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, 2022.
1. FINANCIAL INFORMATION
Rs in lakhs
|
Standalone |
Consolidated |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| Income from operations |
1,20,183 |
1,09,417 |
2,70,257 |
2,43,195 |
| Earnings Before Finance Costs, Tax, Depreciation & amortization, Other Income and
exceptional items (EBITDA) |
24,212 |
21,042 |
60,400 |
50,856 |
| Depreciation and Amortization |
15,708 |
13,873 |
32,835 |
28,356 |
| Finance Costs |
3,524 |
3,183 |
10,981 |
9,627 |
| Other Income (Including Forex Gain, Gain on sale of PPE) |
1,924 |
3,054 |
2,044 |
3,283 |
| Other Expenses (Including Forex Loss, Loss on Sale of PPE) |
67 |
41 |
- |
153 |
| Profit Before Tax |
6,837 |
6,999 |
18,628 |
16,003 |
| Profit After Tax |
4,422 |
5,668 |
12,725 |
15,319 |
1.1 Financial information of the Subsidiaries
In accordance with Section 129(3) of the Companies Act, 2013, 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:
Sify Technologies (Singapore) Pte. Ltd, Singapore
During the year under review, the Company reported revenue of Rs 742 lakhs as compared
to Rs 644 lakhs in the previous year. The Profit was Rs 23 lakhs as compared to Loss of Rs
82 lakhs in the previous year.
Sify Technologies North America Corporation, USA
During the year under review, the Company reported revenue of Rs 6,274 lakhs as
compared to Rs 6,198 lakhs in the previous year. The Loss was Rs 946 lakhs as compared to
profit of Rs 231 lakhs in the previous year.
Sify Data and Managed Services Limited
Sify Data and Managed Services has acquired land on lease for operating its data
centers, the company is in the process of obtaining sanctions and approvals to commence
construction activity.
Sify Infinit Spaces Limited
Sify Infinit Spaces Limited, a Wholly-owned Subsidiary, which acquired the Data Center
Business from the Holding Company during 2020-21 is continuing the operations during the
year under review. The Company reported a revenue of Rs 75,821 lakhs as compared to Rs
56,287 lakhs in the previous year. The Profit was Rs 8,575 lakhs as compared to Rs 7,890
lakhs in the previous year.
Sify Digital Services Limited
Sify Digital Services Limited, incorporated as a Wholly-owned Subsidiary, which
acquired the Digital services business viz., Cloud and Managed Services, Applications
Integration Services and Technology Integration Services from the Holding Company during
2020-21 is continuing the operations during the year under review. The Company reported
revenue of Rs 75,699 lakhs as compared to Rs 61,316 lakhs in the previous year and profit
of Rs 769 lakhs as compared to Rs 1,565 lakhs in the previous year.
Print House (India) Private Limited
During the year, Print House (India) Private Limited (PHIPL), has not reported revenue.
Also, the Board of Directors has approved the merger of the Company with M/s Sify Infinit
Spaces Limited, a fellow subsidiary of the Company.
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 2021-22.
Transfer of Amount to Investor Education and Protection Fund
During FY 2021-22, the Company has transferred the unpaid/ unclaimed dividend
pertaining to FY 2013-14, amounting to Rs 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 September 15, 2021 (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 FY 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 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 Share Capital 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 Companies Act, 2013 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:
| S. No. Particulars |
2021-22 |
2020-21 |
|
No of Options |
No of Employees |
No of Options |
No of Employees |
| 1. Options granted |
1,95,000 |
2 |
465,000 |
12 |
| 2. Options vested |
14,59,000 |
139 |
2,930,000 |
125 |
| 3. Options exercised |
5,04,300 |
53 |
3,014,822 |
122 |
| 4. Total number of shares arising as a result of exercise of option |
5,04,300 |
53 |
3,014,822 |
122 |
| 5. Options lapsed |
2,38,000 |
12 |
726,000 |
22 |
| 6. Exercise price |
Varies based on the date of allotment ranging from
57.66 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) |
430 |
53 |
2455 |
122 |
| 9. Total number of options in force |
72,32,978 |
151 |
7,780,278 |
189 |
Employee-wise details of options granted to:
| S. No. 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. Identified employees 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 Loans, Guarantees and Investments
covered under Section 186 of the Companies Act, 2013 form part of the Notes to the
Financial Statements provided in this Annual Report.
1.6 Deposits
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 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, 2022 till the date of this Report.
2. BUSINESS REVIEW
2.1 Business Strategy and Overview:
Covid accelerated the transformation of legacy IT services to geography-agnostic
subscription models. Transformational consumption patterns led to Enterprises seeking
instance and outcome-based service models and better RoI on their IT capex.
Enterprises brief for partners and solutions have expanded to include those that solve
present and future business problem. And in doing so, will forecast upcoming IT scenarios
that would require a customization of tools, process and solutions.
Your Company's outcome-based service offers all of these at the right price. Enterprise
customers view this from a strategic view point. The ICT ecosystem on offer from Your
Companys' gives Enterprises the ability to build a mesh of integrated services that solves
multiple business problems in a single intervention. The end delivery is far removed from
the past and effectively delivers digital transformation through every aspect of the
clients' business.
2.2 Technology Trends:
Among others, some of the critical Network trends that will come to commission in the
new normal are the following
1. Network resources at the edge will increase substantially:
Edge locations are in huge demand as applications demand faster response times and
users expect lesser latency. An IDC report, ‘The Business Value of Edge in a Digital-
First World,' says that nearly 6 in 10 (59%) enterprises in Asia Pacific are planning to
integrate edge fully into their cloud-based infrastructure. In the next two years, IDC
believes that close to 30% of new enterprise infrastructure deployment in Asia Pacific is
likely to happen at the edge.
2. Wi-Fi 6 will make huge inroads into the enterprise:
Estimated to be more than 30% faster than Wi-Fi 5, Wi-Fi 6 can make a huge difference
with huge improvements in speed and reduced latency in environments (stadiums, airports
etc.) that have a higher density of devices. Wi-Fi 6 can enable loT devices to transfer
data at a faster pace with reduced latency and response times.
3. 5G will unleash a new wave of innovation:
5G has an estimated theoretical speed of 20 Gbps compared to 1 Gbps for 4G. This can
significantly change the way businesses operate and lead to the growth of several
innovative business models. As 5G can enable smooth functioning of high bandwidth
applications, it can create a fertile ground for encouraging development of Augmented
Reality or Virtual Reality apps. This can have a huge impact on sectors such as healthcare
(telemedicine) or education (remote classrooms) where high bandwidth applications are
deployed.
4. SD-WANs will continue to dominate with SASE beginning to make headway:
A recently published report by Dell'Oro Group says that the worldwide SD-WAN market
grew 45 percent in the third quarter of 2021 compared to the prior year. In a remote
working scenario which has become more common now, enterprises typically have struggled
with respect to managing bandwidth consumption and reducing latency. If there are more
remote locations, then the cost of bandwidth can be very expensive. There can also be huge
latency issues, as enterprise traffic gets routed from the location to the data center,
which is then routed to the cloud. With SD-WAN, enterprises can decide to route the most
optimum way or the most cost-effective path.
5. AI will be a default choice for network automation:
With the growing complexity and a huge increase in traffic, AI will be a default choice
for automating many manual processes done by network administrators. AI will increasingly
be used by organizations to automatically provision and setup networks without any manual
efforts. This is extremely useful in remote locations where networks or devices can be
easily setup without any on-site support.
2.3 The key highlights for the year 2021-22
1. Your Company committed to a capital outlay of INR 9900 Million toward fresh capacity
building for data center expansion in the Navi Mumbai region. This is in addition to the
capital outlay of INR 1200 Million for expansion of DC capacity in the same region.
2. Through the year, Your Company has invested a total of USD 350,000 in startups in
the Silicon Valley area as part of our Corporate Venture Capital initiative.
3. Your Company has received a 5-star rating from customers on Gartner Peer Insights
for Managed Network Services and Public Cloud Managed & Professional Services.
4. Your Company commissioned a total of 11MW capacity across the country in the year.
5. As on March 31, 2022, Your Company provides services via 816 fiber nodes and 1913
wireless base stations across the country, a 12% and 6% increase respectively over last
year.
2.4 Other Significant Corporate developments
1. During the year, Your Company announced a major commitment to renewable energy with
Power Purchase Agreements for a total 231MW of solar and wind energy capacity to power the
latest hyperscale data centers.
2. Kotak Special Situations Fund (KSSF), managed by Kotak Investment Advisors Limited
(KIAL) signed an agreement under which KSSF will invest up to INR 1,000 crore (USD 135
million) in Sify Infinit Spaces Limited (SISL), a wholly-owned subsidiary of Your Company.
2.5 Awards and recognition
Your Directors are pleased to place on record that your Company was recognized at the
following forums in the Financial Year 2021-22:
1. Voice & Data Excellence Award 2021 in Network Services category for SDWAN at the
21st Telecom Leadership Forum
2. TIA-942 Rated 3 Design Certification for four data centres located in Mumbai,
Hyderabad, and Noida
3. Recognized by Gartner as a Niche Player in the 2021 Gartner Magic Quadrant for
Managed Network Services, in the 2021 Gartner Market Guide for Public Cloud Managed and
Professional Services, Asia/Pacific, Backup as a Service and for Security Testing &
Consulting Services in India.
4. The Coffee Table Book commemorating Sify's 20th year at listing on Nasdaq wins Gold
at 2021 Asia Pacific Stevie Awards.
5. Recognized as a Major player in the 2021 IDC MarketScape for Managed Cloud Services
APeJ.
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 and regulatory policy, should do so
in 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 or loss 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 Companies Act, 2013, 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 31,2022, the Company has seven Directors out of whom four are Independent
Directors.
During the year, the Board of Directors of your Company met six times. The dates of
Meetings are May 7, 2021, May 14, 2021, July 30, 2021, October 29, 2021, January 24, 2022
and March 28, 2022.
The maximum interval between any two Meetings did not exceed 120 days as prescribed
under 173(1) of the Companies Act, 2013
Attendance of Directors:
| Name of the Director |
Category of Director |
No. of Meetings held |
No. of Meetings attended |
| Raju Vegesna |
Chairman, CEO & Managing Director |
6 |
6 |
| Ananda Raju Vegesna |
Executive Director |
6 |
3 |
| Vegesna Bala Saraswathi |
Director |
6 |
6 |
| T H Chowdary |
Independent Director |
6 |
6 |
| C B Mouli |
Independent Director |
6 |
6 |
| C E S Azariah |
Independent Director |
6 |
6 |
| Arun Seth |
Independent Director |
6 |
6 |
3.4 Directors and Key Managerial Personnel
i. Key Managerial Personnel
As per the provisions of Section 203 of the Companies Act, 2013 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 |
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 Companies Act, 2013 confirming that they continue to
meet with the criteria of their Independence laid down in Section 149(6) of the Companies
Act, 2013.
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, 2022
iii. 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, who is the Financial Expert, is the Chairman of the Audit
Committee.
During the year, the committee met seven times. The dates of Meetings are May 6, 2021,
May 7, 2021, May 14, 2021, July 28, 2021, July 30, 2021, October 29, 2021 and January 24,
2022.
Attendance of Directors:
| Name of the Director |
No. of Meetings held |
No. of Meetings attended |
| C B Mouli |
7 |
7 |
| C E S Azariah |
7 |
7 |
| Arun Seth |
7 |
7 |
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
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided under sub-section (3) of section 178 of the Companies
Act, 2013.
During the year, the committee met four times. The dates of Meetings are May 7, 2021,
July 30, 2021, October 29, 2021 and January 24, 2022.
Attendance of Directors:
| Name of the Director |
No. of Meetings held |
No. of Meetings attended |
| T H Chowdary |
4 |
4 |
| C B Mouli |
4 |
4 |
| C E S Azariah |
4 |
4 |
iii. Corporate Social Responsibility Committee
During the year, the Board of Directors had appointed Ms Vegesna Bala Saraswathi, as a
member of the Committee. Accordingly, the Committee was reconstituted. The Corporate
Social Responsibility Committee consists of Mr Raju Vegesna, Ms Vegesna Bala Saraswathi,
Mr Ananda Raju Vegesna and Mr C E S Azariah as Members. Mr Raju Vegesna is the Chairman of
the Committee.
During the year, the committee met on July 30, 2021 and January 24, 2022.
iv. Nominating Committee
The Nominating Committee constituted under the SEC Regulations consists 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.
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
Companies Act, 2013 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 Companies Act, 2013 / 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 and achieved
completion of 22 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 Companies Act, 2013 during the
Financial Year 2021-22 are listed below:
Subsidiary Companies:
| Sify Technologies (Singapore) Pte. Limited |
Amount in Rs Lakhs |
| Advances given |
Nil |
| Receipt of Services |
670 |
| Rendering of Services |
87 |
| Trade Receivables |
105 |
| Trade Payables |
431 |
| Sify Data and Managed Services Limited |
Amount in Rs Lakhs |
| Advances given |
150 |
| Advance Repaid |
74 |
| Interest on Loan Given |
26 |
| Advances Receivables |
1,619 |
| Sify Infinit Spaces Limited |
Amount in Rs Lakhs |
| Receipt of services |
303 |
| Lease rentals received |
1,420 |
| Interest Received |
27 |
| Lease rental and refundable deposit receivable |
345 |
| Revenue Transfer |
26,192 |
| Expenses transfer |
7,820 |
| Loans given |
900 |
| Investment in CCD's |
10,000 |
| Amount receivable |
541 |
| Sify Digital Services Limited |
Amount in Rs Lakhs |
| Receipt of services |
2,205 |
| Revenue transferred |
31,512 |
| Expenses transferred |
36,556 |
| Amount payable |
3,583 |
| Print House (India) Private Limited |
Amount in T Lakhs |
| Interest on Loan Received |
11 |
| Amounts receivable |
121 |
| Sify Technologies North America Corporation, USA |
Amount in T Lakhs |
| Rendering of services |
33 |
Holding Company
| Raju Vegesna Infotech and Industries Private Limited |
Amount in Rs Lakhs |
| Lease rental paid |
14 |
Enterprise over which KMP have significant influence
| Raju Vegesna Developers Private Limited |
Amount in Rs Lakhs |
| Lease rental paid |
5 |
| Radhika Vegesna |
|
| Lease rental paid |
67 |
| Raju Vegesna Foundation |
|
| CSR Contribution |
74 |
Others
| Name of the Director |
Nature of Payment |
Amount in Rs Lakhs |
| Dr T H Chowdary, Director |
Consultancy Services |
3 |
Your Company has not entered into any Contracts or Arrangements or Transactions entered
with Related Parties during the year referred to in Section 188(1) of the Companies Act,
2013. Hence disclosure in Form AOC 2 is not applicable.
3.13 Employees' Particulars in terms of Section 197 read with rules therewith of the
Companies Act, 2013
Your Company is an unlisted public company and hence the provisions of Section 197(12)
of the Companies Act, 2013 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 dated 05.03.2021, had omitted
the requirement of furnishing Annual Return in Form MGT-9.
However, as required under Section 92(3) of the Companies Act, 2013 read with rule
12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in
Form MGT 7 has been displayed on the website 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
nternal 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, 2022.
4.2 Auditors
i. Statutory Auditor Name and Address
M/s Manohar Chowdhry & Associates, Chartered Accountants (FRN: 001997S) 27,
Subramaniam Street, Abhiramapuram, Chennai - 600 018.
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 Companies Act, 2013, 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 Companies Act, 2013 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.
Name and Address
Mr V Ramasubramanian, Practicing Company Secretary, Flat 3B, No.5, Second Main Road,
Kannappa Nagar, Thiruvanmiyur, Chennai 600 041.
Report
The Report of the Secretarial Auditor in Form MR-3 for the Financial Year ended March
31, 2022 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 2022-23.
iii. Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made
thereunder, the Company has appointed the Cost Auditor as given below to undertake the
Cost Audit of the Company.
Name and Address
Mr S Ramachandran, Cost Accountant, 160, MGR Street, Saligramam, Chennai 600 093.
Report
The Cost Auditor will submit his report for the Financial Year 2021-22 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 2022-23.
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 2021-22, the Company had spent Rs 1.93 lakhs towards CSR
Projects as detailed herein below:
| Particulars |
Amount in Rs Lakhs |
| Amount required to be spent towards CSR |
193 |
| Amount Spent |
|
| Sri Venkateswara Institute of Research and Rehabilitation for the Disabled Trust
(VIRRD), Dwarakha Tirumala |
100.00 |
| Particulars |
Amount in Rs Lakhs |
| Raju Vegesna Foundation |
74.10 |
| Voluntary Health Services |
10.00 |
| Sri Hanuman Mani Education & Culture Trust |
5.00 |
| Dr Ambedkar Yuvajana Sangham, Trust |
3.95 |
1. Contribution to VIRRD Trust: The Company has contributed Rs 100.00 Lakhs
towards expansion of Hospital Building.
2. Raju Vegesna Foundation: The Company has contributed Rs 74.10 Lakhs for
completing the various ongoing projects viz., safe drinking water to Rural area,
Hospitals, Schools etc.
3. Voluntary Health Services, Trust: The Company has contributed Rs 10.00 Lakhs
for strengthening the hospital infrastructure.
4. Sri Hanuman Mani Education & Culture Trust: The Company has contributed
Rs 5.00 Lakhs for construction of open air auditorium at Girls High school, Angaluru,
5. Dr Ambedkar Yuvajana Sangham, Trust: The Company has contributed Rs 3.95
Lakhs towards purchase of Bench cum desk and construction of Washrooms for the students of
Dr Ambedkar Vidya Academy High School.
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 We have invested in
upskilling our employees to meet the demands of the fast-changing technology landscape by
conducting training through Sify 'ffhyacademy. 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, 2022 was considered
2,839.
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 material orders passed by the Regulators
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: Rs 25,110 lakhs Foreign Exchange Outgo: Rs 44,730 lakhs
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 |
| Hyderabad |
Raju Vegesna |
| April 18, 2022 |
Chairman and Managing Director |
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