Directors Reports
Dear Members,
The Board of Directors of your Company hereby present the report of
business and operations together with the Audited Financial Statements of your Company for
the Financial Year ended March 31, 2023.
1. FINANCIAL INFORMATION
in lakhs
|
Financial Highlights |
Details |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Income from operations |
1,19,028 |
1,20,183 |
3,34,037 |
2,70,257 |
Earnings Before Finance Costs,
Tax, Depreciation & amortization, |
20,524 |
24,212 |
62,907 |
60,400 |
Other Income and exceptional
items (EBITDA) |
|
|
|
|
| Depreciation and Amortization |
17,221 |
15,708 |
39,719 |
32,835 |
| Finance Costs |
5,156 |
3,524 |
16,526 |
10,981 |
Other Income (Including Forex
Gain, Gain on sale of PPE) |
4,607 |
1,924 |
3,548 |
2,044 |
Other Expenses (Including
Forex Loss, Loss on Sale of PPE) |
18,039 |
13,531 |
35,462 |
30,434 |
| Profit Before Tax |
2,754 |
6,837 |
10,210 |
18,628 |
| Profit After Tax |
2,508 |
4,422 |
6,745 |
12,725 |
1.1 Financial information of the Subsidiaries
In accordance with Section 129(3) of the Companies Act, 2013, (the
Act), your Company has prepared the Consolidated Financial Statements of the Company.
Further, a statement containing the salient features of the Financial Statements of our
Subsidiaries in the prescribed Form AOC-1 is provided as Annexure 1 to this Report. The
statement also provides the details of performance and financial position of each of the
Subsidiaries. A brief of the performance of the Subsidiaries are as follows:
Name of the Subsidiary |
Revenue |
Profit / Loss |
|
31.3.2023 |
31.3.2022 |
31.3.2023 |
31.3.2022 |
| Sify Infinit Spaces Limited |
1,02,134 |
75,821 |
8,906 |
8,575 |
| Sify Digital Services Limited |
97,852 |
75,699 |
(3,735) |
769 |
Sify Technologies (Singapore)
Pte Limited |
14,712 |
742 |
230 |
23 |
Sify Technologies North
America Corporation |
7,140 |
6,274 |
(231) |
(946) |
Sify Data and Managed Services
Limited |
- |
- |
(7) |
29 |
Print House (India) Private
Limited |
- |
7 |
(559) |
(1,008) |
Patel Auto Engineering (India)
Private Limited |
446 |
1,477 |
(915) |
17 |
Sify Data and Managed Services Limited
During the year, Sify Data and Managed Services Limited has transferred
its lease holds rights in Plot No.H-11/1A at Siruseri, Chennai to M/s. Sify Infinit Space
Limited, one of the wholly owned subsidiaries of the Company for construction of Data
Center.
Sify Infinit Spaces Limited
During the year under review, the Company has acquired lease holds
rights in Plot
No.H-11/1A at Siruseri, Chennai from M/s. Sify Data and Managed
Services Limited, one of the wholly owned subsidiaries of the Company for construction of
Data Center.
Print House (India) Private Limited
During the year, Print House (India) Private Limited (PHIPL), has not
reported any revenue. The Board of Directors have approved the merger of the Company with
M/s. Sify Infinit Spaces Limited, a fellow subsidiary of the Company
and it is pending for the approval from Hon'ble National Company Law Tribunal,
Chennai.
Acquisition of new subsidiary
During the year under review, the Company has acquired M/s. Patel Auto
Engineering
(India) Private Limited, Mumbai for setting up of Data Center at Navi
Mumbai.
1.2. Dividend
Your Directors consider it appropriate to conserve and plough back the
resources within the Company to stay liquid and use it prudently for operations and
expansion. Hence, your Directors do not recommend any dividend for the Financial Year
2022-23.
Transfer of Amount to Investor Education and Protection Fund
During Financial Year 2022-23, the Company has transferred the unpaid/
unclaimed dividend pertaining to FY 2013-14, amounting to 476 to the Investors Education
and
Protection Fund (IEPF) Account established by the Central Government.
The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying
with the Company as on July 4, 2022 (date of last Annual General Meeting) on the
Company's website https://www.sifytechnologies.com.
Pursuant to the provisions of Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on
which dividend remains unpaid/ unclaimed for seven consecutive years or more shall be
transferred to the IEPF after giving due notices to the concerned shareholders.
Accordingly, the Company has transferred 376 equity shares to the IEPF during Financial
Year 2021-22. The details of equity shares transferred are also available on the
Company's website https:// www.sifytechnologies.com. The shareholders whose unpaid
dividend/ shares are transferred to the IEPF can request the Company/ Registrar and Share
Transfer Agent, as per the applicable provisions in the prescribed Form No. IEPF-5, for
claiming the unpaid dividend/ shares out of the IEPF.
1.3. Transfer to Reserves
The Company has not transferred any amount to the Reserves during the
Financial Year, under review.
1.4. Share Capital
During the year under review, the Issued and Paid-up Share Capital of
the Company has increased on account of exercise of Stock Options issued to Associates
under the Associates Stock Option Plan 2014 (ASOP).
The Options issued under ASOP and the disclosures were in compliance
with the provisions of Section 62 of the Act read with Rule 12(9) of the Companies (Share
Capital and
Debentures) Rules, 2014. No employee was issued Stock Option during the
year equal to or exceeding 1% of the Issued Capital of the Company. In this regard, the
Nomination and Remuneration Committee has approved grant of options during the year as per
the details given below:
|
2022-23 |
2021-22 |
Particulars |
No of |
No of |
No of |
No of |
|
Options |
Employees |
Options |
Employees |
| 1. Options granted |
25,000 |
1 |
1,95,000 |
2 |
| 2. Options vested |
12,86,000 |
133 |
14,59,000 |
139 |
| 3. Options exercised |
93,000 |
9 |
5,04,300 |
53 |
4. Total number of shares
arising as a result of exercise of option |
93,000 |
9 |
5,04,300 |
53 |
| 5. Options lapsed |
1,92,000 |
10 |
2,38,000 |
12 |
6. Exercise price |
Varies based on
the date of allotment ranging from 66.60 to 230.97 |
Varies based on
the date of allotment ranging from 57.66 to152.52 |
7. Variation of terms of
options |
Nil |
Nil |
Nil |
Nil |
8. Money realized by exercise
of options (in lakhs) |
75 |
8 |
430 |
53 |
9. Total number of options in
force |
69,72,978 |
136 |
72,32,978 |
151 |
Employee-wise details of options granted to:
Particulars |
No. of Options |
| 1. Key Managerial Personnel |
- |
2. Any other employee who
receives a grant of options in any one year of option amounting to five percent or more of
options granted during that year |
- |
3. Identifiedemployees who
were granted options, during any one year, equal to or exceeding one percent of the issued
capital (excluding outstanding warrants and conversions) of the company at the time of
grant |
- |
1.5 Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under Section 186
part of the Notes to the Financial Statements provided in this Annual Report.
1.6 Deposits
Your Company has not accepted any deposits within the meaning of
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
1.7 Events subsequent to the date of financial statements
No material changes and commitments have occurred affecting the
financial position of the Company after March 31, 2023 till the date of this Report .
2. BUSINESS REVIEW
2.1 Business Strategy and Overview
The lockdown and its accompanying business slowdown was the germination
point for a complete relook at the dependencies around legacy networks. For the technology
Enterprise, it was the start of the human-digital transition. For the
technology-dependent
Enterprise, it was a reflection point; if they could keep pace with the
emerging trends or if they should offshore the mandate to specialists.
Your Company was fortunate that its transition to the human-digital age
(or phygital, as the moniker goes) predated the Covid induced transition, by virtue of
which domain knowledge was built long before covid forced Enterprises to adopt digital.
Your Company's foray into the Cloud based Network Operation Center, SDWAN and 5G
complimenting technologies were the outcome of a DNA that has long strived to build ahead
of the curve. These were complimented by virtual elasticity of the network, both for reach
and bandwidth.
All of these initiatives had one thing in common; to effectively for
the new Enterprise market that pre-sells through a virtual route before the actual product
hits the shelves. In effect, the digital transformation enabled marketers to introduce
products that already incorporated customer insights, enabled primarily by a resilient
network and by extension, a dependable service provider.
Constant innovation and consistent maturity over the years has ensured
that Your
Company's network connectivity is now the go-to connectivity
provider for Enterprises of differing scale.
2.2 Technology Trends
According to the Davos Agenda, a forward paper released through the
Word Economic
Forum, two significant trends will dominate augmentation and
digital-physical fusion.
Human augmentation is about highly immersive experiences and enhanced
human-computer interfaces allowing humans to become a part of the internet, not just users
of it. The next decade will see more augmentation of the human body with bio-digital
interfaces, exoskeletons and many other innovations.
Digital-physical fusion is a separate but related idea that means
connecting physical assets with digital versions of themselves, a technology already
beginning to emerge. Advanced factories and logistics sites currently run digital twins of
their production lines, warehouses and vehicles to increase productivity and lower
operating costs. By 2030, the technology will spread, not only to other sectors but also
across society.
Digital twin of ourselves will be a reality; the recent discussion
around the "metaverse" gives a pretty good indication of where we may end up.
Both of these emerging technology trends depend on ubiquitous
next-generation connectivity.
Firstly, extreme performance specialized networks will need to emerge.
The most sensitive or data-hungry industry 4.0 applications will be served by private
networks on-premise, engineered for the lowest latency and the highest reliability and
flexibility.
Secondly, there will be networks of networks. Overlapping terrestrial
and non-terrestrial networks will form a patchwork quilt of coverage, providing a new
level of extreme reliability, local capacity and ubiquity. Seamless coverage can be
achieved by augmenting networks with low-orbit and high-throughput satellites, addressing
the 95% of the earth's surface that is not covered by terrestrial networks today.
Thirdly, networks-as-a-service will allow entire networks to be
consumed on a pay-as-you-go basis. Network owners will have the freedom to create their
own network without the burden of buying, installing, or maintaining physical
infrastructure.
These three forms of network evolution may sound abstract, but by
making it easier for businesses, public sector organizations and communities to access
turbo-charged connectivity, they will make it far easier for society to become more
sustainable and wealth-generative.
2.3 The key highlights for the year 2022-23
Data Center Capacity has been expanded in Mumbai, Delhi, Chennai,
Hyderabad and Kolkota.
At the end of the year, your Company has made available more than 100MW
of IT Power at its various Data Centers.
At the end of the year, Sify provides services via 892 fiber nodes
across the
The network connectivity service has now deployed 6541 SDWAN service
points across the country.
As part of the Corporate Venture Capital initiative, your Company has
invested USD 2.09 Million in the Silicon Valley area.
2.4 Awards and recognition
Your Directors are pleased to place on record that your Company was
awarded the following during the Financial Year 2022-23:
"Best Brands 2022" by - Economic Times.
' for Product & Services Strategy in the
category of - .
‘Emerging Technology Services Organization of Karnataka.
Through the year, your Company was also recognized by Enterprise majors
and independent research organizations.
‘MOST PROMISING IT PARTNER' from Tata Steel Long Products
Limited for delivering mission-critical Digital Transformation Projects in line with
Industry 4.0.
3. GOVERNANCE AND ETHICS 3.1 Corporate Governance
Your Company is compliant with the requirements of SEC / NASDAQ
Regulations relating to the independence of Directors in the Board, Audit, Compensation
and Nominating Committees.
In further compliance with the law of the land and the guidelines laid
down by the
Ministry of Corporate Affairs, the Company affirms its consonance with
the principles of the National Guidelines on Responsible Business Conduct (NGRBC).
1. Businesses should conduct and govern themselves with integrity in a
manner that is Ethical, Transparent and Accountable.
2. Businesses should provide goods and services in a manner that is
sustainable and safe.
3. Businesses should respect and promote the well-being of all
employees, including those in heir value chains.
4. Businesses should respect the interests of and be responsive to all
their stakeholders.
5. Businesses should respect and promote human rights.
6. Businesses should respect and make efforts to protect and restore
the environment
7. Businesses, when engaging in influencing public a manner that is
responsible and transparent.
8. Businesses should promote inclusive growth and equitable
development.
9. Businesses should engage with and provide value to their consumers
in a responsible manner.
Your Company ensures strict compliance of the Whistle Blower Policy and
Code of Conduct for the Board of Directors and Senior Management.
The provisions of Sarbanes-Oxley Act of 2002 which are applicable to
the Company have been complied with.
3.2 Directors' responsibility statement
Your Directors state: i) that in the preparation of the annual
accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures; ii) that they had selected such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the profit of the Company for that period;
iii) that they had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; iv)
that they had prepared the annual accounts on a going concern basis; v) that they had
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
3.3 Board of Directors
As on March 31, 2023, the Company has seven Directors out of whom four
are Independent Directors.
During the Year, Mr. Ananda Raju Vegesna, Executive Director of the
Company has not attended all the Board Meetings held during a period of 12 months with or
without seeking leave of absence and consequent to provision of Section 167
(1)
(b) of the Act, Mr. Ananda Raju Vegesna ceases to be a Director at the
closing business hours of October 28, 2022. He last attended the Board Meeting held on
July 30, 2021 and has not attended the Meetings of the Board held on October 29, 2021,
January 24, 2022, March 28, 2022, April 18, 2022, July 22, 2022 and October 21, 2022.
During the year, pursuant to the recommendation of Nomination and Remuneration Committee,
the Board has approved the appointment of Mr M P Vijay Kumar as a Whole-Time Director
(Additional) of the Company for a period of 5 (Five) years from November 14, 2022, on a
remuneration and on such terms and conditions with liberty and authority to the Board of
Directors to alter and vary the terms and conditions of the said appointment from time to
time within the scope of Schedule V of the Act or any amendments thereto or any
re-enactment thereof as may be agreed to between the Board of Directors and Mr M P Vijay
Kumar subject to the approval of Members at the ensuing Annual General Meeting. During the
year, the Board of Directors of your Company met 8 times. The details of the meetings and
the attendance of the Directors are as follows: The maximum interval between any two
meetings did not exceed 120 days as prescribed under 173
(1) of the Act.
Attendance of Directors: |
|
|
Quarter |
Meeting No. |
Date of Board Meeting |
No. of Directors entitled
to attend the meeting |
No. of Directors attended
the meeting |
| Q1 |
1 |
April 18, 2022 |
7 |
6 |
| Q2 |
2 |
July 22, 2022 |
7 |
6 |
|
3 |
October 21, 2022 |
7 |
5 |
|
4 |
November 2, 2022 |
6 |
6 |
| Q3 |
|
|
|
|
|
5 |
November 22, 2022 |
7 |
7 |
|
6 |
December 14, 2022 |
7 |
7 |
|
7 |
January 25, 2023 |
7 |
7 |
| Q4 |
|
|
|
|
|
8 |
March 28, 2023 |
7 |
7 |
3.4 Directors and Key Managerial Personnel
i. Key Managerial Personnel
As per the provisions of Section 203 of the Act read with Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following
Officers of the Company were designated as the Whole-Time Key
Managerial
Personnel of the Company:
| Mr Raju Vegesna |
Chairman and Managing Director |
| Mr M P Vijay Kumar |
Whole-Time Director and Chief Financial
Officer |
| Mr V Ramanujan |
Company Secretary |
ii. Independent Directors
The following Directors have continued as Independent Directors of the
Company:
1. Dr T H Chowdary
2. Mr C B Mouli
3. Mr C E S Azariah
4. Mr Arun Seth
3.5 Directors i. Retirement by rotation
Ms Vegesna Bala Saraswathi, Director, retires by rotation at the
ensuing Annual
General Meeting and being eligible, offers herself for reappointment.
Your Directors recommend her re-appointment. ii. Declaration by Independent Directors
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Act confirming that they continue to
meet with the criteria of their Independence laid down in Section 149(6) of the Act. For
the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, there were no
Independent Directors appointed during the year ended March 31, 2023.
iii. Remuneration to Whole -Time Director
During the year, Mr M P Vijay Kumar, Whole-time Director, has received
an excess Remuneration of Rs 0.54 lakhs under Section 197 of the Companies Act, 2013.
In compliance with the provisions of Section 197 read with Schedule V
of the Companies Act, 2013, the Company is in the process of obtaining the approval from
its Shareholders at the ensuing Annual General Meeting for the excess remuneration paid
. iv. Registration in the Databank of Independent Directors
The Independent Directors of your Company have enrolled with Indian
Institute of
Corporate Affairs and complied with the provisions therewith.
3.6 Committees
i. Audit Committee
The Audit Committee consists of Mr C B Mouli, Mr Arun Seth and Mr C E S
Azariah as Members. Mr C B Mouli, Chartered Accountant who is the Financial Expert, is the
Chairman of the Audit Committee.
During the year, the committee met five times. The dates of Meetings
are April 18,
2022, June 10, 2022, July 22, 2022, October 20, 2022 and January 25,
2023.
Attendance of Directors:
Name of the Director |
No. of Meetings held |
No. of Meetings attended |
| Mr. C B Mouli |
5 |
5 |
| Mr. C E S Azariah |
5 |
5 |
| Mr. Arun Seth |
5 |
5 |
ii. Compensation Committee / Nomination & Remuneration Committee
The Compensation Committee / Nomination & Remuneration Committee
consists of Dr T H Chowdary, Mr C B Mouli and Mr C E S Azariah as Members. Dr T H Chowdary
is the Chairman of the Committee.
The Company has framed a Policy on the Directors' appointment and
remuneration positive attributes, independence including criteria for determining
qualifications, of a Director and other matters provided under sub-section (3) of section
178 of Act.
During the year, the committee met five
2022 2022, July 22, 2022, October 21, 2022, November 2, 2022 and
January 25, 2023.
Attendance of Directors: |
|
|
Name of the Director |
No. of Meetings held |
No. of Meetings attended |
| Mr. T H Chowdary |
5 |
5 |
| Mr. C B Mouli |
5 |
5 |
| Mr. C E S Azariah |
5 |
5 |
iii. Corporate Social Responsibility Committee
The CSR Committee was reconstituted consequent to the vacation of
office of Mr. Ananda Raju Vegesna during the financial year. The CSR Committee consists of
the following Members:
S. No. |
Name of the Director |
Designation |
| 1 |
Mr. Raju Vegesna |
Chairman & Member |
| 2 |
Ms. Vegesna Bala Saraswathi |
Member |
| 3 |
Mr. C E S Azariah |
Member |
During the year, the committee met on July 22, 2022 and November 2,
2022.
iv. Nominating Committee
The Nominating Committee constituted under the SEC Regulations consists
of Dr T H Chowdary, Mr C B Mouli and Mr C E S Azariah as members. Dr T H Chowdary is the
Chairman of the Committee.
3.7 Statement of Performance Evaluation by the Board
The Board of Directors of your Company, based on procedures (through
questionnaires,
One to One Meetings and discussion with all the stakeholders), have
evaluated its performance and that of its Committees and Individual Directors.
The performance evaluation criteria for Directors are determined by the
Nomination and Remuneration Committee.
In a separate Meeting of Independent Directors, performance of
Non-Independent
Directors, the Board as a whole and the Chairman of the Company was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors. The Board and the Nomination and Remuneration Committee reviewed the
performance of Individual Directors on the basis of criteria such as the contribution of
the Individual Director to the Board and Committee Meetings.
3.8 Remuneration Policy
The Board, Nomination & Remuneration and Compensation Committee
framed a
Policy for selection and appointment of Directors including determining
qualifications, independence of a Director, Key Managerial Personnel, Senior Management
Personnel and their remuneration as part of its Charter and other matters provided under
Section 178(4) of the Act and the charter have been displayed on the Company's
website at www. sifytechnologies.com.
3.9 Risk Management
The Board of Directors of the Company have approved the Risk Management
Policy wherein all material risks faced by the Company are identified and assessed.
Business risks are identified based on incident analysis and the environment in which the
Company operates and the focus on Risk Management continues to be high. The periodic
assessment of business risk environment is carried out to identify significant risks to
the achievement of business objectives of the Company. Key risks are reported and
evaluated at appropriate forums and levels within the Company. The Risk Committee of the
Company is responsible for assisting the Audit Committee with a full status of the risk
assessment and management of the risks. Audit Committee and the Board also obtain
periodical updates on identified risks, depending upon the nature, quantum, and likely
impact on the business.
3.10 Vigil Mechanism
In compliance with the procedure laid down under the Whistleblower
Policy / Vigil mechanism as required under the Act / Sarbanes-Oxley Act, 2002, the Company
has established procedures for: i. receiving, retaining and treating complaints received;
ii. confidential,anonymous submission by Employees / Directors, of complaints regarding
questionable accounting or auditing matters, conduct which results in a violation of law
by Company or in a substantial mismanagement of Company resources; iii. reporting genuine
concerns by the Employees and Directors; iv. adequate safeguards against victimization of
persons who use vigil mechanism.
3.11 NASDAQ Listing
Your Company has complied with all the Listing Rules as specified of 24
continuous years of listing on the prestigious NASDAQ Stock market.
3.12 Related Party Transactions
Particulars of contracts / arrangements entered into by the Company
with Related Parties referred to in Sub-section (1) of Section 188 of the Act during the
Financial Year 2022-23 are listed below:
Subsidiary Companies: |
|
Sify Technologies (Singapore) Pte. Limited |
in Lakhs |
| Advances given |
- |
| Receipt of Services |
829 |
| Rendering of Services |
66 |
| Trade Receivables |
4 |
| Trade Payables |
433 |
Sify Data and Managed Services Limited |
in Lakhs |
| Advances given |
- |
| Advance Repaid |
1,318 |
| Loan Given |
75 |
| Interest on Loan Given |
20 |
| Repayment of Loan |
385 |
| Advances Receivables |
- |
| Expenses transfer |
13 |
Sify Infinit Spaces Limited |
in Lakhs |
| Receipt of services |
303 |
| Lease rentals received |
1,599 |
| Interest Received |
724 |
| Security Deposit transfer |
360 |
| Lease deposit received |
345 |
| Revenue transfer |
1,054 |
| Expenses transfer |
3,464 |
| Asset transfer |
35 |
| Investment in CCD's |
12,250 |
| Amount receivable |
1,590 |
| Amount payable |
1,271 |
| Loans given |
900 |
| Investment made in CCD |
22,250 |
Sify Digital Services Limited |
in Lakhs |
| Receipt of services |
2,198 |
| Other Income transfer |
221 |
| Asset transfer |
5,669 |
| Revenue transferred |
31,225 |
| Expenses transferred |
23,319 |
| Amount receivable |
5,499 |
| Amount payable |
14,455 |
Print House (India) Private Limited |
in Lakhs |
| Interest on Loan Received |
41 |
| Loan Given |
100 |
| Loan repaid by subsidiary |
210 |
| Sale of leasehold land |
584 |
| Amounts receivable |
584 |
Sify Technologies North America
Corporation, USA |
in Lakhs |
| Expenses Transfer |
11 |
| Amount receivable |
33 |
Holding Company |
|
Raju Vegesna Infotech and Industries
Private Limited |
in Lakhs |
| Lease rental paid |
14 |
Enterprise over which KMP have significant
influence |
|
Raju Vegesna Developers Private Limited |
in Lakhs |
| Lease rental paid |
6 |
Radhika Vegesna |
|
| Lease rental paid |
75 |
Raju Vegesna Foundation |
|
| CSR Contribution |
123 |
Others |
|
|
Name of the Director |
Nature of Payment |
in Lakhs |
| Dr T H Chowdary, Director |
Consultancy Services |
3 |
There were no Contracts or Arrangements entered into with Related
Parties during the year to be disclosed under Sections 188(1) and 134(h) of the Act in
Form AOC-2.
3.13 Employees' Particulars in terms of Section 197 read with
rules therewith of the Act
Your Company is an unlisted public company and hence the provisions of
Section 197(12) of the Act and the Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.
3.14 Policy on Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Your Company has a zero tolerance approach for sexual Harassment of
Women at Workplace. A Policy has been framed and adopted for prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules framed thereunder. An Internal Complaints Committee has been constituted and there
were no Complaints reported under the Act during the year.
3.15 Annual Return
The Ministry of Corporate Affairs vide their notification omitted the
requirement of furnishing Annual Return in Form MGT-9, in case the weblink of such Annual
return has been disclosed in the Board's report in accordance with Section 92(3) of
the Act and the rules made thereunder.
In accordance with the provisions of the Act, the Annual Return in Form
MGT 7 has been displayed on the website of the Company at www.sifytechnologies.com.
3.16 Secretarial Standards
During the year, your Company has complied with the provisions of the
applicable mandatory Secretarial Standards issued by Institute of Company Secretaries of
India.
4. INTERNAL FINANCIAL CONTROLS AND AUDIT
4.1 Adequacy of Internal Financial Controls
The Internal Financial Control is a process to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of
Financial Statements for external purposes in accordance with applicable reporting
requirement standards. Our Internal Financial Control includes: that all
disclosures as required by law and applicable accounting/reporting standards have been
complied with;
that all policies and procedures of the Company have been adhered
to and those policies and procedures relating to safeguarding of assets have been complied
with;
that compliance of such policies and procedures enable prevention
and detection of fraud and error;
that policies and procedures adopted by the Company ensure accuracy
and completeness of accounting records.
On account of its inherent limitations, Internal Financial Control may
not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of
changes in conditions or that the degree of compliance with the policies or procedures may
deteriorate.
The assessment of the effectiveness of our Internal Financial Control
as of March 31, 2022 was conducted. The assessment of Internal Financial Control was based
on the evaluation of the framework in Internal Control Integrated Framework issued by the
Committee of
Sponsoring Organizations of the Tread way Commission (COSO). Based on
the assessment, it was concluded that your Internal Financial Control was effective as of
March 31, 2023.
4.2 Auditors i. Statutory Auditor Name and Address
M/s Manohar Chowdhry & Associates, Chartered Accountants, Chennai
(ICAI Firm Registration No: 001997S) have been appointed as the Statutory Auditors of the
years beginning fromCompanyfinancial for period of five year 2021-22 to 2025-26
(i.e. from the conclusion of 25th AGM till 30th
AGM of the Company) and as such they continue to hold office. The Company has also
received written consent from the
Statutory Auditors that they satisfy the criteria provided under
Section 141 of the Act and that their continued appointment shall be in accordance with
the applicable provisions of the Act and rules framed thereunder.
Report
The Report issued by M/s Manohar Chowdhry & Associates, Chartered
Accountants, the Statutory Auditors, forming part of the Annual Report, does not contain
any qualification, reservation, adverse remark or disclaimer.
During the year under review, the Statutory Auditors have not reported
to the Audit Committee under Section 143(12) of the Act, any instance of fraud committed
against the Company by its Officers or Employees.
ii. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. V Ramasubramanian, Company Secretary in Practice to undertake the
Secretarial Audit of the Company.
Report
The Report of the Secretarial Auditor in Form MR-3 for the Financial
Year ended March 31, 2023 is provided as Annexure 2 to the Report.
The Report does not contain any qualifications, reservations or adverse
remarks.
The Board has reappointed Mr V Ramasubramanian, Practicing Company
Secretary as the Secretarial Auditor of the Company for the Financial Year 2023-24. iii.
Cost Auditor
Pursuant to the provisions of Section 148 of the Act and the Rules made
thereunder, the Company has appointed the Cost Auditor as given below to undertake the
Cost
Audit of the Company. Report
The Cost Auditor will submit his report for the Financial Year 2022-23
before the due date. Pursuant to the recommendation of the Audit Committee, the Board has
approved the appointment of Mr. S Ramachandran, Cost Accountant, as the Cost Auditor, for
the Financial Year 2023-24.
Maintenance of cost records
Further, the Board hereby confirms that the cost records specified by
the Central
Government as per Section 148(1) of the Act and the Rules made
thereunder, have been made and maintained.
5. SOCIAL RESPONSIBILITY AND SUSTAINABILITY
5.1 Corporate Social Responsibility
Pursuant to the provisions of Section 135 and Schedule VII of the
Companies Act, 2013, the Policy on Corporate Social Responsibility (CSR) as approved by
the Board has been displayed on the Company's website at
https://www.sifytechnologies.com/ investors/company-profile/csr-policy/. For the Financial
Year 2022-23, the Company had spent 1.61 lakhs towards CSR Projects as detailed herein
below:
Particulars |
in Lakhs |
| Amount required to be spent towards CSR |
161.37 |
Amount Spent |
|
| Raju Vegesna Foundation |
123.38 |
| Guided Fortune Samriti |
25.00 |
| Sri Hanuman Mani Education & Culture
Trust |
8.00 |
| CHILD, Trust |
5.00 |
Annual Report on CSR is provided as Annexure 3 5.2 Human Resource
Management
Your Company considers its human resources as an important asset and
endeavors to nurture, groom and retain talent to meet the current and future needs of its
business. The Company has conducted management and supervisory development programs as
well as put in place succession plan and long term career growth plan and has also
invested in upskilling our employees to meet the demands of the fast-changing technology
landscape by conducting training through Sify . Our training hours went up multifold in
the current year.
We continue to provide conducive work environment and opportunities for
development of its employees. The number of employees as on March 31, 2023 was 1,409.
5.3 Conservation of Energy and Technology Absorption
Conservation of Energy:
Data Centres are energy intensive and Sify has been working
continuously to ensure that The Company operates in the most energy efficient manner.
Across all the Data Centres in
India, The Company has implemented comprehensive energy conservation
and efficiency programs through Energy usage optimization which eradicates energy hot
spots though UPS optimization, installation of power factor controllers and installation
of precision air handling units and maintaining power utilization efficiency to improve
effectiveness across all the Data Centres. Technology Absorption:
The Company has deployed latest technologies in its Network and its
Data Center Business which has helped in improving quality of its services and
productivity of its resources.
The Company's operations do not require significant import of
technology.
6. OTHER DISCLOSURES 6.1 Order of the Court
During the year, there were no significant and or Courts or Tribunals
impacting the going concern status and Company's operations in future.
6.2 Foreign Exchange Earnings and Outgo
Details of Foreign Exchange Earnings and outgo during the year are as
follows:
Foreign Exchange Inflow: 21,348 lakhs Foreign Exchange Outgo: 41,359
lakhs
6.3 Change in nature of business of the Company
There is no change in the Company's business activities and its
nature of business during the Current financial year.
6.4 Details of application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016
The Company has not made any application under aforesaid bankruptcy
code nor the company is facing any proceeding under the said Insolvency and Bankruptcy
Code, 2016.
6.5 One Time Settlement with Banks or Financial Institutions
During the year, the Company had not made any One-time Settlement with
Banks or
Financial Institutions.
7. ACKNOWLEDGEMENT
We, the Directors take this opportunity to thank all Investors,
Customers, Vendors, Banks and Government Authorities for their continued support and also
wish to place on record our appreciation for the valuable contribution made by the
employees.
|
For and on behalf of the Board |
| Chennai |
Raju Vegesna |
| April 24, 2023 |
Chairman and Managing Director |
|
DIN : 00529027 |
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