Directors Report of Senthil Infotek Ltd.

Mar 31, 2024

We have pleasure in presenting the 30thDirectors'' Report on the business and operations of
the Company together with the Audited Financial Statements for the Financial Year ended
31st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rs. In Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	11.20	11.75
Other income	1.45	1.97
Total revenue	12.65	13.72
LESS: Total Expenses except interest and depreciation	12.12	13.13
Profit/(Loss) Before Interest and Depreciation	0.53	0.59
Less: Interest	-	-
Less: Depreciation	-	-
Net Profit/(Loss) before exceptional items	0.53	0.59
Exceptional Items	-	-
Net Profit/(Loss) Before Tax	0.53	0.59
Less: Tax Expense	0.14	0.15
Net Profit/(Loss) for the year After Tax	0.39	0.44
Other Comprehensive Income	-	-
Total Comprehensive Income	0.39	0.44
Earning per Equity Share
Basic	0.01	0.01
Diluted (in Rs.)	0.01	0.01

2. REVIEW OF OPERATIONS:

During the year under the review, the Company has recorded an Income of Rs. 11.20
Lakhs and profit of Rs. 0.39Lakhs as against the Income of Rs. 11.75Lakhs and Profit
of Rs. 0.44Lakhs in the previous Financial Year ending 31.03.2023.

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company''s affairs and related aspects is provided under
Management Discussion and Analysis report, which has been prepared, inter-alia, in
compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 and forms part of this Report.

4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in
the nature of Business.

5. RESERVES:

During the year under review, the Company has transferred the Net Profit of Rs. 0.39
lakhs to Reserve and Surplus of the Company.

6. DIVIDEND:

Your Directors have decided not to recommend dividend for the Financial Year 2023¬
24.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:

There are no major material changes and commitments affecting the financial position
of the Company after the end of the Financial Year and up to date of this report.

8. SHARE CAPITAL:

During the year under review there has been no change in the share capital of the
Company.

The Authorised Share Capital of the Company as on 31.03.2024 is Rs. 6,00,00,000/-
divided into 60,00,000 Equity Shares of Rs. 10/- each. The Paid-up Share Capital of the
Company as on 31.03.2024 is Rs. 50,50,000/- divided into 5,05,000equity shares of
Rs.10/- each.

9. BOARD MEETINGS:

The Board of Directors duly met Five (05) times during the financial year from
01.04.2023 to 31.03.2024. The dates on which the meetings were held are 29.05.2023,
12.08.2023,14.11.2023, 18.12.2023and 12.02.2024.

ATTENDANCE OF DIRECTORS:

Name	Total Meetings Held During the tenure of the director	Attended
Mr. Chellamani Pitchandi	5	5
Mrs. Seethalakshmi Pitchandi	5	5
Mrs. Sreehari Ankem	5	5
Mrs. Surekha Dittakavi	5	5
Mrs. D. Sarada	5	5

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments attracting the
provision of Section 186 of the Companies Act, 2013 during the year under review.

11. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which deals with
the review and approval of related party transactions.

There is no materially significant related party transactions made by the Company with
related parties during the year under review, hence no details are required to be
provided inForm AOC-2 as prescribed under Clause (h) of sub-section (3) of Section
134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

Mr. Chellamani Pitchandi (DIN: 01256061) retires by rotation and being eligible offers
himself for re-appointment.

As required under regulation 36 (3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Regulations, 2015, brief particulars of the Directors
seeking appointment/re-appointment and Directors resigning are given as under:

Name of the Director	Chellamani Pitchandi
Brief resume of the director	He holds a degree of Diploma of Engineering and possesses rich managerial experience of more than 52 years of which 12 years served in M/s Larsen & Toubro Ltd., as S enior Executive.
Qualification and Experience	Diploma of Engineering

Nature of expertise in specific functional areas	Management and Finance
Disclosure of relationships between directors inter-se	Spouse of Mrs. Seethalakshmi Pitchandi and father of Mrs. Malliga
Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years
Shareholding of Directors	20,59,300

13. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

No Independent Directors were appointed during the period under review.

14. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company as on March 31,2024 is available on the website of the
Company: www.senthilinfo.com.

15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL
POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any Subsidiary, Associate or Joint venture.

16. AUDITORS:

a. Statutory Auditors

M/s. GMN Rao & Co., Chartered Accountants, (Firm Registration Number 016126S),
were re-appointed as the Statutory Auditor of the Company to hold office for a period of
five consecutive years from the conclusion of the 28thAnnual General Meeting held in
2022, till the conclusion of the 33rdAnnual General Meeting to be held in 2027.
However they have tendered their resignation w.e.f. 31.10.2023 before the expiry of
their tenure. Subsequent to the Resignation M/s. M S P R & Co., Chartered
Accountants, Hyderabad (Firm Registration Number: 010152S) as the Statutory
Auditors of the Company to fill the Casual Vacancy.However the same was approved
by Shareholders through Postal Ballot.

Now it is proposed to appoint M S P R & Co., Chartered Accountants, as Statutory
Auditors of the Company for a period of five years starting from the conclusion of this
Annual General Meeting till the conclusion of 35th Annual General Meeting of the
Company to be held in the year 2029.

Further the Auditors have confirmed that they have subjected themselves to the peer
review process of Institute of Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the
year ended March 31, 2024 and has noted that the same does not have any
reservation, qualification or adverse remarks. However, the Board decided to further
strengthen the existing system and procedures to meet all kinds of challenges and
growth in the coming years.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act,
2013, the Board has appointed M/s. Nishant Darak &Associates, Practicing Company
Secretaries to undertake Secretarial Audit of the Company for Financial Year ending
31.03.2024. The report of the Secretarial Auditor is enclosed herewith vide
Annexure-1of this Report.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the Financial Year ended
31.03.2024 and has noted that the same has following reservation, qualification or adverse
remarks:

Sl. No.	Qualifications	Management Response
1.	The Company made a delay in filing certain Forms with ROC during the period under review.	Management ensures that corrective action has been initiated to avoid such instances in future.
2.	The Company has prepared its financial statements as per IGAAP instead of Ind-AS as required pursuant to provisions of Section 133 of the Companies Act,2013 read with relevant rules made thereunder.
3.	Company made a delay of one day in making disclosure of material event with respect to resignation of Statutory Auditor under Regulation 30 of SEBI LODR Regulations to the BS E.

4.	Company has not attached the explanatory statement as required under Regulation 36 (5) of SEBI LODR Regulations to the notice of postal ballot for approving appointing of Statutory Auditors of the Company.
5.	Company has obtained the Limited Review Report for the Quarter ended September 30, 2023 from the current statutory auditors instead of the resigning auditors, which is in deviation with the SEBI Circular- CIR/CFD/CMD1/114/2019 dated October 18, 2019.
6.	The Limited Review Report for the Quarter ended June 30, 2023 was issued by the auditor, who was not a peer reviewed firm as required under Regulation 33 (1)(d) of SEBI LODR Regulations.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report is not applicable to the Company for financial year
ending 31.03.2024.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the Company for the year
2023-24.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies read with rules made there
under, the Board has appointed Ch. Krishna Reddy, Chartered Accountant, as Internal
Auditors of the Company.

17. DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74
& 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts)
Rules 2014, during the financial year under review.

18. COMMITTEES:

A. AUDIT COMMITTEE:

Brief Description of Terms of Reference: - The terms of reference of the Audit
Committee encompasses the requirements of Section 177 of Companies Act, 2013

and as per Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and, interalia, includes:

Oversight of the Company''s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;

ii. Recommending the appointment and removal of External Auditors, fixation of audit fee
and approval for payment for any other services;

iii. Reviewing the utilization of loans and/ or advances from/investment by the holding
Company in the subsidiary exceeding Rs. 100 Crores or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments
existing as on the date of coming into force of this provision.

iv. Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.

v. Review with the management and statutory auditors of the annual financial statements
before submission to the Board with particular reference to:

(a) Matters required to be included in the Directors'' responsibility statement to be included
in the Board''s report in terms of clause (c) of sub-Section (3) of Section 134 of the Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by
management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

vi. Review of the quarterly and half yearly financial results with the management before
submission to the Board for approval;

vii. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the
Board to take up steps in this matter;

viii. Review and monitor statutory auditor''s independence and performance and
effectiveness of audit process;

ix. Approval or any subsequent modification of transactions with related parties;

x. Scrutiny of inter-corporate loans and investments;

xi. Review of valuation of undertakings or assets of the Company wherever it is
necessary;

xii. Evaluation of internal financial controls and risk management systems;

xiii. Review with the management, statutory auditors and the internal auditors about the
nature and scope of audits and of the adequacy of internal control systems;

xiv. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure, coverage and frequency of internal audit;

xv. discussion with internal auditors of any significant findings and follow up there on;

xvi. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board;

xvii. discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;

xviii. Look into the reasons for any substantial defaults in payment to the depositors,
debenture-holders, shareholders (in case of non-payment of declared dividend) and
creditors, if any;

xix. Review the functioning of the whistle blower mechanism;

xx. Approval of appointment of Chief Financial Officer after assessing the qualifications,
experience and background, etc. of the candidate

xxi. Review of the following information:

(a) Management discussion and analysis of financial condition and results of operations;

(b) Management letters / letters of internal control weaknesses issued by the statutory
auditors;

(c) Internal audit reports relating to internal control weaknesses;

(d) The appointment, removal and terms of remuneration of the Chief Internal Auditor;

(e) Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

• Annual statement of funds utilized for purposes other than those stated in the offer
document/ prospectus in terms of Regulation 32(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

xxii. Carrying out any other function as may be referred to the Committee by the Board.

Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.

During the financial year 2023-24, (4) Four meetings of the Audit Committee were held
on the 29.05.2023, 12.08.2023, 14.11.2023 and 12.02.2024.

The details of the composition of the Committee and attendance of the members at the
meetings are given below:

Name	Designation	Category	No. of Meetings held	No. of meetings attended
Mrs. Surekha Dittakavi	Chairman	NED(I)	4	4
Mrs. D. Sarada	Member	NED(I)	4	4
Mr. Sreehari Ankem	Member	NED(I)	4	4

NED (I): Non-Executive Independent director
ED: Executive director

During the year, all recommendations of Audit Committee were approved by the Board of
Directors.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (‘NRC'') functions in accordance with
Section 178 of the Act, Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and its Charter adopted by the Board. The terms of
reference of the NRC includes:

To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down and to recommend to the
Board their appointment and /or removal.

b. Devising a policy on diversity of Board of Directors.

c. To formulate the criteria for determining qualifications, positive attributes and
independence of a director, and recommend to the Board a policy, relating to the
remuneration for the Directors, key managerial personnel and other employees.

d. For every appointment of an independent Director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the

Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent Director. The person recommended to the
Board for appointment as an independent Director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee
may:

o use the services of an external agencies, if required;

o consider candidates from a wide range of backgrounds, having due regard to diversity;
and

o consider the time commitments of the candidates.

e. To formulate the criteria for evaluation of performance of Independent Directors and
the Board.

f. whether to extend or continue the term of appointment of the independent Director, on
the basis of the report of performance evaluation of independent Directors.

Recommend to the Board, all remuneration, in whatever form, payable to senior
management.

During the financial year 2023-24, (1) Onemeeting of the Nomination & Remuneration

Committee meeting held on the 12.02.2024.

Name	Designation	Category	No. of Meetings held	No. of meetings attended
Mr. Sreehari Ankem	Chairman	NED(I)	1	1
Mrs. Seethalakshmi Pitchandi	Member	NED	1	1
Mrs. D. Sarada	Member	NED(I)	1	1

NED (I): Non-Executive Independent director
NED: Non-Executive director

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Terms of reference of the committee comprise of various matters provided under
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and section 178 of the Companies Act, 2013 which inter-alia
include:

a) Resolving the grievances of the security holders of the Company including complaints
related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.

b) Proactively communicate and engage with stockholders including engaging with the
institutional shareholders at least once a year along with members of the

Committee/Board/ KMPs, as may be required and identifying actionable points for
implementation.

c) Review of measures taken for effective exercise of voting rights by shareholders;

d) Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;

e) Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company;

f) Such other matter as may be specified by the Board from time to time.

During the financial year 2023-24, (1) one meeting of the Stakeholders and Relationship

Committee meeting held on the 12.02.2024.

Name	Designation	Category	No. of Meetings held	No. of meetings attended
Mr. Sreehari Ankem	Chairman	NED(I)	1	1
Mrs.Seethalakshmi Pitchandi	Member	NED	1	1
Mrs. D. Sarada	Member	NED(I)	1	1

NED (I): Non-Executive Independent director
ED: Executive director

19. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR
COMMITTEE AND CONTENTS OF CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of
Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial
year2022-23, section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility is not applicable and hence the Company need not to adopt any
Corporate Social Responsibility Policy.

20. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business
and size of the operations, to effectively provide for safety of its assets, reliability of
financial transactions with adequate checks and balances, adherence to applicable
statues, accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on a regular basis. It
has a comprehensive budgetary control system to monitor revenue and expenditure
against approved budget on an ongoing basis.

21. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the 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 Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the
Company''s Code of Conduct.

In terms of Regulations 25(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of
the Board of Directors and Committee(s).

The separate meeting of Independent Director was held on 12.02.2024 in which all
three Independent Directors were present.

22. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company''s operations and
businesses. Interaction with the Business heads and key executives of the Company is
also facilitated. Detailed presentations on important policies of the Company are also
made to the directors. Direct meetings with the Chairman are further facilitated to
familiarize the incumbent Director about the Company/its businesses and the group
practices.

23. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that
would impact the going concern status of the Company and its future operations.

24. CONSOLIDATED FINANCIAL STATEMENT:

Since the Company does not have any subsidiary or associate company there is no
requirement of preparing the Consolidated Financial Statements during the financial
year 2023-24 in accordance with relevant accounting standard issued by the Institute
of Chartered Accountants of India.

25. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

26. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”)
read with the relevant circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the due date is required
to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by
the Central Government.

During the year under review, no amount of dividend was unpaid or unclaimed for a
period of seven years and therefore no amount is required to be transferred to Investor
Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

27. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is
provided hereunder:

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. Research & Development and Technology Absorption:

a) Research and Development (R&D): NIL

b) Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has adopted a whistle blower policy and has established the necessary
vigil mechanism for directors and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to facilitate reporting of the genuine concerns about unethical or
improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against
victimization of directors and employees who avail of the mechanism and also provides
direct access to the Chairman of the Audit Committee. The said policy has been
uploaded on the website of the Company.

29. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the
Organization. The Company has a robust risk management framework to identify,
monitor and minimize risks and also to identify business opportunities. As a process,
the risks associated with the business are identified and prioritized based on severity,
likelihood and effectiveness of current detection. Such risks are reviewed by the senior
management on a periodical basis.

30. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI ((LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015)
Regulation provides an overview of the affairs of the Company, its legal status and
autonomy, business environment, mission & objectives, sectoral and operational
performance, strengths, opportunities, constraints, strategy and risks and concerns,
as well as human resource and internal control systems is appended as Annexure -
2for information of the Members.

31. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandated the formulation of certain policies for all listed companies. All the policies are
available on our website www.senthilinfo.com.

32. PARTICULARS OF REMUNERATION:

A table containing the particulars in accordance with the provisions of Section 197(12)
of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure-4 to this Report.

A statement showing the names of the top ten employees in terms of remuneration
drawn and the name of every employee- they are only 2 employees in the Company
who are drawing salary.

During the year under review, none of the employees is drawing a remuneration of
Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per
month, the limits specified under the Section 197(12) of the Companies Act,2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 the ratio of remuneration Managing Director is nil as no
remuneration is being drawn.

33. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) and 134(5) of the Companies Act,
2013 and on the basis of explanation given by the executives of the Company and
subject to disclosures in the Annual Accounts of the Company from time to time, we
state as under:

a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that period;

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

d) That the Directors have prepared the annual accounts on a going concern basis;

e) That the Directors have lain down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

f) 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.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor''s u/s 143(12).

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirement of the provisions of the sexual harassment of women at
workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made
thereunder, the Company has constituted Internal Complaints Committees as per
requirement of the Act which are responsible for redressal of complaints relating to
sexual harassment against woman at workplace. During the year under review, there
were no complaints pertaining to sexual harassment against womenpending at the
beginning of the year or received during the year.

36. BOARD EVALUATION:

The Company has adopted a formal mechanism for evaluation of the performance of
the Board, its committees and individual directors, including the Chairman of the
Board, in accordance with the requirement under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly
evaluation of the performance of the Board and its Committees have been carried out
annually.

The evaluation is performed by the Board, Nomination and Remuneration Committee
and Independent Directors with specific focus on the performance and effective
functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies
Amendment Act, 2017 the Company adopted the recommended criteria by Securities
and Exchange Board of India

The criteria for performance evaluation covers the areas relevant to the functioning of
the Board and Board Committees such as its composition, oversight and effectiveness,
performance, skills and structure etc.

37. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

38. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following
activities except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee''s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares:
NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

39. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review no Company has become its subsidiary, joint venture or
associate Company.

40. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’
INDEPENDENCE:

A. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration
Committee for identifying persons who are qualified to become Directors and to
determine the independence of Directors, in case of their appointment as independent
Directors of the Company.

B. Terms and References:

(i) “Director” means a director appointed to the Board of a Company.

(ii) “Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19
of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.

(iii) “Independent Director” means a director referred to in sub-section (6) of Section 149 of
the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015.

C. Policy:

a. Qualifications and criteria:

(i) The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole
and its individual members. The objective is to have a board with diverse background
and experience that are relevant for the Company''s operations.

(ii) In evaluating the suitability of individual Board member, the NR Committee may take
into account factors, such as:

• General understanding of the company''s business dynamics, global business and
social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.

(iii) The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act, 2013;

• shall Endeavour to attend all Board Meeting and wherever he is appointed as a
Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors and senior
Management personnel;

• shall disclose his concern or interest in any company or companies or bodies
corporate, firms, or other association of individuals including his shareholding at the
first meeting of the Board in every financial year and thereafter whenever there is a
change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the
Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015and other relevant laws.

(iv) The Nomination & Remuneration Committee shall evaluate each individual with the
objective of having a group that best enables the success of the company''s business.

b. Criteria of independence:

(i) The Nomination & Remuneration Committee shall assess the independence of
Directors at time of appointment/ re-appointment and the Board shall assess the same
annually.

(ii) The Board shall re-assess determinations of independence when any new interest or
relationships are disclosed by a Director.

(iii) The criteria of independence shall be in accordance with guidelines as laid down in
Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015.

(iv) The Independent Director shall abide by the “Code for Independent Directors “as
specified in Schedule IV to the companies Act, 2013.

c. Other Directorships/Committee Memberships:

(i) The Board members are expected to have adequate time and expertise and
experience to contribute to effective Board performance. Accordingly, members should
voluntarily limit their directorships in other listed public limited companies in such a way
that it does not interfere with their role as Director of the company. The NR Committee
shall take into account the nature of, and the time involved in a Director Service on
other Boards, in evaluating the suitability of the individual Director and making its
recommendations to the Board.

(ii) A Director shall not serve as director in more than 20 companies of which not more than
10 shall be public limited companies.

(iii) A Director shall not serve an independent Director in more than 7 listed companies and
not more than 3 listed companies in case he is serving as a whole-time Director in any
listed company.

(iv) A Director shall not be a member in more than 10 committee or act chairman of more
than5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and
stakeholder''s relationship committee of all public limited companies, whether listed or
not, shall be included and all other companies including private limited companies,
foreign companies and companies under section 8 of the Companies Act, 2013 shall be
excluded.

41. REMUNERATION POLICY:

A. Scope:

This policy sets out the guiding principles for the Nomination and Remuneration
committee for recommending to the Board the remuneration of the directors, key
managerial personnel and other employees of the company.

B. Terms and Reference:

In this policy the following terms shall have the following meanings:

(i) “Director” means a director appointed to the Board of the company.

(ii) “Key managerial personnel” means

• The Chief Executive Office or the managing director or the manager;

• The company secretary;

• The whole-time director;

• The chief finance Officer; and

• Such other office as may be prescribed under the companies Act, 2013

(iii) “Nomination and Remuneration Committee” means the committee constituted by
Board in accordance with the provisions of section 178 of the companies Act,2013 and
reg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

1. Remuneration to Executive Director and Key Managerial Personnel:

(i) The Board on the recommendation of the Nomination and Remuneration (NR)
committee shall review and approve the remuneration payable to the Executive
Director of the company within the overall approved by the shareholders.

(ii) The Board on the recommendation of the NR committee shall also review and approve
the remuneration payable to the key managerial personnel of the company.

(iii) The Remuneration structure to the Executive Director and key managerial personnel
shall include the following components:

• Basic pay

• Perquisites and Allowances

• Commission (Applicable in case of Executive Directors)

• Retrial benefits

• Annual performance Bonus

(iv) The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance Bonus will be approved by the committee based
on the achievement against the Annual plan and Objectives.

2. Remuneration to Non-Executive Directors:

(i) The Board, on the recommendation of the Nomination and Remuneration Committee,
shall review and approve the remuneration payable to the Non-Executive Directors of
the Company within the overall limits approved by the shareholders as per provisions
of the Companies act.

(ii) Non-Executive Directors shall be entitled to sitting fees attending the meetings of the

Board and the Committees thereof. The Non-Executive Directors shall also be entitled
to profit related commission in addition to the sitting fees.

3. Remuneration to other employees:

Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the
organization. Individual remuneration shall be determined within the appropriate grade
and shall be based on various factors such as job profile skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.

42. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed,
and disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards
of dealing in Company securities. The Insider Trading Policy of the Company covering
code of practices and procedures for fair disclosure of unpublished price sensitive
information and code of conduct for the prevention of insider trading, is available on our
website: www.bhaskaragro.com.

43. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate
system of internal control, including monitoring procedures, to ensure that all assets
are safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant
to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the
Management Discussion and Analysis Report which forms part of this Report.

44. INSURANCE:

The properties and assets of your Company are adequately insured.

45. CREDIT & GUARANTEE FACILITIES:

During the year under review, the Company has not availed credit and guarantee
facilities.

46. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking upmost care in

complying with all pollution control measures from time to time strictly as per the
directions of the Government.

We would like to place on record our appreciation for the efforts made by the
management and the keen interest shown by the Employees of your Company in this
regard.

47. CORPORATE GOVERNANCE:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of
the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

48. CEO/ CFO CERTIFICATION:

The Managing Director and CFO certification of the Financial Statements for the
Financial Year 2023-2024 is annexed in this Annual Report as Annexure-5.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken
from banks and financial institutions.

50. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, there were no applications filed for corporate insolvency
resolution process, by a financial or operational creditor or by the company itself under
the IBC before the NCLT or remained pending.

51. 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 for their
continued support for the growth of the Company.

For and on behalf of the Board
Senthil Infotek Limited

Sd/- Sd/-

Chellamani Pitchandi Seethalakshmi Pitchandi
Place: Hyderabad Managing Director Director

Date: 03.09.2024 (DIN: 01256061) (DIN: 02779034)

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Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 21st Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

During the year under review, performance of your company as under:

(Rs. In Lakhs)

Particulars 2014-2015 2013-14

Total Revenue 8,07 10.47

Total Expenses 7.52 9.88

Gross Profit 0.55 0.59

Provision for Depreciation -- -- Net Profit Before Tax 0.55 0.59

Provision for Tax 0.18 0.18

Net Profit After Tax 0.37 0.41

Balance of Profit brought forward 81.94 81.53

Balance available for appropriation 82.31 81.94

Proposed Dividend on Equity Shares -- --

Tax on proposed Dividend -- --

Transfer to General Reserve -- --

Surplus carried to Balance Sheet 82.31 81.94

2. STATE OF COMPANY'S AFFAIRS & FUTRURE OUTLOOK

During the period under review, the turnover of the Company has decreased to 8.07 Lakhs as against that of the previous year. of Rs. 10.47 Lakhs. The financials depict decrease in profits for the current year as against the profit of Rs. 0.37 Lakhs mainly due to the decrease in revenues of the Company.

The changing economic and business conditions followed by evolving consumer/client preferences and rapid technological innovations and adopting, the Company is making efforts for creating an increasingly receptive market in the present IT Sector. Thus, the current driving motto of all IT sectors Companies is to transform their operation and business undertakings in the most productive manner and earn returns

However, the Company is optimistic in improving and continue to focus on reflecting and delivering superior performance on projects undertaken and reap profits in the coming years.

3. CHANGES IN NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business carried out by the Company.

4. DIVIDEND

During the F.Y 2014-15, the Company has not been able to earn profits so as to reward the shareholders. Therefore, your directors do not recommend any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES:

No Transfer to Reserves is proposed and accordingly the entire balance available in profit and loss account is retained in it.

6. SHARE CAPITAL:

The Share Capital of your Company is Rs. 5,05,00,000 During the Financial Year 2014-15, there has been no change in the share Capital of the Company.

7. PUBLIC 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 Companies (Acceptance of Deposits) Rules, 2014 during the year.

8. DIRECTORS

Your Board consists of SIX Directors including FOUR Independent non- executive Directors. The declaration from all the independent directors are being obtained both at the time of appointment and at the first Board meeting of the financial year annually.

A. BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the financial year under review, your Board met FIVE times and the dates of the board meeting held are 29.05.2014, 31.07.2014, 14.08.2014, 31.10.2014 and 31.01.2015The details of the Board Meetings held during the year are covered in the Clause No. 2 of the Corporate Governance Report.

Shri Chellamani Pitchandi&Shri Senraj Muthiah Sennavanadi,directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Your Board recommends their appointment.

B. INDEPENDENT DIRECTORS AND THEIR DECLARATION:

During the year under review, your Board in the Annual General Meeting held on 29th September, 2014 has appointed Smt. Sarada Dittakavi as an independent directors of the Company to comply with the provisions of Sections 149 of the Companies Act, 2013 which mandates every listed Company to have at least 1/3rd of its directors as Independent directors.

All the Independent Directors have given a declaration under sub-section (7) of Section 149 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 Clause 49 of the Listing Agreement.

C. KEY MANAGERIAL PERSONNEL (KMPs)

Your Company has not Appointed company secretary & Chief Financial Officer (KMPs) as required under section 203 due to meager business revenues

D. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors.

The extract of thepolicies are provided along with board evaluation template is in "Annexure II"

9. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, 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 as at 31st March, 2015 and of the profit /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 the Companies Act 2013 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;

e) 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.

f) 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.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the company's policies, the safe guarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.

11. STATUTORY AUDITORS:

Pursuant to the resolution passed by the members in their 20th Annual General Meeting held on 29.09.2014, M/s P Srinivasan & Co., Chartered Accountants, the statutory Auditors of the Company to hold the office till the conclusion of the annual general meeting of the company to be held in the calendar year 2017 subject to ratification every year. Accordingly, the Company has received written consent and a certificate from them to the effect that such appointment if made within the limits as prescribed under Section 139 of the Companies Act, 2013 read with the respective Rules. The Board recommends for ratification for their appointment.

12. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Shri. Ajay S Shrivastava, Practicing Company Secretary, Hyderabad to undertake the Secretarial Audit and certify the same for the Company.

As regrading appointment of KMPs, the same is clarified in point 8(C) above.

The Secretarial Audit Report is provided as "Annexure III".

The qualifications made in the Secretarial Audit Report are clarified hereunder-

13. EXPLANATION TO THE QUALIFICATIONS/RESERVATIONS /ADVERSE REMARKS IF ANY, MADE BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORT:

Since there are no qualification, reservation, adverse remark or disclaimer made by the statutory auditor in his report and / or by the Secretarial Auditor in the Secretarial Audit report, there is no need to give any explanation by the Board in this report.

14. MANAGERIAL REMUNERATION:

A statement containing the details of is given as Annexure 'E' forming part of this Report

The details of Remuneration paid to the Directors, KMP's and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Form mGt-9 forming part of the Directors Report and Corporate Governance Report, and same are Nil

15. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year under review, there has been no significant and material orders passed by any regulators or courts or tribunal.

16. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration as prescribed under Section 197 of the Companies Act, 2013. Hence the details are NIL

17. ANTI SEXUAL HARASSMENT POLICY:

Your Company has female employees and the majority of working staff/ employees arescattered and mobile in nature, hence, there lies no question of sexual Harassment and neither any complaints received/resolved or pending.

However, the Company adopts the Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

19. ESTABLISHMENT OF VIGIL MECHANISM:

Your Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. The Policy is annexed to this Report as Annexure IV. The Whistle Blower Policy is made available on the website of the Companywww.senthilinfo.com

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There are no related party transactions.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since during the financial year under review, the Company's performance does not attract

the provisions set under Section 135 of the Companies Act, 2014 read with rules made thereunder, hence, the compliance to the to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, is not required.

22. CORPORATE GOVERNANCE CERTIFICATE:

Your Company has been constantly reassessing and benchmarking itself with well- established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement and applicable provisions of Companies Act, 2013.

A report on Corporate Governance covering among others details of meetings of the Board and Committees along with a certificate for compliance with the Clause 49 of the Listing Agreement issued by the Practicing Company Secretary- Shri. Ajay S Shrivastava, forms part of this Annual Report.

Your Board has in accordance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement has adopted new policies and amended existing policies such as policy on Related Party Transaction, Code of Conduct for Directors and Senior Management, Corporate Social Responsibility Policy and Whistle Blower and Vigil Mechanism Policy. These policies are available on the website of the Company and can be viewed on www.senthilinfo.com

I. AUDIT COMMITTEE:

The Board has constituted the Audit Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Audit Committee along with Meetings held during the year are covered in the Clause 7 of the Corporate Governance Report in ANNEXURE IV

II. NOMINATION AND REMUNERATION COMMITTEE-ANNUXERE V

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report. Annexure V

23. LISTING:

The shares of your Company are listed at BSE Ltd and Madras Stock Exchange Limited (De-Recognized). The Company has duly complied with all the applicable provisions of the Listing Agreement.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in "Annexure VIM" which forms part of this report.

CONSERVATION OF ENERGY :

1 the steps taken or impact on conservation of energy

2 the steps taken by the company for utilizing alternate sources of energy

Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible

3 the capital investment on energy conservation equipment's

TECHNOLOGY ABSORBTION:

1. The efforts made towards technology absorption

Since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil.

2. The benefits derived like product improvement, cost reduction, product development or import substitution

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- - the details of technology imported the year of import;

* whether the technology been fully absorbed

* if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

3. The expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of foreign currency earnings and outgo during the year are NIL.

25. DISCLOSURES

i. Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are contained in Note No. 13 to the Standalone Financial Statements.

ii. Transactions with Related Parties:

There are no related party transactions.

iii. Unclaimed Dividend:

During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company is Nil.

iv. Subsidiaries & joint ventures:

The company neither has any subsidiaries nor entered into joint venture with any Company or institution during the year under review

v. Employee stock options & sweat equity shares:

During the year under review, the Company has not issued any Employee Stock Options and sweat Equity shares

vi. Extract of the Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return in Form MGT-9 is attached as Annexure VII

26. ACKNOWLEDGEMNENTS:

Your directors take this opportunity to express their gratitude for the assistance and co- operation extended by Government Authorities, Bankers and other business associates along with our estimated Shareholders and employees.

For and on behalf of the Board SENTHIL INFOTEK LIMITED

Sd/-

Chellamani Pitchandi Managing Director DIN: 01256061

Sd/-

Seetha Lakshmi Pitchandi Date: 26.08.2015 Director Place: Hyderabad DIN:02779034

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Mar 31, 2014

The Members

SENTHIL INFOTEK LIMITED

The Directors present the 20th Annual Report of the Company together with the Audited Balance Sheet and Statement of Profit and Loss for the year ended 31stMarch, 2014.

1. FINANCIAL RESULTS:

During the year, the Company carried on its operations on software and dataprocessing operations with the following results.

(Rupees in Lakhs) Particulars 31.03.2014

Income from Operations ( Incl Other Income) 10.47

Net profit before Taxes 0.59

Net profit after Taxes 0.41

2. OPERATIONS:

During the year under review, although the revenue from operations were reduced to Rs. 10.30 Lakhs as against Rs. 19.16 Lakhs in the previous year, the Net profit after tax has increased to Rs. 0.41 Lakhs. Owing to the Company''s initiative for marginalizing its resources to productive use, the Company has substantially decreased its expenses from Rs. 19.39 lakhs to Rs. 9.88 Lakhs.The Company has undertaken software development and processing works during the year.

3. FUTURE OUTLOOK:

The changing economic and business conditions followed by evolving consumer/client preferences and rapid technological innovations and adopting, the Company is making efforts for creating an increasingly receptive market in the present IT Sector. Thus, the current driving motto of all IT sectors Companies is to transform their operation and business undertakings in the most productive manner and earn returns.

On the other hand, it is said that the Indian IT outsourcing sector''s exports may grow by 12-14 per cent, an optimistic estimate, in the current financial year, instills the investors and the management of the Companies about their

secured investment and flow of more funds for projects. Also, owing to the political transparency and separation of state hood, shall allow the Companies to plan and execute their projects in efficient manner.

The company is focused to unlock such demand and undertake new projects with low investment, thereby promising the yields and better market capitalization in the said industry.

4. DIVIDEND:

Due to inadequacy of profits, your Directors do not recommend any dividend for the Financial year ended 31.03.2014.

5. DIRECTORS:

Pursuant to the provisions of Section 152 (6)(a) of the Companies Act, 2013, Mr. Chellamani Pitchandi and Shri. Senraj Muthiah Sennavanadi, Directors retire by rotation at theensuing Annual General Meeting and being eligible, offerthemselves for re-appointment.

Pursuant to the notification of Section 149 and other applicable provisions of the Companies Act, 2013 read with rules thereon and the Clause 49 of the Listing Agreement, the Independent Directors viz. Shri. Sreehari Ankemand Mrs. D. Saradaare proposed to be appointed as Independent Directors for five years from the date of ensuingAnnual General Meeting.

6. AUDITORS:

M/s P. Srinivasan & Co., Chartered Accountants, Secunderabad retire as statutory Auditors of the Company at the ensuing Annual General Meeting and being eligible,offer themselves for re-appointment for holding office from this Meeting until the conclusion of the next Annual General Meeting. The Board of Directors shall fix their remuneration as per the terms agreed upon.

Pursuant to the Companies (Audit & Auditors ) Rules, 2014, the Board recommends the appointment of Statutory Auditors to hold office for next Three Years, subject to ratification at the every Annual General Meeting of the Company.

7. FIXED DEPOSITS:

Your Company has not accepted fixed deposits from public or its shareholdersduring the year under review.

8. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act,2013, Your Directors report:

i. That in the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii. That your Directors have selected appropriate accounting policies and applied them consistently and made judgements 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 account of Company for that period.

iii. That your 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 your Company and for preventing and detecting any frauds and other irregularities.

iv. That your Directors have prepared the Annual Accounts on going concern basis for the Financial Year ended 31.03.2014 and

v. That your directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating efficiently.

vi. That your Directors had devised proper systems to ensure the compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

9. PARTICULARS OF EMPLOYEES:

During the year under review, there were NIL employees drawing remuneration above the limits specified under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo are NIL.

11. RESEARCH AND DEVELOPMENT:

The Company continually invests in Research and Development of new products and services, designs, frameworks, processes and methodologies. This effort creates a strong quality culture, enhances productivity and customer satisfaction. The goal of research and development is to create new knowledge. The purpose of a research group in a company is to create new knowledge the company can use to improve the business. Research is typically not a business or a profit center but a long term investment, which helps a company to generate more revenue and profits. A technology player needs research simply to develop new technologies that it can then use to bring out newer products in the market place. Research and Development strategies are linked with those of the entire organization such that product development drives business value throughout its functional departments.

12. LISTING:

The shares of your Company are listed at BSE Limited and Madras Stock Exchange ( Now de-funct) .

13. SUBSIDIARY COMPANY:

There are no subsidiaries to your Company as on the date of report.

14. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the report on Corporate governance.

15. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA is provided as a separate section in the annual report.

16. NOMINATION & REMUNERATION COMMITTEE:

The Board has constituted Nomination & Remuneration Committee consisting of 3 Non- executive Independent Directors. The terms of reference of the Committee cover nomination of members to the Board, evaluation of compensation and benefits for Executive Director(s), Non-Executive Director(s) and looking after the issues relating to employees remuneration.

During the financial year 2013-14 (nine months period ended 31.03.2014), there were no meetings of the Committee since no remuneration is paid to any Director.

17. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their grateful appreciation for theco-operation and assistance by Government Authorities, Bankers and otherbusiness associates as well as shareholders and employees.

For and on behalf of the Board SENTHIL INFOTEK LIMITED

Sd/- C. PITCHANDI Managing Director

Sd/- Date: 14.08.2014 P. SEETHALAKSHMI Place: Secunderabad Director

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Mar 31, 2012

The Directors present the Eighteenth Annual Report of the Company together with the Audited Accounts for the year ended 31 March 2012.

1. FINANCIAL RESULTS:

During the year, the Company carried on its operations on software and data processing operations with the following results.

(Rupees in Lakhs)

Income earned 11.58

Net profit before Taxes 2.45

Net profit after Taxes 1.71

2. OPERATIONS:

During the year under review, the revenue of the Company has increased to more than 100% to Rs. 9.94 lacs. The increase in revenue is due to increase in sales and other income of the company. The net profit also reflects the same and rose to Rs. 1.70 Lacs. Senthil Infotek Ltd has been engaged in software development and processing.

3. FUTURE OUTLOOK:

The Indian information technology (IT) industry has played a major role in placing India on the international map. The domestic IT services market in India is estimated to grow from $ 5.7 billion in 2008 to $12.8 billion in 2013, which represents a Compound Annual Growth Rate (CAGR) of 18.6 percent, The current scenario in the IT industry of India and the tremendous growth registered in recent years has generated much optimism about the future of the Indian Information technology industry.

The Company is poised to explore the avenues being created out of demand for IT services in all walks of life with focus on Engineering and Computer Aided Designing which promises to be a huge market due to major infrastructure development initiatives by the Governments with Private partnerships.

4. DIVIDEND:

Due to inadequacy of profits, your Directors do not recommend any dividend for the year under review.

5. DIRECTORS:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Shri. A. Sreehari and Shri. S. Senraj Muthaiah, Directors retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

During the year, the Board has appointed Smt. Dittakavi Sarada as Additional Director after receiving her consent to act as Director in their meeting held on 22nd February, 2012 and a notice has been received u/s 257 for her appointment as Director liable to retire by rotation. The Board recommends her appointment.

6. AUDITORS:

M/s P. Srinivas & Co., Chartered Accountants, Hyderabad retire as statutory Auditors of the Company at the ensuing Annual general Meeting and being eligible, offer themselves for re-appointment for holding office until the conclusion of next Annual General Meeting. The Board of Directors shall fix their remuneration as per the terms agreed upon.

7. FIXED DEPOSITS:

Your Company has not accepted fixed deposits from public or its shareholders during the year under review.

8. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, Your Directors report:

(i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed.

(ii) That your Directors have selected appropriate accounting policies and applied them consistently so as to depict 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 account for that period.

(iii) That your Directors have taken proper and sufficient care with respect to the maintenance of required and mandated records under the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and preventing and detecting any frauds and other irregularities.

(iv) That your Directors have prepared the Annual Accounts for the Financial Year ended 31.03.2012 as per the going concern concept.

9. PARTICULARS OF EMPLOYEES:

During the year under review, there were NIL employees drawing remuneration above the limits specified under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 217(1) (e) of the Companies Act, 1956, the particulars of conservation of energy and technology absorption are annexed hereto and Foreign exchange earnings and outgo are NIL.

11. RESEARCH AND DEVELOPMENT:

A software products company’s lifeblood is research and development. It generates the product sets for the Company’s sales and has an ongoing relationship with the product post-release through patches and upgrades. To foster innovation and remain competitive, a software company leadership must acknowledge Research and Development Department’s vital role within the organization, and partner with them to achieve transparent accountability for its projects. Research and Development strategies are linked with those of the entire organization such that product development drives business value throughout its functional departments.

We continually invest in Research and Development of new products and services, designs, frameworks, processes and methodologies. This effort creates a strong quality culture, enhances productivity and customer satisfaction. We have a dedicated team working full time on Research and Development activities.

12. LISTING:

The shares of your Company are listed at Bombay Stock Exchange and Madras Stock Exchange.

13. SUBSIDIARY COMPANY:

There are no subsidiaries to your Company as on the date of report.

14. CORPORATE GOVERNANCE REPORT:

Your Company has complied with the provisions of Clause 49 of the Listing Agreement as amended for Corporate Governance. The Corporate Governance Report is included in this Annual Report. The auditor’s certificate on compliance is also annexed to this report.

15. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their grateful appreciation for the co-operation and assistance by Government Authorities, Bankers and other business associates as well as shareholders and employees.

For and on behalf of the Board SENTHIL INFOTEK LIMITED

Sd/- C. PITCHANDI Managing Director

Sd/- P. SEETHALAKSHMI Director

Place: Secunderabad Date : 03.09.2012

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Mar 31, 2010

The Directors present the Sixteenth Annual Report of the Company together with the Audited Accounts for the year ended 31 March 2010.

Financial Results

During the Year the company started its operations on software and data processing operations with the following results.

Income earned 4,57,964

Net profit before Taxes 75,964

Net profit after Taxes 52,491

Since the floriculture activity is not having very good prospects your directors are continuing the Agro based activity and have disposed off part of the surplus land.

Corporate Governance

Your Company has complied with the recommendations of the Kumara Mangalam Birla Committee on Corporate Governance constituted by SEBI. Explanations have been given regarding the reasons for non-compliance if any. The Corporate Governance Report is included in this Annual Report. The auditor's certificate on compliance is annexed to this report.

Directors

During the year Sri A Srihari and Sri S.Senraj Muthaiah retire by rotation and being eligible: offer themselves for re-appointment.

Directors Responsibility Statement. In terms of 217(2AA) of the Companies Act. 1956. your Directors state that

1. Applicable Accounting Standards have been followed, in the preparation of annual accounts.

2. Such Accounting policies had been selected and consistently applied and that they 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 company for the year

3. Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities. -

4. The Annual Accounts for the Company have been prepared on a going concern basis.

Auditors

The Company's Auditors M/s. P. Srinivasan & Co. Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

Conservation of energy, technology absorption and foreign exchange earnings outgo.

There are no particulars to be furnished as the company is yet to commence commercial operation..

Particulars of Employees

The company has no employee drawing salary exceeding the specified limit of Rs.24.00 lacs per annum or Rs. 2.00 lacs per month, to be furnished as required under section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules 1975.

Appreciation

Your directors wish to thank the company's bankers for their continued support. The Directors also take this opportunity to thank the fraternity of shareholders for their continued confidence reposed in the management of the company.

Your Directors thank the various departments of the State and Central Governments and look forward to their continued support in the future.

For and on behalf of the Board

Secunderabad P. SeethaLakshmi C.Pitchandi

August 1,2010 Director Managing Director

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Mar 31, 2009

The Directors present the Fifteenth Annual Report of the Company together with the Audited Accounts for the year ended 31 March 2009.

Financial Results

During the Year. the company started its operations on software and data processing operations with the following results.

Income earned 5,43,755

Net profit before Taxes 92,859

Net profit after Taxes 62,606

Since the floriculture activity Is not having very good prospects your directors are continuing the Agro based activity and have disposed off part of the surplus land.

Corporate Governance

Your Company has complied with the recommendations of the Kumar Mangalam Birla Committee on Corporate Governance constituted by SEBI. Explanations have been given regarding the reasons for non-compliance If any. The Corporate Governance Report Is Included In this Annual Report. The auditor's certificate on compliance is annexed to this report.

Directors

During the year Mrs. P, Seetha Lakshmi retires by rotation and being eligible: offers herself for reappointment. During the year Mrs. D. Surekha retires by rotation and being eligible offers herself for re-appointment

Directors Responsibility Statement. In terms of 217(2AA) of the Companies Act.1956. your Directors state that

1. Applicable Accounting Standards have been followed, in the preparation of annual accounts.

2. Such Accounting policies had been selected and consistently applied and that they 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 company for the year.

3. Proper and sufficient care had been taken for the maintenance of adequate accounting records In accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts for the Company have been prepared on a going concern basis.

Auditors

The Company's Auditors M/s. P. Srivasan & Co. Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment,

T-anservation of energy, technology absorption and foreign exchange earnings outgo.

There are no particulars to be furnished as the company Is yet to commence commercial operation..

Particulars of Employees

The company has no employee drawing salary exceeding the specified limit of Rs.24.00 lacs per annum or Rs. 2.00 lacs per month, to be furnished as required under section 217(2A) of the companies Act, 1956 read with the .companies (Particulars of Employees) Rules 1975.

Appreciation

Your directors wish' to thank the company's bankers for their continued support. The Directors also take this opportunity to thank the fraternity of shareholders for their continued confidence reposed In the management of the company. Your Directors thank the various departments of the State and Central Governments and look forward to their continued support in the future.

For and on behalf of the Board

Secunderabad P. SeethaLakshmi C. Pitchandi

August 1,2009 Director Managing Director