Income -52.84 49.49
Total Income 10518.24 7703.52
Total Expenditure 9625.17 6895.27
Earnings before Depreciation,
893.07 808.25
Interest & ax
Depreciation 479.89 345.97
Interest 401.09 308.08
Profit Before Tax 12.09 154.2
Provision for Tax including (FBT) 2.30 30.85
Other Provisions 3.74 50.03
Profit after Tax 6.05 73.31
Earnings Per Share 0.05 0.65
BUSINESS OPERATIONS
Your company embarked on services sales as planned last year and the
results have been good. The company has won a large World Bank contract
against stiff international competition. The company has expanded its
business in the banking industry by winning contracts from Union Bank
and Andhra Bank. Today nearly, 52% of all bank employees of the country
use your company''s online learning systems.
Your company has strengthened simulation business by adding non-defense
customers, especially in the area of transportation, energy,
manufacturing and medical simulation. Defense related business
simulation has also expanded and the company has been able to add new
customers in both overseas and domestic market.
OUTLOOK
Your company continues to serve major airframe manufacturers around the
globe, and with the worst situations for airline industry ending the
company foresees major expansion in this area.
Your company''s collaboration with IT majors such as IBM, Microsoft to
expand its operations in BFSI and education sector is likely to add
tremendous opportunity in the future.
PREFERENTIAL ALLOTMENT
The board during its meeting held on 11-02-2013 has approved to issue
14,75,400 shares on preferential basis to the promoters as per the
rules and regulations under SEBI(DIP)guidelines.
Subsequently this issue has not been taken up for further process due
to prevailing market conditions.
SUBSIDAIRY COMAPNIES
The financial details of the subsidiary companies as well as the extent
of holding therein are provided in a separate section of the Annual
Report at Annexure 1:
Under section 212(8) of the Companies Act, 1956 the ministry of
Corporate Affairs has exempted from attaching a copy of the Balance
Sheet, Profit and loss accounts and schedules thereof, Director''s
Report and Auditors Report of the subsidiary companies and other
documents required to be attached under section 212(1) of the act to
the balance sheet of the company. Accordingly the said documents are
not attached with the Balance Sheet of the Company. The Annual Accounts
of the subsidiary Companies are available for inspection by any member
/ investor and the Company will make available these documents /
details upon request by any member of the Company or its subsidiaries
interested in obtaining the same. However the data of the subsidiaries
has been furnished along with the statement pursuant to Section 212 of
the Companies Act, 1956 forming part of the Annual Report. Further
pursuant to Accounting Standard (AS)-21 issued by the Institute of
Chartered Accountants of India, your company has presented the
Consolidated Financial Statements which include financial information
relating to its subsidiaries and forms part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by your
Company in accordance with the requirements of the Accounting Standards
21, 23 & 27 issued by the Institute of Chartered Accountants of India.
The Audited Consolidated Financial Statements together with Auditors''
Report thereon forms part of the Annual Report.
DEPOSITS
The Company has not accepted any Deposits from the Public during the
year pursuant to Section 58A of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors'' Responsibility Statement, it is hereby confirmed
that:
1. In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed and that there are no material departures
from the same.
2. Directors have selected the appropriate Accounting Policies and
applied consistently and have 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 as at 31st March 2013, and of the profit of
the Company for that period.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
THE BOARD OF DIRECTORS
Mrs.Kavita Prasad is retiring by rotation at the AGM and is offering
herself for re-appointment.
AUDITORS
Your company proposed to appoint M/s T.R. Chadha & Co., Chartered
Accountants, for the current financial year. The board records its
deepest appreciation to M/s.P.Murali & Co. for the excellent services
they have rendered during the previous four years. As a prudent
practice, the company has been rotating Auditors every 4 years. The
same was done in the previous occasions also.
CONSERVATION OF ENERGY & ABSORPTION.
I. Conservation of energy your company''s operations are software
oriented and not energy intensive. Adequate measures are taken to
conserve energy wherever possible.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provision of clause 49 of the listing agreement, a
report on Management Discussion & Analysis is enclosed as Annexure 2 to
this report.
CMD''s DECLARATION
Pursuant to the provision of clause 49(I)(D)(ii) of the Listing
Agreement, a declaration by the Chairman & Managing Director of the
company declaring that all the members of the Board and the senior
Management personnel of the company have affirmed compliance with the
code of conduct of the company, is enclosed as Annexure 3 of this
report.
CORPORATE GOVERNANCE
As per clause 49 of the listing agreement with the stock exchanges, a
separate report on Corporate Governance is enclosed as Annexure 4
forming part of the Annual Report
A certificate from a firm of Chartered Accountant in whole time
practice confirming compliance with the conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement is
annexed to this report as Annexure 5.
PARTICULARS OF EMPLOYEES
"No Employee of the company was in receipt of remuneration during the
financial year 2012-13 in excess of the sum prescribed under section
217(2A) of the companies Act, 1956 read with the companies (Particulars
of Employees) Rule, 1975."
INDUSTRIAL RELATIONS
Your company enjoys cordial employee relations, marked by empowerment
and delegation.
ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the unstinted support extended by
the esteemed Customers, Bankers and Institutions.
Your Directors also are pleased to record their appreciation for the
services rendered by the employees at all levels in bringing about a
better performance. Your directors express thanks to the Company''s
Shareholders, and the Investors for their sustained confidence in the
Management of the Company.
By Order of the Board
Place: Hyderabad N Sridhar
Date : 29th May, 2013 Chairman & Managing Director
Mar 31, 2012
Dear Shareholders,
The directors are pleased to present 15th Annual Report and Audited
accounts for the financial year ending 2011-12. We have continued our
growth trajectory from past year. The top line growth has increased by
47.82% to reach Rs. 77.04 cr. as against the previous year''s sales of
Rs. 52.12 cr.
FINANCIAL HIGHLIGHTS 2011-12 (Rs. in Lakhs)
FINANCIAL HIGHLIGHTS 2011-12 2010-11
Income from Operations 7654.03 5,211.56
Other Income 49.49 9.03
Total Income 7703.52 5,220.59
Total Expenditure 6895.27 3740.44
Earnings before Depreciation,
Interest & Tax 808.25 1480.15
Depreciation 345.97 303.68
Interest 308.08 392.95
Profit Before Tax 154.2 783.53
Provision for Tax including (FBT) 30.85 156.16
Other Provisions 50.03 0.00
Prior Period Excess Income written back - 11.28
Profit after Tax 73.31 616.09
Earnings Per Share 0.65 7.25
BUSINESS OPERATIONS
Continuing its business operations with the existing customers your
company this year has added new customers under its fold in India and
around the world. The Indian IT companies were under pressure during
the current year because of US & Euro zone crises. Notwithstanding the
adverse situations your company was successful in not only retaining
its customers during this time but also has added new domains with the
existing customers.
Indian IT companies are predominately a service industry and therefore
your company has also decided to enter into service domain in which the
return of investment is always higher with minimum working capital
requirement. Considering this your company has built a dedicated sales
force in India stationed in various states like: Delhi, Gujarat,
Maharashtra & Andhra Pradesh etc.
Your company is also in process of signing new JV agreements with
corporate to enhance its business scalability and operations in new
domains with existing expertise.
Your Company managed with great strain of not having Working Capital
limits from Banks for 1.5 years. However since the company was able to
obtain working Capital limits in Dec'' 2011, the company faced
substantial financial strain and had to pay higher interest on
unsecured loans which effected the profitability of the Company as
well.
OUTLOOK
Contracts with several fortune 500 customers are renewed and order book
position for the current year is close to Rs. 106 cr. The company is
also consistently winning new customers. Further, efforts to
restructure the business model and improve productivity would not only
help win new business but also yield better financial results.
SUBSIDAIRY COMAPNIES
The financial details of the subsidiary companies as well as the extent
of holding therein are provided in a separate section of the Annual
Report at Annexure 1:
Under section 212(8) of the Companies Act, 1956 the ministry of
Corporate Affairs has exempted from attaching a copy of the Balance
Sheet, Profit and loss accounts and schedules thereof, Director''s
Report and Auditors Report of the subsidiary companies and other
documents required to be attached under section 212(1) of the act to
the balance sheet of the company. Accordingly the said documents are
not attached with the Balance Sheet of the Company. The Annual Accounts
of the subsidiary Companies are available for inspection by any member
/ investor and the Company will make available these documents /
details upon request by any member of the Company or its subsidiaries
interested in obtaining the same. However the data of the subsidiaries
has been furnished along with the statement pursuant to Section 212 of
the Companies Act, 1956 forming part of the Annual Report. Further
pursuant to Accounting Standard (AS)-21 issued by the Institute of
Chartered Accountants of India, your company has presented the
Consolidated Financial Statements which include financial information
relating to its subsidiaries and forms part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by your
Company in accordance with the requirements of the Accounting Standards
21, 23 & 27 issued by the Institute of Chartered Accountants of India.
The Audited Consolidated Financial Statements together with Auditors''
Report thereon forms part of the Annual Report.
DEPOSITS
The Company has not accepted any Deposits from the Public during the
year pursuant to Section 58a of the Companies Act, 1956. DIRECTORS''
RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed that:
1. In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed and that there are no material departures
from the same.
2. Directors have selected the appropriate Accounting Policies and
applied consistently and have 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 as at 31st March 2012, and of the profit of
the Company for that period.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
THE BOARD OF DIRECTORS
The company has proposed to appoint Mr.Satish Kulkarni as a director in
place of Mr.Mahesh Bhandari. The board places on record his
contribution for the progress and development of the company.
AUDITORS
The Company''s auditors M/s. P. Murali & Co., Chartered Accountants
retire at the ensuing Annual General Meeting and expressed their
willingness to continue as Auditors of the Company. CONSERVATION OF
ENERGY & ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
I. Conservation of energy your company''s operations are software
oriented and not energy intensive. Adequate measures are taken to
conserve energy wherever possible.
II. Foreign exchange earnings and outgo
(Rs. in Lacs)
Year ended
Particulars 31-Mar-12 31-Mar-11
Earnings 7433.33 4443.45
Expenditure 5995.42 2736.24
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provision of clause 49 of the listing agreement, a
report on Management Discussion & Analysis is enclosed as Annexure 2 to
this report.
CMD''s DECLARATION
Pursuant to the provision of clause 49(I)(D)(ii) of the Listing
Agreement, a declaration by the Chairman & Managing Director of the
company declaring that all the members of the Board and the senior
Management personnel of the company have affirmed compliance with the
code of conduct of the company, is enclosed as Annexure 3 of this
report.
CORPORATE GOVERNANCE
As per clause 49 of the listing agreement with the stock exchanges, a
separate report on Corporate Governance is enclosed as Annexure 4
forming part of the Annual Report
A certificate from a firm of Chartered Accountant in whole time
practice confirming compliance with the conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement is
annexed to this report as Annexure 5.
PARTICULARS OF EMPLOYEES
"No Employee of the company was in receipt of remuneration during the
financial year 2011-12 in excess of the sum prescribed under section
217(2A) of the companies Act, 1956 read with the companies (Particulars
of Employees) Rule, 1975."
INDUSTRIAL RELATIONS
Your company enjoys cordial employee relations, marked by empowerment
and delegation.
ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the unstinted support extended by
the esteemed Customers, Bankers and Institutions.
Your Directors also are pleased to record their appreciation for the
services rendered by the employees at all levels in bringing about a
better performance.
Your directors express thanks to the Company''s Shareholders, and the
Investors for their sustained confidence in the Management of the
Company.
By Order of the Board
Place: Hyderabad N Sridhar
Date: 30th August 2012 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting this 13th Annual Report of
the Company together with the Audited Accounts for the year ended 31st
March, 2010. As members would have noticed the company has gone through
challenging times during the past one year. While the global recession
and its effect has been significant in itself, we also faced problem
from the Income Tax case that had raised a demand of over Rs.7.09
Crores (Refer page 14 of Annual Report 2008-2009). The good news is
that the company has won the appeal against this Income Tax order with
no tax liability for the demand. The companys results for the year
2009-10 are as under:
FINANCIAL HIGHLIGHTS 2009-10 (Rs. in Lakhs)
FINANCIAL HIGHLIGHTS 2009-10 2008-09
Income from Operations 4077.95 4173.28
Other Income 2.90 14.39
Total Income 4080.86 4187.67
Total Expenditure 3204.44 3171.44
Earnings before Depreciation,
Interest & Tax 876.42 1016.23
Depreciation 248.16 274.89
Interest 208.40 168.06
Profit Before Tax 419.87 573.28
Provision for Tax (including FBT) 71.36 130.67
Profit after Tax 273.63 442.62
Earnings Per Share 3.22 5.97
During the Financial Year 2009-10, the Company recorded a Total Income
of Rs.4,077.95 lakhs (out of which Export Income accounted for
Rs.3,386.01lakhs) compared to Rs.3,944.62 Lakhs for the previous
Financial Year. The Profit before Interest, Depreciation and Tax is
Rs.876.42 Lakhs compared to Rs.1,016.23 Lakhs and the Earning per
Equity Share to Rs.3.22 from Rs.5.97 in the previous year.
OPERATIONS
The order book of the company is robust and stands at Rs.104 Crores at
the end of the current financial year. The company has added three new
customers for courseware development. The company has secured a
contract in the area of advance-distributed simulation from a defense
public sector undertaking of India. The company has achieved one new
license sales for the SILICONÃ products during this financial year. The
company has completed the implementation of its ongoing project with
Kingfisher Airlines. Due to general slowdown of the industry, the
company faced slowdown in award of work packages for existing contracts
and approval of completed work packages from the customers. This has
been particularly significant in the area aerospace and defense
industry customers. The companys cash flows have been affected due to
the income tax order and some of the measures taken by the authorities,
this in turn affected schedule of deliveries. This has also been a
contributing factor for modest performance during the current financial
year.
PREFERENTIAL OFFER:
The company has obtained the shareholders consent for issue of
22,69,400 convertible warrants on preferential basis to Non-promoters
and 30,00,600 convertible warrants to Promoters through postal ballot
on 27th July 2010.
The Company has made in-principle approval application with the Bombay
Stock Exchange Limited, Mumbai for listing of the aforesaid warrants
allotment. Once BSE Approves the proposal, the Board will allot the
afore mentioned Convertible Warrants to promoters and Non-promoters.
OUTLOOK
Your company enjoys the unbroken patronage of Fortune 500 companies for
the past several years. Contracts with these customers are renewed and
are current for the next five to seven years. Order book position
therefore is good and going ahead further efforts would improve the
position of the company. The company is consistently winning new
customers. The company therefore is optimistic of bright outlook based
on the above two factors. Further, efforts restructure the business
model and improve productivity would not only help win new business but
also yield better financial results.
SUBSIDIARY COMPANIES
The Financial details of the subsidiary companies as well as the extent
of holdings therein are provided in a separate section of the Annual
report. The Company received permission (vide letter No
47/646/2010-CLIII Dt 27/07/2010) from Central Government Under Section
212(8) of Companies Act, 1956, exempting from attaching a copy of
Balance Sheet, Profit and Loss Account and schedules thereof,
Directors Report and Auditors Report of the subsidiary Companies and
other documents required to be attached under section 212(1) of the Act
to the Balance Sheet of the Company. Accordingly the said documents are
not attached with the Balance Sheet of the Company. The Annual Accounts
of the subsidiary Companies are available for inspection by any member
/ investor and the Company will make available these documents /
details upon request by any member of the Company or its subsidiaries
interested in obtaining the same. However the data of the subsidiaries
has been furnished along with the statement pursuant to Section 212 of
the Companies Act, 1956 forming part of the Annual Report. Further
pursuant to Accounting Standard (AS)-21 issued by the Institute of
Chartered Accountants of India, your company has presented the
Consolidated Financial Statements which include financial information
relating to its subsidiaries and forms part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by your
Company in accordance with the requirements of the Accounting Standards
21, 23 & 27 issued by the Institute of Chartered Accountants of India.
The Audited Consolidated Financial Statements together with Auditors
Report thereon forms part of the Annual Report.
DEPOSITS
The Company has not accepted any Deposits from the Public during the
year pursuant to Section 58A of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors Responsibility Statement, it is hereby confirmed
that:
1. In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed and that there are no material departures
from the same.
2. Directors have selected the appropriate Accounting
Policies and applied consistently and have 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 as at 31st March 2009, and of the
profit of the Company for that period.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
THE BOARD OF DIRECTORS
Mr. N. Ramakrishna Rao, retires by rotation at the ensuing Annual
General Meeting and is not offering himself for reappointment due to
professional obligations.
Mr. Santhana Krishnan, who was appointed as Additional Director of the
Company, on 30th January 2010, shall continue to hold the office of
Director until the ensuing 13th Annual General Meeting of the Company,
in accordance with Section 260 of the Companies Act, 1956 and not
received a notice from a Member under Section 257 of the Act proposing
his candidature for the office of Director.
Ms.Kavita Prasad has been appointed as an Additional Director by the
Board on 1st May, 2010 and has been proposed for regularisation in
ensuing Annual General Meeting.
Mr.N.Rangachari & Dr.Santanu Paul tendered resignations as Directors of
the Company which was accepted by the Board in its meeting held on 30th
January, 2010.
AUDITORS
The Companys auditors M/s. P.Murali&Co., Chartered Accountants retire
at the ensuing Annual General Meeting and expressed their willingness
to continue as Auditors of the Company.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
I. Conservation of Energy
Your companys operations are software oriented and not energy
intensive. Adequate measures are taken to conserve energy wherever
possible.
II. Foreign exchange earnings and outgo
(Rs. in Lacs)
Year ended
Particulars 31- Mar-10 31-Mar-09
Earnings 3386.01 3944.62
Expenditure 2746.54 2629.13
The following are missing in the Directors Report:
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provisions of Clause 49 of the Listing Agreement, a
report on Management Discussion & Analysis is enclosed as Annexure 2 to
this Report.
CEOs DECLARATION
Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing
Agreement, a declaration by the Managing Director and CEO of the
Company declaring that all the members of the Board and the Senior
Management Personnel of the Company have affirmed compliance with the
Code of Conduct of the Company, is enclosed as Annexure 4 to this
Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Report on Corporate Governance is enclosed as Annexure 3
forming part of the Annual Report.
A Certificate from a firm of Chartered Accountants in whole time
practice confirming compliance with conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement is annexed to
this Report as Annexure 5.
PARTICULARS OF EMPLOYEES
Information as per Section 217 (2A) of the Companies Act, 1956 read
with Companies (Particulars of Employees) Rules, 1975 and forming part
of Directors Report for the year ended 31st March 2010.
Name Qualifica- Date of Joining Designation Previous Experi-
/ Nature of Employer ence
tions
Employment
N. Sri
nivas M.Com. 21.07.1997 Vice Chairman Sankhya 21 yrs
/ Contractual Management
Services
Ltd
N. Sri
dhar M.Sc 21.07.1997 Managing Sankhya 21 yrs
/ Contractual Director & Management
CEO Services
Ltd
Name % of equity Age Remuneration
shares
held by
employee
in the
Company
N. Srinivas 9.66 50 Rs.36.07 Lakhs
N. Sridhar 9.65 46 Rs.36.07 Lakhs
INDUSTRIAL RELATIONS
Your Company enjoys cordial employee relations, marked by empowerment
and delegation.
ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the unstinted support extended by
the esteemed Customers, Bankers and Institutions. Your Directors also
are pleased to record their appreciation for the services rendered by
the Employees at all levels in bringing about a better performance.
Your Directors express their thanks to the Companys Shareholders, and
the Investors for their sustained confidence in the Management of the
Company.
For and on behalf of the Board of Directors
Place: Secunderabad N R Mohanty
Dated: 14th August 2010 Chairman
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