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Sylph Technologies Ltd.

BSE: 511447 Sector: Others
NSE: N.A. ISIN Code: INE706F01013
BSE LIVE 15:06 | 17 Nov 5.90 -0.29
(-4.68%)
OPEN

5.90

HIGH

5.90

LOW

5.90

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5.90
PREVIOUS CLOSE 6.19
VOLUME 106
52-Week high 7.23
52-Week low 2.59
P/E
Mkt Cap.(Rs cr) 9
Buy Price 5.90
Buy Qty 394.00
Sell Price 6.25
Sell Qty 750.00
OPEN 5.90
CLOSE 6.19
VOLUME 106
52-Week high 7.23
52-Week low 2.59
P/E
Mkt Cap.(Rs cr) 9
Buy Price 5.90
Buy Qty 394.00
Sell Price 6.25
Sell Qty 750.00

Sylph Technologies Ltd. (SYLPHTECHNO) - Director Report

Company director report

To

The Members

Your Directors are delighted in presenting their 25th Annual Report togetherwith the Audited Accounts of the Company for the Year ended March 31 2017.

Financial summary:

Particulars March 31 2017 March 31 2016
Income From Operations
Revenue from sale of goods 109288000 45024000
Revenue from sale of Services 476000 890000
Other Income 2384125 2782272
Total Revenue From Operations 112148125 48696272
Profit before depreciation & taxation 159560 427337
Less: Depreciation 260550 279780
Profit before taxation (100990) 147557
Less: Tax Expense
Tax expense for current year (MAT) - 28118
Mat credit entitlement - (28118)
Deferred Tax (9890) 3477
Profit after taxation (91100) 144080
Add: Balance brought forward from previous year (14512929) (14969651)
Add: Reversal of outstanding expenses - 312642
Surplus available for appropriation (14604028) (14512929)
Appropriations
Dividend on Preference Shares - -
Tax on above dividend - -
Proposed dividend on Equity Shares 0 0
Tax on above dividend 0 0
Transfer to General Reserve 0 0
Balance carried to Balance sheet (14604028) (14512929)

TRANSFER TO RESERVES:

During the year the company has not proposed to transfer any amount to the GeneralReserve.

DIVIDEND:

The Directors of the Company are not recommending any dividend looking to theaccumulated losses in the company.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Rajesh Jain (Din-01704145) Director of the company is liable to retire by rotationand shall retire in the forthcoming AGM and being eligible offer himself for reappointment. The Board of Directors recommends Mr. Rajesh Jain for re-appointment asdirector of the company.

During the year the Board appointed Ms. Chhaya Lakhmani as the Company Secretary KMPand Compliance Officer of the Company. The appointment was effective from 14th September2016. Due to unavoidable circumstances Ms. Chhaya Lakhmani Company Secretary KMP andCompliance Officer of the Company resigned from the services of the Company. Theresignation was effective from 06th January 2017.

Detail of Director is provided in "Annexure-i".

DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company.

MEETINGS OF BOARD:

During the year 10 (Ten) Board Meetings and 4 (Four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report in"Annexure-ii". The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and theloss of the Company for that period.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of Loans guarantees or investments covered under Section 186 ofcompany act 2013 form part of notes to the financial statements provided in this annualreport.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY/INTERNAL FINANCIAL CONTROLS:

The directors has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of financial statements.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Auditor is definedin the Internal Audit Manual. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditormonitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company.

Based on the report of Internal Auditor process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand recommendations along with corrective actions thereon are presented to the AuditCommittee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

CONSERVATION OF ENERGY:

Company ensures that the operations of the company are conducted in the manner wherebyoptimum utilization and maximum possible savings of energy is achieved.

No specific investment has been made in reduction in energy consumption equipments.

As the impact of measures taken for conservation and optimum utilization of energy arenot quantitative its impact on cost cannot be stated accurately.

No steps have been taken for by the company for utilizing alternate sources of energy.

TECHNOLOGY ABSORPTION:

Company's operations are conducted by using in-house know how and no outside technologyis being used for operating activities. Therefore no outside technology absorption in thecompany. The Company has not incurred expenditure on research and development activitiesduring the year.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

SUBSIDIARY COMPANY:

The Company has one subsidiary company- Sakshi Powertech Pvt Ltd

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as AOC-1"Annexure-iii". Performance and financial position of the subsidiaryincluded in the consolidated financial statement.

Further the financial statements and related documents of the subsidiary company shallbe kept open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon specific request by any Member of theCompany interested in obtaining the same.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower Policy to report genuine concerns orgrievances of directors and employees and to deal with instance of fraud andmismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

Audit committee shall oversee the vigil mechanism.

The vigil mechanism ensures that strict confidentiality is maintained while dealingwith concerns and also that no discrimination will be meted out to any person for agenuinely raised concern.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements)Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Nomination & Remuneration Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

AUDITOR:

At the Annual General Meeting held on 30th September 2014 M/s M.S. Dahiya & Co.(Firm's Registration No.-013855C) chartered accountant were appointed as statutoryauditors of the company. As per provision of section 139 of company act 2013 regardingrotation of auditor of M/s M.S. Dahiya & Co. Chartered Accountants office asauditors of the company has exhausted and thus appointment of new auditor for the companywill take place subject to approval of the auditor M/s ABN & Co. (ICAI FRN :- 004447C)as statutory auditor of the company from the conclusion of 25th AGM till conclusion of30th AGM as stated in the notice

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed CS Rani Rai (M. No.39581) Company Secretary in practice (C.P. No. 16987) inplace of CS D. P. Yadav (M. No. 36395) Company Secretary in practice (C.P. No. 13717) whohas done the secretarial audit of the Company for the Financial Year 2015-16 to undertakethe Secretarial Audit of the Company for the Financial Year 2016-2017. The SecretarialAudit report for the Financial Year ended 31st March 2017 is annexed herewith as:"Annexure-iv" to this report.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. As required under section 204 (1) of the Companies Act 2013 theCompany has obtained secretarial audit report.

BOARD EXPLANATION

• Management is searching for suitable candidate for the post of MD or CEO andCFO. Further the company is under process to appoint company secretary beside that thesecretarial audit report is self explanatory and hence do not call for any furthercomments.

RELATED PARTY TRANSACTIONS DISCLOSURE :

The disclosure required under sub section (1) of section 188 are mentioned in FormAOC-2 which is annexed herewith as "Annexure -v".

STATE OF COMPANY'S AFFAIRS:

Your Company is a software technology company in India providing software developmentservices & solutions with services such as outsourcing software development webdevelopment product development strategy consulting offshore software developmente-commerce for web and mobile enablement.

The Company operates in four segments namely Information Technology EducationPrinting and Publishing Newspapers and Trading of Solar Power Plant and the Company hasalso acquired rights for the Publication of a 25 year old Newspaper. During the period thecompany has operated in three segment mentioned previously. During the year most of therevenues are from Solar Power Plant.

The company has also engaged in providing BPO Service & KPO Service website:www.bfxindia.com. KPO providing services in the field of Accounting Income tax ServiceTax VAT CST Custom Duty and other duties and taxes Auditing Corporate ServicesCompany law matters Financial & Legal Consultancy and Tax Management. BFX Indiaprovide definite solution for Corporate Debt restructuring and can also help in raisingDebt Loan Shares capital and equity for all of your business and corporate requirementsin all possible forms and ways.

For the purpose of enhancement diversification and availing future opportunitiesduring the year company has started trading of Solar Power Product.

REVOCATION OF SUSPENSION IN TRADING OF COMPANY'S SHARE :

The Company had been suspended with effect from August 27 2015 vide order passed onAugust 24 2015 .The BSE has revoked the suspension in trading of company's share fromMarch 06 2017.

BUSINESS RISK MANAGEMENT:

The Management has implemented business risk management policy. At present the companyhas not identified any element of risk which may threaten the existence of the company.The Company has Risk Management Policy to report genuine concerns or grievances ofdirectors and employees and to deal with instance of fraud and mismanagement if any.

PARTICULARS OF EMPLOYEES:

Section 197 of company act 2013 read with rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyare not applicable to company as no employee of company is in receipt of remunerationexceeding the limit as mentioned in relevant provision.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure-vi".

LISTING WITH STOCK EXCHANGES:

The Company's Shares are listed on BSE. The Company confirms that it has paid theAnnual Listing Fees to BSE.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate "Annexure-ii" togetherwith the Certificate from the auditors of the Company regarding compliance with therequirements of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to all with whosehelp cooperation and hard work the Company is able to achieve the results.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Indore SYLPH TECHNOLOGIES LIMITED
Date : 18th July 2017 CIN: L36100MP1992PLC007102
Registered Office:
ST-4 Press House Jayshri Jain Rajesh Jain
22 Press Complex A.B. Road Director Director
Indore-452008 (MP) (DIN-01824937) (DIN-01704145)