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SESHACHAL TECHNOLOGIES LIMITED th 19 Annual Report 2013-14

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Page 1: 19 Annual Report 2013-14 th - bseindia.comH.No. 7-1-636/23, 2nd Floor, Sri Ganesh Nilayam, Near ESI,S.R.Nagar, Hyderabad - 500038 Share Transfer Agents: M/s Karvy Computershare Pvt

SESHACHAL TECHNOLOGIES LIMITED

th19 Annual Report 2013-14

Page 2: 19 Annual Report 2013-14 th - bseindia.comH.No. 7-1-636/23, 2nd Floor, Sri Ganesh Nilayam, Near ESI,S.R.Nagar, Hyderabad - 500038 Share Transfer Agents: M/s Karvy Computershare Pvt
Page 3: 19 Annual Report 2013-14 th - bseindia.comH.No. 7-1-636/23, 2nd Floor, Sri Ganesh Nilayam, Near ESI,S.R.Nagar, Hyderabad - 500038 Share Transfer Agents: M/s Karvy Computershare Pvt

Annual Report

2013-14

Board of Directors

Mrs. Anita Chitturi : Managing Director

Mr. Narendra Chitturi : Director

Mr. Indrayya Chitturi : Director

Mr. Nalla Bulli Venkaiah : Director

Mr. Bethina Hanumantha Rao : Director

Mr. Sudhakar Devarapalli : Director

Registered Office : Door No: 15-93/5, Aganampudi,

B C Colony, Gajuwaka, Visakhapatnam,

Andhra Pradesh - 530046

Auditors : M/s. L N P & Co.

H.No. 7-1-636/23, 2nd Floor, Sri Ganesh Nilayam,

Near ESI,S.R.Nagar, Hyderabad - 500038

Share Transfer Agents : M/s Karvy Computershare Pvt Ltd,

Plot No. 17-24, Vittal Rao Nagar, Madhapur,

Hyderabad, AP 500081

Corporate Office : H.No. 8-2-120/110/115, G1, Vijaya Residency,

Road No. 14, Banjara Hills,

Bankers : State Bank of India

PBB Phase, Masab Tank Branch, Hyderabad

Hyderabad - 500 034.

SESHACHAL TECHNOLOGIES LIMITED

3th

19 Annual Report 2013-14

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NOTICE

Notice is hereby given that the Nineteenth Annual General Meeting of SESHACHAL

TECHNOLOGIES LIMITED will be held at D.No. 15-93/5, Aganampudi, BC Colony, Gajuwaka, th

Visakhapatnam, Andhra Pradesh – 530046 on Tuesday, 30 September, 2014 at 11:00 A.M. to

transact the following business:

ORDINARY BUSINESS:

1) To receive, consider and adopt the Audited Profit and Loss Account for the year ended

31st March, 2014 and Balance Sheet as at that date together with Directors Report and

Auditors Report thereon.

2) To appoint a director in place of Shri B. Hanumanth Rao who retires by rotation and being

eligible offers himself for re-appointment.

3) To appoint M/s. LNP & Co, Chartered Accountants, Hyderabad to hold office until the

conclusion of sixth Annual General Meeting to be held after this meeting, subject to

ratification at every Annual General Meeting and to fix their remuneration for the financial

year ending 31st March, 2015.

SPECIAL BUSINESS:

4) To appoint Shri Chitturi Indrayya (DIN: 05143179) as an Independent Director and in this

regard to consider and if thought fit, to pass, with or without modification(s), the following

resolution as an Ordinary Resolution

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other

applicable provisions if any of the Companies Act, 2013 (including any statutory

modification(s) or re-enactment thereof for the time being in force) and the rules made

there under, Shri Chitturi Indrayya whose period of office is liable to determination by

retirement of directors by rotation under the provisions of the Companies Act, 1956 and in

respect of whom the Company has received a notice in writing from a member along with

the deposit of the requisite amount pursuant to Section 160 of the Companies Act, 2013

proposing his candidature for the office of Director be appointed as Independent Director

to hold office for 5 (five) consecutive years commencing from 01st October 2014.”

5) To appoint Shri Nalla Bulli Venkaiah (DIN: 02388981) as an Independent Director and in

this regard to consider and if thought fit, to pass, with or without modification(s), the

following resolution as an Ordinary Resolution

SESHACHAL TECHNOLOGIES LIMITED

4th

19 Annual Report 2013-14

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SESHACHAL TECHNOLOGIES LIMITED

5th

19 Annual Report 2013-14

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other

applicable provisions if any of the Companies Act, 2013 (including any statutory

modification(s) or re-enactment thereof for the time being in force) and the rules made

there under, Shri Nalla Bulli Venkaiah whose period of office is liable to determination by

retirement of directors by rotation under the provisions of the Companies Act, 1956 and in

respect of whom the Company has received a notice in writing from a member along with

the deposit of the requisite amount pursuant to Section 160 of the Companies Act, 2013

proposing his candidature for the office of Director be appointed as Independent Director

to hold office for 5(five) consecutive years commencing from 01st October 2014.”

6) To appoint Shri Sudhakar Devarapalli (DIN: 05144698) as an Independent Director and in

this regard to consider and if thought fit, to pass, with or without modification(s), the

following resolution as an Ordinary Resolution

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other

applicable provisions if any of the Companies Act, 2013 (including any statutory

modification(s) or re-enactment thereof for the time being in force) and the rules made

there under, Shri Sudhakar Devarapalli whose period of office is liable to determination by

retirement of directors by rotation under the provisions of the Companies Act, 1956 and in

respect of whom the Company has received a notice in writing from a member along with

the deposit of the requisite amount pursuant to Section 160 of the Companies Act, 2013

proposing his candidature for the office of Director be appointed as Independent Director

to hold office for 5(five) consecutive years commencing from from 01st October 2014.”

By Order of the Board of Directors

Sd/-

Place: Hyderabad Ch. Anita

Date: 14.08.2014 Managing Director

DIN: 02873548

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NOTES:

a. The Register of Members and the Share Transfer Books of the Company will remain

closed from Wednesday, 24th September 2014 to Tuesday, 30th September 2014 (both

days inclusive) in connection with the Annual General Meeting of the Company

b. Explanatory Statement as required under Section 102(2) of the Companies Act, 2013 is

annexed.

c. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to

attend and vote instead of himself and a proxy need not be a member.

d. The instrument appointing a proxy must be deposited with the Company at its Registered

Office not less than 48 hours before the time for holding the Meeting.

e. Corporate Members intending to send their authorized representatives to attend the

Meeting are requested to send a certified copy of the Board Resolution authorizing their

representatives to attend and vote on their behalf at the Meeting.

f. The Company's Registrar and Transfer Agents for its share registry work is done by the

company, since all shares are in Physical form. and Electronic) are M/s. Karvy Computer

Share Private Limited (RTA).

g. Members can avail of the facility of nomination in respect of securities held by them in

physical form pursuant to the provision of Section 72 of the Companies Act, 2013.

Members desiring to avail of this facility may send their nomination in the prescribed duly

filled-in to RTA. Members holding shares in electronic mode may contact their respective

Depository Participant (DP) for availing this facility.

h. Members are requested to

• intimate to the DP, changes, if any, in their registered addresses and/or changes in

their bank account details, if the shares are held in dematerialized form.

• intimate to the Company's RTA, changes if any, in their registered addresses, in their

bank account details, if the shares are held in physical form (share certificates).

• consolidate their holdings into one folio in case they hold Shares under multiple

folios in the identical order of names.

• Dematerialize their Physical Shares to Electronic Form (Demat) to eliminate all risks

associated with Physical Shares. Our Registrars and Transfer Agents viz., M/s.

Karvy Computer Share Private Limited, may be contacted for assistance, if any, in

this regard.

i. The Securities and Exchange Board of India has made it mandatory for all companies to

use the bank account details furnished by the Depositories for payment of dividend

through Electronic Clearing Service (ECS) to investors wherever ECS and bank details

SESHACHAL TECHNOLOGIES LIMITED

6th

19 Annual Report 2013-14

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are available. In the absence of ECS facilities, the Company will print the bank account

details, if available, on the payment instrument for distribution of dividend. The Company

will not entertain any direct request from Members holding shares in electronic mode for

deletion of/change in such bank details.

j. The Securities and Exchange Board of India (SEBI) has mandated the submission of

Permanent Account Number (PAN) by every participant in securities market. Members

holding shares in electronic form are, therefore, requested to submit the PAN to their

Depository Participants with whom they are maintaining their demat accounts. Members

holding shares in physical form can submit their PAN details to the Company.

k. Members are requested to refer to the Corporate Governance Report for information in

connection with the unpaid / unclaimed dividend liable to be transferred to Investor

Education and Protection Fund (IEPF) administered by the Central Government.

l. Brief resume of Directors including those proposed to be appointed / re-appointed, nature

of their expertise in specified functional areas, names of companies in which they hold

directorships and memberships / chairmanships of Board Committees, shareholding and

relationships between directors inter-se as stipulated under Clause 49 of the Listing

Agreement with the Stock Exchanges, are provided in the Corporate Governance Report

forming part of the Annual Report.

m. In order to save the natural resources Members are requested to register their e-mail

address/addresses with the Depository Participants, if the shares are held in

dematerialized form and with the Company's Registrar & Transfer Agent if the shares are

held in physical form, in case you have not registered your email ids till now.

thn. Electronic copy of the Notice of the 19 Annual General Meeting of the Company inter alia

indicating the process and manner of e-voting along with Attendance Slip and Proxy Form

is being sent to all the members whose email IDs are registered with the

Company/Depository Participants(s) for communication purposes unless any member

has requested for a hard copy of the same. For members who have not registered their th

email address, physical copies of the Notice of the 19 Annual General Meeting of the

Company inter alia indicating the process and manner of e-voting along with Attendance

Slip and Proxy Form is being sent in the permitted mode.

tho. Members may also note that the Notice of the 19 Annual General Meeting and the

Annual Report for 2014 will also be available on the Company's website for their

download. The physical copies of the aforesaid documents will also be available at the

Company's Registered Office in for inspection during normal business hours on working

days. Even after registering for e-communication, members are entitled to receive such

communication in physical form, upon making a request for the same, by post free of

cost. For any communication, the shareholders may also send requests to the Company's

investor email id:

SESHACHAL TECHNOLOGIES LIMITED

7th

19 Annual Report 2013-14

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SESHACHAL TECHNOLOGIES LIMITEDD.No.15-93/5, Aganampudi, BC Colony, Gajuwaka, Visakhapatnam, Andhra Pradesh 530046

Website: www.seshachal.com

CIN: L72200AP1994PLC063259

1. Name and Registered Address :of the sole/ first named Member

2. Name(s) of the Joint :Member(s), if any

3. Registered Folio No./ :DP ID No./Client ID No.

4. Number of shares held :

Dear Member(s),

Subject: Instructions for E-votingPursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and

thAdministration) Rules, 2014 members can exercise their right to vote at the 19 Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting facility made available by Company's Registrar & Share Transfer Agents, Karvy Computershare Private Limited ('KCPL' or 'Karvy'). The e-voting facility is available at the link https://evoting.karvy.com.

The Company has engaged services of Karvy Computershare Private Limited ('KCPL' or 'Karvy') as the Authorized Agency to provide e-voting facility. Your electronic voting (e-voting) particulars are set out below:

EVEN (E-voting Event Number) USER ID PASSWORD/ PIN

The e-voting facility will be available during the following voting period:

Commencement of e-voting End of e-voting

rd thTuesday, 23 September, 2014 Thursday, 25 September, 2014

(9:00 a.m. IST) (6:00 p.m. IST)

thThe Cut-off date for the purpose of e-voting is Thursday, 14 August, 2014.

Please read the instructions printed overleaf before exercising your vote.th th

These details and instructions form integral part of the Notice dated 14 August, 2014 for the 19 th

Annual General Meeting of the Company to be held on Tuesday, 30 September, 2014 at 11.00 a.m.

Yours faithfully,For and on behalf of the Board of Directors

Sd/-

Ch. Anita

Place: Hyderabad Managing Director

Date: 14.08.2014 DIN: 02873548

SESHACHAL TECHNOLOGIES LIMITED

8th

19 Annual Report 2013-14

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INSTRUCTIONS FOR E-VOTING

(a) The instructions for e-Voting are as under:

(I) Launch internet browser by typing the following URL: https://evoting.karvy.com.

(II) User ID and Password for e-voting is provided in the table given on the face of this

document.

(III) Click on Shareholder Login.

(IV) Enter user ID and password as initial password /PIN. Click login.

(V) The Password Change Menu will appear on your screen. Change the password/PIN

with new password of your choice with minimum 8 digits/characters or combination

thereof. It is strongly recommended not to share your password with any other

person and take utmost care to keep your password confidential.

(VI) Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.

(VII) Select the “EVEN” (e-Voting Event Number) of SESHACHAL TECHNOLOGIES

LIMITED.

(VIII) Now you are ready for e-Voting as Cast Vote page opens.

(IX) Cast your vote by selecting an appropriate option and click on “Submit” and also

“Confirm” when prompted.

(X) Upon confirmation, the message “Vote cast successfully” will be displayed.

(XI) Once you have voted on the resolution, you will not be allowed to modify your vote.

(XII) Corporate/ Institutional shareholders (i.e. other than individuals, HUFs, NRIs etc.)

are required to send scanned copy (PDF/JPG Format) of the relevant Board

Resolution/Authority Letter etc. together with attested specimen signature of the

duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through

e-mail to [email protected], with a copy marked to [email protected].

(XIII) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for

Shareholders and e-voting user manual for Shareholders available at the

Downloads section of https://evoting.karvy.com alternatively you can also contact

[email protected] for any queries or grievances connected with e-voting service.

SESHACHAL TECHNOLOGIES LIMITED

9th

19 Annual Report 2013-14

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(b) Other Instructions:

(i) If you are already registered with Company's Registrar & Share Transfer Agents,

Karvy Computershare Private Limited (Karvy) for e-Voting then you can use your

existing user ID and password/PIN for casting your vote.

(ii) You can also update your mobile number and e-mail ID in the user profile details of

the folio which may be used for sending future communication(s).

rd(iii) The E-voting shall commence on 9.00 A.M. on 23 September 2014 and ends at

th6.00 P.M. on 25 September, 2014. During this period, Members of the Company

holding shares either in physical form or in dematerialized form, as on the cut-off th

date of Thursday, 14 August, 2014 may cast their vote electronically. The e-voting

module shall be disabled by M/s. Karvy Computershare private Limited for voting

thereafter. Once the vote on a resolution is cast by the shareholder, he/she shall not

be allowed to change it subsequently. Electronic voting shall not be beyond the said

date and time.

(iv) The voting rights of the Members shall be in proportion to their shares of the paid up th

equity shares capital of the Company as on the cut-off date of Thursday, 14

August, 2014 and as per the Register of Members of the Company.

(v) Mr. Ch. Veeranjaneyulu, Practicing Company Secretary (FCS: 6121 CP: 6392) and

Partner M/s. VCSR & Associates, Company Secretaries has been appointed as the

Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

(vi) The scrutinizer shall, within a period not exceeding three (3) working days from the

conclusion of the e-voting period, unblock the votes in the presence of at least two

(2) witnesses not in the employment of the Company and make a Scrutinizer's

Report of the votes cast in favour or against, if any, forthwith to the Chairman &

Managing Director of the Company.

(vii) The results declared alongwith the Scrutinizer's Report shall be placed on the

Company's website www.seshachal.com and on the websites of Company's

Registrar & Share Transfer Agents, Karvy Computershare Private Limited (Karvy)

https://evoting.karvy.com within two working days of passing of the resolutions at th th

the 19 Annual General Meeting of the Company on Tuesday, 30 September, 2014

and communicated to BSE Limited where the shares of the Company are listed.

(viii) The resolution shall be deemed to be passed on the date of the AGM, subject to

receipt of sufficient votes through a compilation of e-Voting results and voting held

at AGM.

SESHACHAL TECHNOLOGIES LIMITED

10th

19 Annual Report 2013-14

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SESHACHAL TECHNOLOGIES LIMITED

11th

19 Annual Report 2013-14

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SESHACHAL TECHNOLOGIES LIMITED

12th

19 Annual Report 2013-14

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SESHACHAL TECHNOLOGIES LIMITED

13th

19 Annual Report 2013-14

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Company Name : Seshachal Technologies Limited

(CIN: L72200AP1994PLC063259)

Details Required for Creation of Event No.:

Particulars Details

E-Voting Type (Postal Ballot/ Annual General Meeting

AGM/EGM/CGM)

thAGM Notice Date Thursday, 14 August, 2014

Company Authorized Person Name Mr. Ch Madan Mohan

Designation Compliance Officer

rdVoting Start Date Tuesday, 23 September, 2014

at 9:00 a.m. IST

thVoting End Date & Time Thursday, 25 September, 2014

at 6:00 p.m. IST

Number of Resolutions (resolution soft copy) Six(6)

thCut off date Thursday, 14 August, 2014

Mailing of AGM Notice (e-mails ids) YES

thDespatch of AGM Notice 06 September, 2014

ndResult Date 2 October, 2014Declaration of Results.

th(AGM Date: 30 September, 2014)

e-voting Form Soft copy (PDF file) Attached

AGM Notice Soft copy (PDF file) Attached

Scrutinizer Name Mr. Ch. Veeranjaneyulu, Practicing

Company Secretary (FCS: 6121 CP: 6392)

Partner.

M/s. VCSR & Associates

Practising Company Secretaries,

8-3-945, 3rd Floor,

F No. 305 D, Pancom Business Centre

Ameerpet, Hyderabad- 500073.

Scrutinizer Telephone No: 040- 23743021, 40078155

Scrutinizer Email id [email protected]

Scrutinizer PAN No. AFIPC4986L

SESHACHAL TECHNOLOGIES LIMITED

14th

19 Annual Report 2013-14

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thResolution proposed to be moved at the 19 Annual General Meeting scheduled to be held on

thTuesday, 30 September, 2014:

VoteResolutionResolution

No. For Against Abstain

Ordinary Business

1 Adoption of Balance Sheet, Statement of Profit &

Loss, Directors' Report and Auditors' Report for st

the year ended 31 March, 2014.

2 Reappointment of Mr. B. Hanumanth Rao,

Director who retires by rotation.

3 Appointment of LNP &Co., Chartered

Accountants, Hyderabad as Statutory Auditors.

Special Business

4 Appointment of Shri Chitturi Indrayya

as Independent Director.

5 Appointment of Shri Nalla Bulli Venkaiah

as Independent Director.

6 Appointment of Shri Sudhakar Devarapalli

as Independent Director.

SESHACHAL TECHNOLOGIES LIMITED

15th

19 Annual Report 2013-14

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EXPLANATORY STATEMENT SETTING OUT MATERIAL FACTS AS REQUIRED BY

SECTION 102 (2) OF THE COMPANIES ACT, 2013

ITEM 4, 5 AND 6

Shri Chitturi Indrayya, Shri Nalla Bulli Venkaiah and Shri Sudhakar Devarapalli are serving on

the Board of your company as Independent Directors in compliance to the Clause 49 of the

Listing Agreement with BSE.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, your company needs to

have at least one third of the total number of directors as Independent Directors.

Shri Chitturi

Indrayya, Shri Nalla Bulli Venkaiah and Shri Sudhakar Devarapalli

The Independent Directors appointed herein shall not be liable to retire by rotation.

Based on the disclosures received from each of these Directors, the Board satisfied that each

of these Directors meets the criteria for independence as laid down in Section 149(6) of the

Companies Act, 2013 and they are not disqualified as contemplated under Section 164 of the

Companies Act, 2013.

The details pertaining to these directors required to be provided pursuant to clause 49 of

Listing Agreement are furnished in the statements on the Corporate Governance forming part

of this Annual Report

Shri Chitturi Indrayya, Shri Nalla Bulli Venkaiah and Shri Sudhakar Devarapalli are not holding

any equity shares of the company

Your Directors commend this resolution for approval of the shareholders as an ordinary

resolution.

Shri Chitturi Indrayya, Shri Nalla Bulli Venkaiah and Shri Sudhakar Devarapalli are concerned

or interested in their respective resolutions pertaining to their appointment

The Company has received notices in writing from members' along with the deposit of requisite

amount under Section 160 of the Act proposing the candidatures of each of

for the office of Directors of

the Company

By Order of the Board of Directors

Sd/-

Ch. Anita

Place: Hyderabad Managing Director

Date: 14.08.2014 DIN: 02873548

SESHACHAL TECHNOLOGIES LIMITED

16th

19 Annual Report 2013-14

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Directors' Report

Dear Members,

The Directors have pleasure in presenting before you the Nineteenth Annual Report of the

Company together with the Audited Statements of Accounts for the year ended 31st March, 2014.

Financial Results:

Particulars 31.03.2014 31.03.2013

Rs Rs.

I) INCOME

a) Income from operations 0 1685000

b) Other Income 0 2000

TOTAL 0 1687000

II) EXPENDITURE

a) Operating Expenses 0 0

b) Payments & Benefits To Employees 0 981000

c) Administrative Expenses 83857314 2515589

TOTAL 83857314 3496589

III) PROFIT BEFORE INTEREST AND DEPRECIATION (83857314) (1809589)

Interest 719 3214

IV) PROFIT BEFORE DEPRECIATION (83858033) (1812803)

Depreciation 114401 114401

V) PROFIT /(LOSS)BEFORE TAX (83972434) (1927204)

Prior period Expenses 0 0

Prior period Incomes 0 0

VI) PROVISION FOR TAXATION (83972434) (1927204)

For Current Income Tax 0 0

For Deferred Tax/Liability (Asset) 0 0

PROFIT / (LOSS)AFTER TAX (83972434) (1927204)

Basic and Diluted Earnings Per Share (12.09) (0.28)

Performance:

During the year 2013-14, the Company has incurred a net loss of Rs.839.72 Lakhs. The

Company main business is software services. The year under review has been encouraging

and we expect ensuing financial year to be more fruitful as the company is setting the floor for

achieving its targets.

SESHACHAL TECHNOLOGIES LIMITED

17th

19 Annual Report 2013-14

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Directors

Shri B.Hanumanth Rao, will retire by rotation at the ensuing annual general meeting and,

being eligible, offer himself for reappointment.

Statutory Auditors

M/s L N P & CO., Chartered Accountants, Hyderabad, the Company's Auditors retire at the

conclusion of the ensuing Annual General Meeting. They have signified their willingness to

accept re-appointment and have further confirmed their eligibility U/s. 141 of Companies Act,

2013.

The Board of Directors in accordance with the provisions of Section 139 of the Companies Act,

2013 and their rules made thereunder recommends their appointment for a term of Five years th th

from the conclusion of 19 Annual General Meeting to the conclusion of 24 Annual General

Meeting subject to ratification every year at the Annual General Meeting for the consideration

of the Shareholders.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under

Clause 49 of Listing agreement with the Stock Exchanges in India, is presented in a separate

section forming part of the Annual Report.

Fixed Deposits:

The Company has not accepted any deposits from the public in terms of Section 58A of the

Companies Act, 1956

Particulars of Employees:

The particulars of employees whose details need to be provided under section 217(2A) of the

Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 not

applicable to the company.

Your directors also place on record their deep sense of appreciation of the services of the staff

and workers of the Company, who have contributed for the administration of the Company's

affairs.

Directors Responsibility Statement:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with

respect to Directors' Responsibility Statement, it is hereby confirmed that:

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• in the preparation of the annual accounts, the applicable accounting standards read with

requirements set out under Schedule VI to the Companies Act, 1956, have been followed

and there are no material departure from the same;

• 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 as at March 31, 2014 and profit for the year

ended on that date;

• the Directors have taken proper and sufficient care 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 and

• the Directors have prepared the annual accounts of the Company on a 'going concern'

basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and

Out Go:

The particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange

earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 read

with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are

as follows

a) Conservation of Energy: Not Applicable

b) Technology absorption, Adoption and Innovation: Not Applicable

c) Foreign Exchange earnings and outgo: Not Applicable

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause

49 of the Listing Agreement. A report on Corporate Governance is included as a part of this

Annual Report.

Certificate from the Practicing Company Secretary, M/s. VCSR & Associates, Company

Secretaries confirming the compliance with the conditions of Corporate Governance as

stipulated under Clause 49 of the Listing Agreement is attached to this report.

SECRETARIAL AUDITORth

The Board of Directors at their meeting held on 14 August, 2014 pursuant to the provisions of

Section 203 of the Companies Act, 2013 has appointed Mr. Ch. Veeranjaneyulu, Practicing

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Company Secretary as the Secretarial Auditor of the company to undertake the Secretarial

Audit for the Financial Year 2014-15.

Acknowledgements:

Your Directors wish to place on record their gratitude to the Company's shareholders,

customers, vendors and bankers for their continued support to the company growth initiatives.

Your Directors also wish to place on record, their appreciation of the contribution made by

employees at all levels, who through their competence, sincerity, hard work, solidarity and

dedicated support, have enabled your Company to make rapid strides in its business initiatives

Your Directors also thank the Central and State Governments and their various agencies and

other Governmental agencies for extending their support during the year, and look forward to

their continued support.

On behalf of the Board of Directors

Sd/- Sd/-

Place: Hyderabad Ch. Anita Ch. Narendra

Date: 14.08.2014 Managing Director Director

DIN: 02873548 DIN: 00955611

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CORPORATE GOVERNANCE

(Mandatory Requirements)

INTRODUCTION:

The Securities and Exchange Board of India (SEBI) has introduced a Code of Corporate

Governance (Code) by way of amendment to the listing agreement with the Stock Exchanges.

The Company has complied with the mandatory requirements of the Code.

Report on Corporate Governance

In terms of Compliance to Clause No. 49 of the Listing Agreement on Corporate Governance,

your Company is complying with the guidelines. The report for current year is as follows:

(1) Company's Philosophy:

The Company's policies, practices and philosophy adopted since inception are in

line with Corporate Governance. These policies, practices are required periodically to

ensure its effective compliance. The composition of Board of Directors is well balanced

with a view to manage the affairs of the Company efficiently and professionally and

provide satisfaction to all stakeholders including customers, shareholders and employees.

(2) Board of Directors:

The Composition of the Board of Directors of the company meets the stipulated

requirements.

The Board of Directors comprises a Managing Director, executive director and non-

executive Directors. The Board functions as a full Board or through Committees. The

Board and the Committees meet at regular intervals to discuss on areas of Policy

formulation, evaluation of performance and control functions vest with Board, while the

Committees oversee operational issues

(l) Composition and Category of Directors as of March 31, 2014 is as follows:

Sl No. Name Designation Category

1. Smt. Anita Chitturi Managing Director Promoter &

Executive Director

2. Shri Narendra Chitturi Director Promoter &

Non- Executive Director

3. Shri Bethina Hanumantha Rao Director Non- Executive Director

4. Shri Nalla Bulli Venkaiah Director Independent

5. Shri Chitturi Indrayya Director Independent

6. Shri Sudhakar Devarapalli Director Independent

Conduct of Board Proceedings

The day to day business is conducted by the executives of the Company under the directions

of Managing Director and Executive Directors and the supervision of the Board. The Board

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holds periodical meetings every year to review and discuss the performance of the Company,

its future plans, strategies and other pertinent issues relating to the Company.

The Board performs the following specific functions in addition to the oversight of the business

and the management.

• Review, monitor and approve major financial and business strategies and corporate

actions

• Assess critical risk facings the company and review options for their mitigation

• Ensure that processes are in place for maintaining the integrity of

o the Company;

o the financial statements;

o compliance with laws;

o relationship with customers, suppliers and other stakeholders;

• Delegation of appropriate authority to the committees / executive directors / senior

executives of the company for effective management of operations

Number of Board Meetings held

Five Board Meetings were held during the year 2013-2014. The intervening period between

two Board Meetings was well within the maximum gap of four months prescribed under Clause

49 of Listing Agreement.

The details of the Board Meetings are as under: 30th May 2013,14th August 2013, 31st August

2013,14th November 2013 and 14th February 2014.

Attendance of Directors at the Board Meetings, last Annual General Meeting (AGM) and

number of other directorships and chairmanships / memberships of each Director in various st

companies as on 31 March 2014 is as under:

NAME OF DIRECTOR NO. OF BOARD LAST AGM

MEETING ATTENDED ATTENDANCE (YES/NO)

Smt. Anita Chitturi 5 YES

Shri Narendra Chitturi 5 YES

Shri Bethina Hanumantha Rao 5 YES

Shri Nalla Bulli Venkaiah 3 YES

Shri Chitturi Indrayya 2 YES

Shri Sudhakar Devarapalli 3 YES

in accordance with Clause 49, Memberships / chairmanships of only the Audit Committee and

Shareholders' / Investors Grievance Committees of all Public Limited Companies (excluding

Seshachal Technologies Limited) have been considered.

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• Apart from receiving sitting fee for attending meetings, the Independent Directors do not

have any material pecuniary relationships or transactions with the Company, its

promoters, Directors, senior management or its holding company, subsidiaries and

associates which may affect the independence of the Director.

• The Independent Directors are not related to the promoters or persons occupying

management positions at the Board level or at one level below the Board.

• The Independent Directors have not been executives of the Company in the immediately

preceding three financial years.

• They are not partners or executives or were not so during the preceding three years of the

-Statutory audit firm or the internal audit firm associated with the Company.

-Legal firm(s) and consulting firm(s) that have a material association with the Company.

• The Independent Directors are not material suppliers, service providers or customers or

lessors or lessees of the Company, which may affect their independence.

• They are not the substantial shareholders of the Company i.e. do not own 2 per cent or

more of the block of voting shares.

Details of Directors

Brief resume of all the Directors of the company are furnished hereunder:

Shri Nalla Bullivenkaiah, aged 50 years, is Independent Director of our Company. He holds

vast experience in areas such as development, administration and industrial management.

thShri N Bullivenkaiah joined the Board of Directors of the Company with effect from 14

November 2011 and he is currently the Chairman of the Board and Member of Audit

Committee.

stShri N Bullivenkiah does not hold any Equity Shares in the Company as on 31 March 2014

Shri Chitturi Indraiah, aged 48 years, is Independent Director of our Company. He holds vast

experience in areas such as development, administration and industrial management.

thShri CH Indraiah joined the Board of Directors of the Company with effect from 14 November

2011.

stShri Ch Indraiah does not hold any Equity Shares in the Company as on 31 March 2014

Shri Devarapalli Sudhakar, aged 48 years, is Independent Director of our Company. He

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holds vast experience in areas such as development, administration and industrial

management.

thShri D Sudhakar joined the Board of Directors of the Company with effect from 14 November

2011 and member of Audit Committee.

stShri D Sudhakar does not hold any Equity Shares in the Company as on 31 March 2014

3. Committees of the Board

The Company has the following standing committees of the Board.

a. Audit Committee

Composition, Name of the Members and Chairman

In terms of Clause 49 of the Listing Agreement and Section 292A of the Companies Act,

1956, the Board of Directors of the Company has constituted an Audit Committee

comprising of Two Non-Executive and Independent Directors and One Executive Director.

Name Designation Category

Shri Nalla Bulli Venkaiah Chairman Non-Executive and

Independent Director

Shri Sudhakar Devarapalli Member Non-Executive and

Independent Director

Shri Bethina Hanumantha Rao Member Non-Executive

and Non-Independent Director

The Minutes of the meetings of the Audit Committee are circulated to all the members of the

Board along with the Agenda.

Terms of reference of the Committee are as follows:

• Review the un-audited quarterly results and Annual accounts of the company

• Oversee the Company's financial reporting process and the disclosure of its financial

information to ensure that the financial statements are correct and credible.

• Recommending the appointment and removal of external auditor, fixation of audit fee and

also approval for payment of any other services

• Reviewing with the management, the annual financial statements before submission to the

Board focusing primarily on:

(i) Any changes in accounting policies and practices

(ii) Major accounting entries based on exercise of judgment by the management

(iii) Qualifications in draft audit reports

(iv) Significant adjustments arising out of the audit

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(v) The going concern assumption

(vi) Compliance with accounting standards

• Any related party transactions i.e. transactions of the company of material nature, with

promoters or the management, their subsidiaries or relatives etc. that may have potential

conflict with the interests of the company at large

• Reviewing, with the management, the quarterly financial statements before submission to

the board for approval

• Reviewing the adequacy of internal audit function, 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

• Discussion with internal auditors any significant findings and follow-up thereon.

• Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspicion of fraud or irregularity or failure of internal control systems of a

material nature and reporting the matter to the board

• Discussion with external auditors before the audit commences, on the nature and scope of

audit and also post- audit to ascertain any areas of concern

• Reviewing the company's financial and risk management policies

• To look into and review the reasons for substantial defaults, if any, in payments to the

depositors, debenture holders, shareholders (in case of non-payment of declared

dividends) and creditors;

Attendance of the members at the Audit Committee Meetings:

During the current financial year 2013-2014 Four Audit Committee Meetings were held and the

details of the Audit Committee Meetings were held on 30th May 2013,14th August 2013,14th

November 2013 and 14th February 2014 and all the members were presented.

b. Remuneration Committee

The Remuneration Committee has been constituted to formulate and recommend to the

Board all elements of the remuneration package of the Managing Director and Executive

Directors, including performance / achievement bonus and perquisites payable to the

Whole Time Directors.

In terms of Clause 49 of the Listing Agreement, the Board of Directors of the Company

has constituted this Committee comprising of all the Three Members being Non-Executive

and majority being Independent Directors:

Name Designation

Shri Chitturi Indrayya Chairman

Shri Nalla Bulli Venkaiah Member

Shri Bethina Hanumantha Rao Member

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The Minutes of the meetings of the Remuneration Committee are circulated to all the

members of the Board along with the Agenda.

The Committee will meet as and when any remuneration is to be fixed for any Director/

Managing Director.

The Remuneration Committee is responsible for devising policy for compensation and

benefits for Executive Directors and frames policies and systems for Associate Stock

Option Plans.

The terms of reference of the Remuneration Committee are as follows:

• The Remuneration Committee recommends to the board the compensation terms of

the executive directors

• Framing and implementing on behalf of the Board and the shareholders, a credible

and transparent policy on remuneration of executive directors including ESOP,

Pension Rights and any compensation payment

• Considering approving and recommending to the Board the changes in designation

and increase in salary of the executive directors

• Ensuring the remuneration policy is good enough to attract, retain and motivate

directors

• Bringing about objectivity in fixing the remuneration package while striking a balance

between the interest of the Company and the shareholders

c. Investor Grievance & Share Transfer Committee

This Committee comprises of the following members

Name Designation

Shri Sudhakar Devarapalli Chairman

Shri Nalla Bulli Venkaiah Member

Shri Bethina Hanumantha Rao Member

The terms of reference of the Investor Grievance & Share Transfer Committee are as

follows:

To allot the equity shares of the Company, and to supervise and ensure:

(i) Efficient transfer of shares; including review of cases for refusal of transfer /

transmission of shares and debentures;

(ii) Redressal of shareholder and investor complaints like transfer of shares, non-receipt

of balance sheet, non-receipt of declared dividends etc;

(iii) Issue of duplicate / split / consolidated share certificates;

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(iv) Review of cases for refusal of transfer / transmission of shares and debentures;

(v) Reference to statutory and regulatory authorities regarding investor grievances;

(vi) And to otherwise ensure proper and timely attendance and redressal of investor

queries and grievances.

Shareholders complaints Status:

Details of complaints for the year 2013-14:

Sl. Nature Number

No 2013-14 2012-13

Received Attended Received Attended

1 Dematerialization/ Rematerialization Nil Nil Nil Nil

2 Loss of shares/Duplicate Certificate Nil Nil Nil Nil

3 Split Nil Nil Nil Nil

4 Transfer of shares Nil Nil Nil Nil

5 Others Nil Nil Nil Nil

Name and designation of Compliance Officer: Mr. Ch. Madan Mohan

4. General Body Meetings:

The details of date, location and time of the last three Annual General Meetings held areas

under:

Financial Year Date Time Address

2012-13 30.09.2013 09:30A.M D No 15-93/5, Aganampudi, B C Colony,

Gajuwaka, Visakhapatnam - 530046

2011-12 29.09.2012 09:30A.M D No 15-93/5, Aganampudi, B C Colony,

Gajuwaka, Visakhapatnam - 530046

2010-11 30.09.2011 09:30A.M D No 15-93/5, Aganampudi, B C Colony,

Gajuwaka, Visakhapatnam - 530046

5. Postal Ballot:

No Special Resolutions was passed through Postal Ballots during the Financial Year 2013-

2014.

6. DISCLOSURES;

a. Disclosures on materially significant related party transactions i.e. transactions

of the Company of material nature, with its Promoters, the Directors or the

management, their relatives, or subsidiaries etc., that may have potential

conflict with the interest of the Company at large

None of the businesses proposed to be transacted in the ensuing Annual General

Meeting require passing a special resolution through postal ballot.

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The disclosures with regard to transactions with related parties are given in the Notes st

to the Accounts of the audited financial statements for the year ended 31 March

2014. These transactions are not in conflict with the interest of the Company.

b. Disclosure of Accounting Treatment

The financial statements are prepared on accrual basis of accounting and in

accordance with Indian GAAP and as per the provisions of the Companies Act, 1956

(the Act) and comply with material aspects with the accounting standards notified in

Section 211 (3C) of the Act read with the Companies (Accounting Standard) Rules,

2006

c. Board Disclosures

i. Risk Management

Currently, the Company's risk management approach comprises of the following:

• Governance of Risk

• Identification of Risk

• Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are

analysing and working in mitigating them through co-ordination among the

various departments. Insurance coverage and personal accident coverage for

lives of all employees are also being taken.

Your company put in place the risk management framework, which helps to

identify various risks cutting across its business lines. The risks are identified

and are discussed by the representatives from various functions.

Presentation to the Board of Directors and the Audit Committee is made on risk

management. The Board and the Audit Committee provides oversight and

review the risk management policy periodically.

ii. Internal Control System

Your company has in place adequate systems of internal control commensurate

with its size and the nature of its operations. These have been designed to

provide reasonable assurance with regard to recording and providing reliable

financial and operational information, complying with applicable statutes,

safeguarding assets from unauthorized use or losses, executing transactions

with proper authorization and ensuring compliance of internal policies. The

Company has a well-defined delegation of power and defined limits for approving

revenue as well as capital expenditure. Processes for formulating and reviewing

annual and long term business plans have been laid down to ensure adequacy of

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the control system, adherence to the management instructions and legal

compliances.

d. CEO / CFO Certification

The CEO / CFO Certification on the financial statements and internal control are

separately annexed.

7. Compliance with Non-mandatory requirements

a. Non-Executive Chairman's Office: The Company doesn't maintain any office of the

Non-executive chairman and any expenditure incurred by him in performance of his

duties will be reimbursed by the Company.

b. Tenure of Independent Directors: In terms of the Governance Policy of the

Company, all Directors including Independent Directors except Managing Director are

appointed / re-appointed for a period of three to five years or a shorter duration in

accordance with retirement guidelines as determined by the Board from time to time.

No maximum tenure for Independent Directors has been specifically determined by

the Board.

c. Remuneration Committee: The Company has a Remuneration Committee under

the nomenclature “Remuneration Committee”, the details of which are provided in this

Report under the section “Committees of Board Remuneration Committee”

d. Shareholders Rights: The Quarterly, half-yearly and annual financial results of the

Company are published in newspapers on all India basis and complete set of annual

report is sent to every Shareholder of the Company

e. Audit Qualifications: During the financial year 2013-2014, there are no audit

qualifications in the Company's financial statements.

f. Training of Board Members: Strategic supervision of the Company is the

responsibility of the Board. To achieve this, the Board undertakes periodic review of

various matters including business-wise performance and related matters, risk

management, borrowings, internal & external audit findings etc., Directors are also

briefed on changes / developments in the domestic / global corporate and industry

scenario including those pertaining to statutes / legislation and economic

development.

g. Mechanism for evaluation of Non-Executive Directors: The role of the Board of

Directors is to provide direction and exercise control to ensure that the Company is

managed in a manner that fulfils stakeholders' aspirations and societal expectations.

The Board has not evolved any method/mechanism for appointment of non-executive

directors.

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h. Whistle Blower Policy: The Company encourages open door policy where every

employee have access to the Head of the Business / Department, employees are free

to report existing / probable violation of laws, regulations or unethical conduct in the

organization.

8. Means of Communication

Quarterly Results sent to each No

shareholders residence

Newspaper wherein Quarterly / Half- Business Standard English and

yearly / Yearly financial results are published Praja Shakthi Telugu

Any website where results or official news www.seshachal.com

are displayed

Whether it also displays official news release Yes, the official news releases are

posted on the Company's website

The presentations made to institutional No presentations is made to institutional

investors or to the analysts investors or the analysts

Whether Management discussion and Yes

analysis report is part of the Annual Report

SEBI Complaints Redressal System (SCORES)

SEBI has initiated SCORES for processing the investor complaints in a centralized web

based redress system and online redressal of all the shareholders complaints. The

company is in compliance with the SCORES and redressed the shareholders complaints

well within the stipulated time.

BSE Corporate Compliance & Listing Centre

BSE has announced the launch of its online portal-BSE Corporate Compliance & Listing

center for submission of various filings by listed companies with BSE, with effect from

February 8, 2013.

The portal http://listing.bseindia.com is designed to make corporate filings easy,

convenient and environment friendly for listed companies. Your company is registered with

the portal and all the necessary filings are being done through this module developed by

BSE

9. Dividend Payment date: Not Applicable

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10. General Shareholders Information

Annual General Meeting : Nineteenth Annual General Meeting th

Tuesday, the 30 day of September 2014

Time : 11.00 AM

Venue : D No 15-93/5, Aganampudi, B C Colony,Gajuwaka, Visakhapatnam - 530046

st stFinancial Year : 1 April 2013 to 31 March 2014

Book closure dates : Wednesday, 24th September 2014 to Tuesday, 30th September 2014 (both days inclusive)

Financial Calendar: 1 April, 2014 to 31 March, 2015.th

i) Financial reporting for the quarter ending 30 June 2014: 14 August 2014th

ii) Financial reporting for the Quarter ending 30 September, 2014: 14 October 2014th

iii) Financial reporting for the quarter ending 31 December, 2014: 14 February 2015th

iv) Financial reporting for the year ending 31 March, 2015: 30 May 2015

i. Listing on Stock Exchanges : BSE Limited (BSE)st

1 Floor, New Trading Ring, Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai 400001Tel: +91 22 2272 1233 / 34Fax:+91 22 2272 2037 / 39 / 41 / 61

The listing fees payable to BSE for 2013-14 have been paid in full.

ii. Script Code / Symbol

a. Stock ExchangesBombay Stock Exchange Limited : 531794

b. Demat ISIN Number in NSDL and : INE331F01010CDSL for the equity shares

c. Corporate Identity Number (CIN) : L72200AP1994PLC063259

The annual custodian fee for the financial year 2013-14 have been paid to National

Securities Depository Limited (NSDL) and Central Depository Services (India) Limited

(CDSL).

iii. Registrar & Share Transfer Agents: M/s Karvy Computershare Pvt LtdPlot No.17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500081, Telangana.

iv. Share Transfer System:The Physical shares transfers are processed and the share certificates are returned

to the shareholders within a maximum period of one month from the date of receipt,

subject to the documents being valid and complete in all respects.

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Any transferee who wishes to demat the shares may approach a Depository

participant along with a duly filled Demat Request Form, who shall, on the basis of the

Share Certificate, generate a demat request and send the same to the Registrar and

Shares Transfer Agents (RTA). On receipt, the Depository Registrar confirms the

request.

All requests for Dematerialisation of shares are processed and the confirmation is

given to the respective Depositories i.e., National Securities Depository Limited

(NSDL) and Central Depository Services (India) Limited (CDSL) within 21 days of

receipt.

Dematerialization of Shares as on 31-3-2014 and liquidity

CDSL NSDL

Fully paid up shares 1428791 5464834

Distribution of Shareholding as on March 31, 2014

Sl. No Rs. Rs. No. of % to No. of % to Total

Shares Total Holders

1 Upto 5000 190507 2.76 979 61.83

2 5001 10000 163953 2.36 192 12.13

3 10001 20000 206322 2.97 129 8.15

4 20001 30000 166187 2.39 62 3.92

5 30001 40000 129928 1.87 37 2.34

6 40001 50000 185550 2.67 38 2.40

7 50001 100000 476633 6.86 62 3.92

8 100001 And Above 5424520 78.12 84 5.31

Total 6943600 100.00 1583 100.00

Pattern of Shareholding as on March 31, 2014

Sl. Category Shares

No Numbers %

1 Private Corporate bodies 187859 2.71

2 Mutual Funds, DSP Merrill Lynch 0 0.00

3 Non Resident Indians 56344 0.81

4 Promoters 1929003 27.78

5 Resident Individuals 4770394 68.70

Total 6943600 100.00

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CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Board of Directors

Seshachal Technologies Limited

We have reviewed the records concerning the Company's compliance of conditions of

Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into, by the

Company, with the Stock Exchanges of India, for the F.Y ended on 31st March 2014.

The compliance of Corporate Governance is the responsibility of the management. Our

examination was limited to procedures and implementation thereof, adopted by the Company

for ensuring the compliance of the conditions of the Corporate Governance. It is neither an

audit nor an expression of opinion on the financial statements of the Company.

We have conducted our review on the basis of the relevant records and documents maintained

by the Company and furnished to me for the review, and the information and explanations

given to me by the Company.

Based on such a review to the best of my information and according to the explanations given

to us, in our opinion, the company has complied with the conditions of Corporate Governance,

as stipulated in Clause 49 of the said listing agreement.

On the basis of certificate issued by the company and the Minutes of meetings of the

Shareholders/Investors Grievance Committee of the Company, we state that, there were no

investor grievances pending against the Company for a period exceeding one month.

We further state that, such compliance is neither an assurance as to the future viability of the

Company, nor as to the efficiency of effectiveness with which the management has conducted

the affairs of the Company.

For VCSR & Associates

Company Secretaries

Ch. Veeranjaneyulu

(Partner)

CP No. 6392, FCS No. 6121

Place: Hyderabad

Date: 14.08.2014

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Chief Executive Officer/Chief Financial Officer Certification

stIn relation to the Audited Financial Accounts of the Company as at 31 March, 2014, we hereby

certify that

a. We have reviewed financial statements and the cash flow statement for the year and that

to the best of their knowledge and belief :

i. these statements do not contain any materially untrue statement or omit any material

fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the company's affairs and

are in compliance with existing accounting standards, applicable laws and

regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the

company during the year which are fraudulent, illegal or volatile of the company's code of

conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial

reporting and that we have evaluated the effectiveness of internal control systems of the

company pertaining to financial reporting and have disclosed to the auditors and the Audit

Committee, deficiencies in the design or operation of such internal controls, if any, of

which are aware and the steps have taken or propose to take to rectify these deficiencies.

d. We have indicated to the auditors and the Audit committee

i. significant changes in internal control over financial reporting during the year;

ii. significant changes in accounting policies during the year and that the same have

been disclosed in the notes to the financial statements; and

iii. instances of significant fraud of which we have become aware and the involvement

therein, if any, of the management or an employee having a significant role in the

company's internal control system over financial reporting

For Seshachal Technologies Limited

Sd/-

Ch. Anita

Place: Hyderabad Managing Director

Date: 14.08.2014 DIN: 02873548

SESHACHAL TECHNOLOGIES LIMITED

34th

19 Annual Report 2013-14

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MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Business Analysis:

The year under review has been continued to be difficult, as expected contracts have not materialized. The

business of the company was significantly affected during the year.

Internal Control Systems and their Adequacy:

Management has put in place effective Internal Control Systems to provide reasonable assurance for:

• Safeguarding Assets and their usage.

• Maintenance of Proper Accounting Records and

• Adequacy and Reliability of the information used for carrying on Business Operations.

Key elements of the Internal Control Systems are as follows:

(i) Existence of Authority Manuals and periodical updating of the same for all Functions.

(ii) Existence of clearly denied organizational structure and authority.

(iii) Existence of corporate policies for Financial Reporting and Accounting.

(iv) Existence of Management information system updated from time to time as may be required.

(v) Existence of Annual Budgets and Long Term Business Plans.

(vi) Existence of Internal Audit System.

(vii) Periodical review of opportunities and risk factors depending on the Global / Domestic Scenario and to

undertake measures as may be necessary.

The Company has appointed an Independent Auditor to ensure compliance and effectiveness of the

Internal Control Systems in place. The Audit Committee is regularly reviewing the Audit Reports for the

auditing carried out in all the key areas of the operations. Additionally the Audit Committee approves all

the audit plans and reports for significant issues raised by the Internal and External Auditors. Regular

reports on the business development, future plans and projections are given to the Board of Directors.

Internal Audit Reports are regularly circulated for perusal of Senior Management for appropriate action

as required.

Normal foreseeable risks of the Company's assets are adequately covered by comprehensive

Insurance Risk assessments, inspections and safety audits are carried out periodically.

Human Resources Development and Industrial Relations:

The Company is maintaining good employee relations and no man days are lost during the year. The

Company continued the welfare activities for the employees, which include Medical Care, Group Insurance,

and Canteen Facility. To enrich the skills of employees and enrich their experience, the Company arranges,

Practical Training Courses by Internal and External Faculty.

The Company has constituted an Internal Complaint Committee (ICC) in pursuant to the Provisions of

Companies Act, 2013 for prevention, prohibition and redressal of complaints /grievances on the sexual

harassment of women at work places.

For Seshachal Technologies Limited

Sd/-

Ch. Anita

Place: Hyderabad Managing Director

Date: 14.08.2014 DIN: 02873548

SESHACHAL TECHNOLOGIES LIMITED

35th

19 Annual Report 2013-14

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AUDITOR'S REPORT

To

The Shareholders of SESHACHAL TECHNOLOGIES LIMITED

1. We have audited the attached Balance Sheet of SESHACHAL TECHNOLOGIES LIMITED st

as at 31 March 2014 the Statement of Profit and Loss and the cash flow statement for the

year ended on that date. These financial statements are the responsibility of the

company's management. Our responsibility is to express an opinion on these financial

statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in

India. These standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement. An

audit includes examining, on a test basis, evidence supporting the amounts and

disclosures in the financial statements. An audit also includes assessing the accounting

principles used and significant estimates made by the management, as well as, evaluating

overall financial statement presentation. We believe that our audit provides a reasonable

basis for our opinion.

3. As required by Companies (Auditor's Report) Order, 2003 and amendment thereto by the

Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central

Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose

in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the

said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we state that

(i). We have obtained all the information and explanations, which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(ii) In our opinion, proper books of account as required by law have been kept by the

company, so far as it appears from our examination of those books.

(iii) The Balance Sheet, Statement of Profit and Loss and Cash flow Statement referred to

in this report are in agreement with the books of account maintained.

(iv) In our opinion, the Balance Sheet and Statement of Profit and Loss and Cash flow

Statement dealt with by this report comply with the requirements of the accounting

standards referred to in Section 211 (3C) of the Companies Act, 1956;

SESHACHAL TECHNOLOGIES LIMITED

36th

19 Annual Report 2013-14

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st(v). On the basis of written representations received from the Directors, as on 31 March,

2014 and taken on record by the Board of Directors, we report that none of the st

Directors is disqualified as on 31 March, 2014 from being appointed as a director in

terms clause (g) of subsection (1) of Section 274 of the Companies Act, 1956 ;

(vi). In our opinion and to the best of our information and according to the explanations

given to us, the said financial statements read together with the significant accounting

policies and other notes thereon give information required by the Companies Act,

1956 in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India:

sta) In the case of the Balance Sheet, of the state of affairs of the Company as on 31

March, 2014,

b) In the case of the Statement of Profit and Loss, the Loss of the Company for the

year ended on that date.

c) In the case of the Cash flow Statement, of the cash flows of the company for the

year ended on that date

FOR L N P & Co

Chartered Accountants

FRN No: 008918S.

Sd/-

PURNA CHANDRA SEKHAR P

PARTNER

M.NO: 214746

PLACE: HYDERABAD

DATE: 30-05-2014

SESHACHAL TECHNOLOGIES LIMITED

37th

19 Annual Report 2013-14

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ANNEXURE TO AUDITORS' REPORT

(Referred to in Paragraph (3) of our Report of even date on the Accounts of M/s. st

SESHACHAL TECHNOLOGIES LIMITED for the year ended 31 Match 2014)

(i) In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of Fixed Assets.

b) The Company has a regular programme of physical verification of its Fixed Assets by

which fixed assets are verified in a phased manner. In accordance with this

programme, fixed assets were verified during the year and no material discrepancies

were noticed on such verification,. In our opinion, the frequency of physical

verification is reasonable having regard to the size of the Company and the nature of

its assets;

c) During the year, there was no sale of substantial part Fixed Assets and hence the

going concern of the Company is not affected.

(ii) In respect of Inventories:

The Company is a service company, primarily rendering Information Technology Services.

Accordingly, it does not hold any physical Inventories. Thus, paragraph 4 (ii) of the Order

is not applicable.

(iii) In respect of Loans Granted and taken by Company:

a) The Company has not granted any Loans, Secured or Unsecured from Companies,

firms or other parties covered in the Register maintained under Section 301 of the

Act. Accordingly, paragraph 4 (iii) (b), (c) & (d) of the said Order are not applicable;

b) The Company has not borrowed any Loans, Secured or Unsecured from Companies,

firms or other parties covered in the Register maintained under Section 301 of the

Act. Accordingly, paragraph 4 (iii) (f) & (g) of the said Order are not applicable;

(iv) In respect of Internal Control System:

In our opinion and according to the information and explanations given to us, there is an

adequate Internal Control procedure commensurate with size of the Company and the

nature of its business with regard to purchases of Fixed Assets and sale of services. The

activities of the Company do not involve purchase inventory and the sale of goods. We

have not observed any major weakness in the internal control system during the course of

the audit.

SESHACHAL TECHNOLOGIES LIMITED

38th

19 Annual Report 2013-14

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(v) In respect of transactions with related parties as per Register of Companies u/s 301:

a) In our opinion and according to the information and explanation given to us, the

particulars of contracts or arrangements referred to in Section 302 of the Companies

Act 1956 have been entered in the Register required to be maintained under that

section;

b) In our opinion and according to the information and explanation given to us, the

transactions made in pursuance of contracts or arrangements referred to in (v) (a)

above and exceeding the value of Rs.5.00 lakhs with any party during the year have

been made at prices which are reasonable having regard to the prevailing market

prices at the relevant time.

(vi) In respect of Deposits from the Public:

The Company has not accepted any Deposits from the Public. Accordingly, paragraph 4

(vi) of the Order is not applicable.

(vii) In respect of Internal Audit System:

In our opinion, paragraph 4 (vii) of the Order is not applicable to the Company since the

Company has not fulfilled any of the conditions given in that paragraph;

(viii) In respect of Cost Controls:

The Central Government of India has not prescribed the maintenance of cost records

under Section 209 (l) (d) of the Companies Act 1956 for any of the Services rendered by

the Company. Accordingly, paragraph 4 (viii) of the Order is not applicable;

(ix) In respect of Statutory Dues:

a) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, amounts deducted / accrued in the books

of account in respect of undisputed Statutory dues including Provident Fund, Service

Tax and other material Statutory dues have generally been regularly deposited during

the year by the Company with the appropriate authorities. As explained to us, the

Company did not have any dues on account of Sales Tax, Wealth Tax, Employees

State Insurance, Investor Education, Protection Fund, Customs Duty, and Excise

Duty. There were no dues on account of Cess under Section 441A of the Companies

Act, 1956 since the aforesaid section has not yet been made effective by the Central

Government of India. According to the information and explanations given to us, no

undisputed amount payable in respect of provident Fund, Income Tax, Service tax st

and other material statutory dues were in arrears as at 31 March 2014 for a period

of more than six months from the date they became payable.

b) According to the information and explanation given to us, there are no disputed dues

relating to Income Tax, Cess which have not been deposited with the appropriate

authorities on account of any dispute;

SESHACHAL TECHNOLOGIES LIMITED

39th

19 Annual Report 2013-14

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(x) In respect of Cash Loss:

The accumulated losses of the Company have exceed fifty percent of its net worth as at

31st March 2014. The company has incurred cash losses in the financial year covered

by our Audit and has incurred cash losses in the immediately preceding financial year.

(xi) In respect of dues to Financial Institutions, Banks and Debentures Holders:

The Company did not have any outstanding dues to any Financial Institutions, Banks or

Debenture Holders during the year. Accordingly, paragraph 4 (xi) of the Order is not

applicable.

(xii) In respect of Secured Loans and Advances Granted:

The Company has not granted any Loans and Advances on the basis of Security by way

of pledge of Shares, Debentures and other Securities. Accordingly, paragraph 4 (xii) of

the Order is not applicable;

(xiii) In respect of Chit Fund, Nidhi or Mutual Benefit Company:

In our opinion and according to the information and explanations given to us, the

Company is not a Chit Fund / Nidhi / Mutual Benefit Fund / Society. Accordingly,

paragraph 4 (xiii) of the Order is not applicable.

(xiv) In respect of Investment Company:

According to the information and explanations given to us, the Company is not dealing

or Trading in Shares, Securities, Debentures and other Investments. Accordingly

paragraph 4 (xiv) of the Order is not applicable.

(xv) In respect of Guarantees given by Company:

According to the information and explanations given to us, the Company has not given

any guarantee for loans taken by others from Banks or Financial Institutions.

Accordingly, paragraph 4 (xv) of the Order is not applicable.

(xvi) In respect of Term Loans:

The Company did not have any Term Loans outstanding during the year. Accordingly,

paragraph 4 (xvi) of the Order is not applicable.

(xvii) In respect of Funds raised on short term basis:

The Company has not raised any funds on short term basis. Accordingly, paragraph 4

(xvii) of the Order is not applicable.

(xviii) In respect of Preferential Issue made to Parties covered in the Register u/s 301:

The Company has not made any preferential allotment of Shares to the Directors of the

Company parties and Companies covered in the register maintained Under Section 301

SESHACHAL TECHNOLOGIES LIMITED

40th

19 Annual Report 2013-14

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of the Companies Act, 1956. Accordingly, paragraph 4 (xviii) of the Order is not

applicable.

(xix) In respect of Debentures Issued:

The Company did not issue any Debentures during the year. Accordingly, paragraph 4

(xix) of the Order is not applicable.

(xx) In respect of end use of Public Issue Funds:

The Company has not raised any money by Public Issue during the Year. Accordingly,

paragraph 4 (xx) of the Order is not applicable.

(xxi) In respect of Frauds:

As presented to us by the Management and based on our examination in the normal

course of Audit, no material frauds on or by the Company have been noticed or reported

during the year.

FOR L N P & Co

Chartered Accountants

FRN No: 008918S.

Sd/-

PURNA CHANDRA SEKHAR P

PARTNER

M. NO: 214746

PLACE: HYDERABAD

DATE: 30-05-2014

SESHACHAL TECHNOLOGIES LIMITED

41th

19 Annual Report 2013-14

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BALANCE SHEET AS ON 31st MARCH 2014

(Amount in Rs.)

As at As at Particulars Note No.

31-03-2014 31-03-2013

I. EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share capital 2.1 69,436,000 69,436,000

(b) Reserves and surplus 2.2 (62,968,394) 21,004,040

(2) Non-Current Liabilities

Long-term borrowings 2.3 - -

(3) Current Liabilities

Other current liabilities 2.4 4,195,416 4,070,000

TOTAL 10,663,022 94,510,040

II. ASSETS

(1) Non-current assets

(a) Fixed assets 2.5

(i) Tangible assets 535,074 17,615,855

(ii) Capital work-in-progress 9,415,686 32,266,894

(b) Non-current investments 2.6 700,000 700,000

(c) Long term loans and advances 2.7 - 28,712,240

(d) Other non-current assets 2.8 - 8,255,035

(2) Current assets

(a) Trade receivables 2.9 - 6,823,822

(b) Cash and Cash Equivalents 2.10 12,262 136,194

TOTAL 10,663,022 94,510,040

For L N P & Co For and on behalf of Board

Chartered Accountants SESHACHAL TECHNOLOGIES LIMITED

FRN:008918S.

Sd/- Sd/-

PURNA CHANDRA SEKHAR P ANITHA CHITTURI

PARTNER MANAGING DIRECTOR

M.No:214746 DIN: 02873548

Sd/-

NARENDRA CHITTURI

DIRECTOR

DIN: 00955611

Place: Hyderabad

Date:30-05-2014

SESHACHAL TECHNOLOGIES LIMITED

42th

19 Annual Report 2013-14

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDING 31st MARCH 2014

(Amount in Rs.)

For the year ended For the year endedParticulars Note No.

31-03-2014 31-03-2013

I. Revenue from Operations 2.11 - 1,685,000

II. Other Income 2.11 - 2,000

III. Total Revenue - 1,687,000

IV. Direct Expenses - -

V. Employee Benefit Expenses 2.12 - 981,000

VI. Finance Cost 2.13 719 3,214

VII. Depreciation and Amortisation Expenses 2.5 114,401 114,401

VIII. Other Expenses 2.14 83,857,314 2,515,589

IX. Total Expenses 83,972,434 3,614,204

X. Profit before Exceptional, (83,972,434) (1,927,204)

Extraordinary and Tax items

XI. Exceptional items - -

XII. Profit before Extraordinary items and Tax (83,972,434) (1,927,204)

XIII. Extraordinary items - -

XIV. Profit before Tax (83,972,434) (1,927,204)

XV. Tax Expenses

1) Current Tax - -

2) Deferred Tax -

XVI. Profit/(Loss) for the Period from (83,972,434) (1,927,204)

Continuing Operations

XVII.Profit/(Loss)from Discontinuing Operations - -

XVIII.Tax Expense of Discontinuing Operations - -

XIX. Profit/(Loss) for the Period from - -

Discontinuing Operations (After Tax)

XX. Profit/(Loss) for the Period (83,972,434) (1,927,204)

XXI. Earning Per Share (12.09) (0.28)

For L N P & Co For and on behalf of Board

Chartered Accountants SESHACHAL TECHNOLOGIES LIMITED

FRN:008918S.

Sd/- Sd/-

PURNA CHANDRA SEKHAR P ANITHA CHITTURI

PARTNER MANAGING DIRECTOR

M.No:214746 DIN: 02873548

Sd/-

NARENDRA CHITTURI

Place: Hyderabad DIRECTOR

Date:30-05-2014 DIN: 00955611

SESHACHAL TECHNOLOGIES LIMITED

43th

19 Annual Report 2013-14

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Notes to Balance Sheet2.1 Share Capital (Amount in Rs.)

Particulars As at 31-03-2014 As at 31-03-2013

a) Authorised Share Capital

1,50,00,000(1,50,00,000) Equity Shares of Rs. 10/- each 150,000,000 150,000,000

150,000,000 150,000,000

b) Issued,Subscribed and Paid up Capital

69,43,600(69,43,600) Equity Shares of Rs. 10/- each 69,436,000 69,436,000

69,436,000 69,436,000

c) Reconciliation of Shares Outstanding at the Year End

As at 2013-14 As at 2012-13

Equity Shares Number Value Number Value

Shares at the Beginning of the Year 6,943,600 69,436,000 6,943,600 69,436,000

Add:Shares Issued During the Year - - - -

Less:Shares bought back during the Year - - - -

Shares at the end of the Year 6,943,600 69,436,000 6,943,600 69,436,000

d) Share holders having more than 5 Percent of Shares

As at 2013-14 As at 2012-13

Name of the Share holder % of Shares Value % of Shares Value

Ch Narendra 27.78 19,290,030 27.78 19,290,030

RLP Securities Private Limited - - 5.09 3,534,960

Ch Anitha 6.09 4,231,450 - -

2.2 Reserves and Surplus (Amount Rs.)

Particulars As at 31-03-2014 As at 31-03-2013

Capital Reserve 9,834,635 9,834,635

Securities Premium 17,095,000 17,095,000

Reserve Fund 3,194,000 3,194,000

Statement of Profit and Loss

Opening Balance (9,119,595) (7,192,391)

Add:Net Profit/(Net Loss) for the Period (83,972,434) (1,927,204)

Closing Balance (62,968,394) 21,004,040

2.3 Long Term Borrowings (Amount Rs.)

Particulars As at 31-03-2014 As at 31-03-2013

Related Party Borrowings

Un-secured Loans - -

- -

SESHACHAL TECHNOLOGIES LIMITED

44th

19 Annual Report 2013-14

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2.4 Other Current Liabilities (Amount Rs.)

Particulars As at 31-03-2014 As at 31-03-2013

Payables to Employees 394,053 394,053

Statutory payables - 4,053

Creditors for Supply 1,692,737 1,729,210

Other Payables 2,108,626 1,942,684

4,195,416 4,070,000

2.6 Non Current Investments (Amount Rs.)

Particulars As at 31-03-2014 As at 31-03-2013

Investment in Shares of M/s Indo Fuji Europe 700,000 700,000

700,000 700,000

2.7 Long Term Loans and Advances (Amount Rs.)

Particulars As at 31-03-2014 As at 31-03-2013

Unsecured & Considered Good

Long term Advances - 19,517,240

Long term Deposits - 9,195,000

- 28,712,240

2.8 Other Non Current Assets (Amount Rs.)

Particulars As at 31-03-2014 As at 31-03-2013

Miscellaneous Expenditure

Opening: 8,255,035 9,929,660

Additions:

Less: Written off during the year (8,255,035) (1,674,625)

- 8,255,035

2.9 Trade Receivables (Amount Rs.)

Particulars As at 31-03-2014 As at 31-03-2013

Due for more than six months - -

Others - 6,823,822

- 6,823,822

2.10 Cash and Cash Equivalents (Amount Rs.)

Particulars As at 31-03-2014 As at 31-03-2013

Cash in hand 9,656 59,843

Bank Balances 2,606 76,351

12,262 136,194

SESHACHAL TECHNOLOGIES LIMITED

45th

19 Annual Report 2013-14

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Notes to Statement of Profit and Loss

2.11 Revenue from Operations (Amount Rs.)

Particulars For the Year ended For the Year ended 31-03-2014 31-03-2013

Income From Business - 1,685,000 Other Income-Excess Provision written off - 2,000

- 1,687,000

2.12 Employee Benefit Expenses (Amount Rs.)

Particulars For the Year ended For the Year ended 31-03-2014 31-03-2013

Salaries - 854,400 Staff Welfare - 126,600

- 981,000

2.13 Finance Cost (Amount Rs.)

Particulars For the Year ended For the Year ended 31-03-2014 31-03-2013

Bank Charges 719 3,214

719 3,214

2.14 Other Expenses (Amount Rs.)

Particulars For the Year ended For the Year ended 31-03-2014 31-03-2013

Annual Custody Fee 33,708 33,708 Audit Fee and Audit Expenses 33,708 33,708 Communication Expenses - 2,320 Computer Rentals and Maintenance - - Consultancy and Professional Charges 30,339 102,064 Director sitting fees 16,000 30,000 Roc Charges 1,000 14,437 Meeting Expenses - - Postage and Telegram Expenses 13,348 16,750 Printing and Stationary 28,475 28,304 Advertisement and Publication Charges 32,729 109,647 Merging Expenses - 224,720 Interest - 1,014 Rent, Rates and Taxes - - Sundry Expenses 59,174 244,292 Telephone Charges - - Travelling and Conveyance 148 - Vehicle Maintenance - - Advances & Assets writtern off 75,353,650 - Miscellaneous Expenditure Written off during the Year 8,255,035 1,674,625

83,857,314 2,515,589

SESHACHAL TECHNOLOGIES LIMITED

46th

19 Annual Report 2013-14

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SESHACHAL TECHNOLOGIES LIMITED

47th

19 Annual Report 2013-14

Page 48: 19 Annual Report 2013-14 th - bseindia.comH.No. 7-1-636/23, 2nd Floor, Sri Ganesh Nilayam, Near ESI,S.R.Nagar, Hyderabad - 500038 Share Transfer Agents: M/s Karvy Computershare Pvt

NOTES TO ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES

2.15. Notes to Accounts:

1. The Company is engaged in the development of Computer Software. During the year the

company has not carried out any operations.

2. There is no liability payable by the Company to any Small Scale Industrial Undertaking as

defined under the Industrial (Development and Regulation) Act, 1951 exceeding Rs.1

Lakh in aggregate and outstanding for a period of 30 days as at the date of the Balance

Sheet.

3. During the year the board of directors have taken a decision to write off certain Loans and

advances which are long outstanding and certain fixed assets which are not in existence

to the tune of Rs.836.09 Lakhs.

4. The balances of Sundry Debtors, Loans and Advances are subject to Confirmations.

5. The company had paid a director sitting fees of Rs.16,000/- for the financial year 2013-14.

6. Related parties

a. Name of related parties

Name of the entity Nature of Relationship

Sri Indra Power Energies Ltd Directors Having common interest

b. Key management personnel

Name of the Individual Nature of relation ship

Narendra Chitturi Director

Anita Chitturi Managing Director

c. Particulars of transactions with related parties

Particulars Current Year Previous Year

Reimbursement of expenses

Sri Indra Power Energies Ltd 1,83,321 5,25,260

d. The Company has the following amounts due from / to related parties:

Particulars Current Year Previous Year

Due to Related parties

Sri Indra Power Energies Ltd 7,08,581 5,25,260

7. There are no Contingent liabilities payables by the Company as on the date of the balance

sheet.

8. Previous year figures have been regrouped and reclassified wherever necessary.

SESHACHAL TECHNOLOGIES LIMITED

48th

19 Annual Report 2013-14

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9. Paisa has been rounded off to the nearest rupee.

Significant accounting policies:

1) Basis of preparation of financial statements:

The accompanying financial statements are prepared in accordance with generally

accepted accounting principles under the historical cost convention on accrual basis.

Generally Accepted Accounting Principals comprises mandatory accounting standards

issued by the Institute of Chartered Accountants of India and the provisions of the

Companies Act, 1956.

2) Revenue recognition:

Company generally follows the mercantile system of accounting and recognizes income

and expenditure on accrual basis, including provisions/adjustments for committed

obligations and amounts determined as payable or receivable during the year.

3) Expenditure:

Expenses are accounted on the accrual basis and provision is made for all known losses

and liabilities.

4) Fixed Assets:

Fixed assets are stated at Cost, less accumulated Depreciation. Direct Costs are

capitalized under the respective fixed assets. Direct cost includes freight, duties, taxes,

insurance and any attributable cost of bringing the asset to its working conditions for its

intended use.

5) Depreciation:

i. Depreciation on fixed assets is provided on the basis of Straight Line Method, at the

rates and in the manner specified in Schedule XIV of the Companies Act, 1956.

ii. Depreciation on assets added or disposed off during the year is provided on pro-rata

basis from the date of addition or up to the date of disposal, as applicable

iii. All individual cost assets acquired for less than Rs.5,000 are entirely depreciated in

the year of acquisition.

6) Software product development:

The Company has three software products in the area of Health Care, Textile and School

projects. No development costs were incurred during the year.

7) Taxation:

The provision for Taxation has not been accounted as there are no taxable profits.

SESHACHAL TECHNOLOGIES LIMITED

49th

19 Annual Report 2013-14

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Deferred tax liability: The Company has brought forward losses from the previous years.

The Company is of the opinion that it is unlikely that it will be able to realize the benefit of

such forward losses. Consequently it has not provided for deferred tax asset/liability for

the year.

8) Foreign currency transactions:

There were no foreign currency transactions during the year.

9) Segment Reporting:

The Company is in the business of carrying software business, hence total business of the

company is treated as one single segment.

10) Employee Retirement benefits:

Company has not provided for any employee retirement benefits as none of the employee

is eligible for such benefits.

SIGNATURES TO NOTES:

AS PER OUR REPORT OF EVEN DATE

For L N P & Co For and on Behalf of Board

Chartered Accountants SESHACHAL TECHNOLOGIES LIMTED

FRN No: 008918S.

Sd/- Sd/-

PURNA CHANDRA SEKHAR P ANITHA CHITTURI

PARTNER MANAGING DIRECTOR

M.NO: 214746 DIN: 02873548

Sd/-

NARENDRA CHITTURI

DIRECTOR

DIN: 00955611

PLACE: Hyderabad

DATE: 30-05-2014

SESHACHAL TECHNOLOGIES LIMITED

50th

19 Annual Report 2013-14

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Particulars For the Year ended For the Year ended

31-03-2014 31.03.2013

A. Cash Flow from Operating Activities

Net Profit as per Profit and Loss account (83,972,434) -1,927,204

Adjustments for Depreciation 114,401 114,401

Preliminary Expenses written off 8,255,035 1,674,625

Operating Profit/(Loss) before changes in Working Capital (75,602,998) (138,178)

Adjustments for:

Sundry Debtors 6,823,822 (1,454,019)

Loans and Advances 28,712,240 - Current Liabilites 125,416 1,534,022

Miscellaneous Expenditure - -

Net Cash Flow from Operating Activities (39,941,520) (58,175)

B. Cash Flow from Investing Activities

Investment on Shares - -

Purchase of Office Equipments 22,736,807 -

Software Products 17,080,781 -

Net Cash Flow from Investing Activities 39,817,588 -

C. Cash flow from Financing Activities

Share Capital received -

Proceeds towards share warrants -

Increase in Reserves and Surplus -

Un-Secured Loans 150,000

Net Cash Flow from Financing Activities - 150,000

Net increase/decrease in Cash and Cash equivalents -123,932 91,825

Cash and Cash equivalents at the beginning of the Year 136,194 44,369

Cash and Cash equivalents at the end of the Year 12,262 136,194

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2014

Notes:The above Cash Flow Statement has been prepared under the 'Indirect Method as set out in the Accounting Standard - 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

This is the Cash Flow Statement referred to in our report of even date.

For L N P & Co For and on behalf of Board

Chartered Accountants SESHACHAL TECHNOLOGIES LIMITED

FRN:008918S.

Sd/- Sd/-

PURNA CHANDRA SEKHAR P ANITHA CHITTURI

PARTNER MANAGING DIRECTOR

M.No:214746 DIN: 02873548

Sd/-

Place: Hyderabad NARENDRA CHITTURI

Date:30-05-2014 DIRECTOR

DIN: 00955611

SESHACHAL TECHNOLOGIES LIMITED

51th

19 Annual Report 2013-14

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BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE :

1. REGISTRATION DETAILS

Registration No. 063259 State Code 01

Balance Sheet Date 31.03.2014

2. CAPITAL RAISED DURING THE YEAR (Amount Rs. In Thousands)

Public Issue NIL Rights Issue NIL

Bonus Issue NIL Private Issue NIL

3. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS:(Amount Rs. In Thousands)

Total Liabilities 10663 Total Assets 10663

SOURCE OF FUNDS :

Share Capital 69436 Reserves & Surplus -62968

Secured Loans NIL Unsecured Loans 220

Deferred Tax Liability NIL

APPLICATION OF FUNDS :

Fixed Assets 9951 Investments 700

Current Assets 12 Misc., Expenditure 0

4. PERFORMANCE OF THE COMPANY : (Amount Rs. In Thousands)

Turnover 0 Total Expenditure 83972

Profit/(Loss) before Tax -83972 Profit/(Loss) after Tax -83972

(Tick Appropriate box (+) for profit (-) for Loss)

Earnings for Share in Rs. -12.09 Dividend % 0

5. GENERIC NAMES OF PRINCIPAL PRODUCTS/SERVICES OF THE COMPANY

Item Code No. : (ITC) N.A- Service description Software

For and on behalf of the Board

SESHACHAL TECHNOLOGIES LIMITED

Sd/- Sd/-

ANITA CHITTURI NARENDRA CHITTURI

Place : Hyderabad Managing Director Director

Date : 30th May, 2014 DIN: 02873548 DIN: 00955611

SESHACHAL TECHNOLOGIES LIMITED

52th

19 Annual Report 2013-14

Page 53: 19 Annual Report 2013-14 th - bseindia.comH.No. 7-1-636/23, 2nd Floor, Sri Ganesh Nilayam, Near ESI,S.R.Nagar, Hyderabad - 500038 Share Transfer Agents: M/s Karvy Computershare Pvt

SESHACHAL TECHNOLOGIES LIMITEDD.No. 15-93/5, Aganampudi, B C Colony,

Gajuwaka, Visakhapatnam - 530046

PROXY FORM

I/We _______________________________________________________________________

______________Of___________________________________________________________

_________________________________Being a member/members of above named Company

hereby appoint of ____________________________________________________

__________ or failing him / her _________________________________________________

___________________________of______ as may / our proxy to attend and vote on my / our

behalf at Annual General Meeting of the Company to be held at 11.00 A.M. on Tuesday, the

30th day of September, 2014 and at any adjournment thereof.

Signed this ___________________ day of _____________ 2014.

Note : This instrument of proxy shall be deposited at the Registered Office of the Company.

SESHACHAL TECHNOLOGIES LIMITEDD.No. 15-93/5, Aganampudi, B C Colony,

Gajuwaka, Visakhapatnam - 530046

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDENCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE

MEETING HALL.

1. Name of the attending Member; ______________________________________________

2. Member's Folio Number;____________________________________________________

3. Name of the Proxy (In Block Letters): __________________________________________

(To be filled in if the Proxy attends instead of the Member)

(No. of Shares held: _______________________.

I hereby record my presence at the 19th General Meeting of the Company held on Tuesday,

the 30th day of September, 2014 at 11.00 A.M. at Registered office of the company at D.No 15-

93/5, Aganampudi, B C Colony, Gajuwaka, Andhra Pradesh - 530046.

Member's/Proxy's name in block letters Member's/Proxy's signature

SESHACHAL TECHNOLOGIES LIMITED

SESHACHAL TECHNOLOGIES LIMITED

Affix Rupee One Revenue

StampHere

SESHACHAL TECHNOLOGIES LIMITED

53th

19 Annual Report 2013-14

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SESHACHAL TECHNOLOGIES LIMITED

54th

19 Annual Report 2013-14

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BOOK-POSTUnder Certificate of Posting

If undelivered, please return to :

M/s Karvy Computershare Pvt Ltd,

Plot No. 17-24, Vittal Rao Nagar,

Madhapur, Hyderabad, AP 500081

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