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Sylph Technologies Ltd.

BSE: 511447 Sector: Others
NSE: N.A. ISIN Code: INE706F01013
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52-Week high 6.19
52-Week low 2.59
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
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Sell Price 6.00
Sell Qty 56.00
OPEN 6.00
CLOSE 6.00
VOLUME 1
52-Week high 6.19
52-Week low 2.59
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.00
Sell Qty 56.00

Sylph Technologies Ltd. (SYLPHTECHNO) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 24th Annual Report togetherwith the Audited Accounts of the Company for the Year ended March 31 2016.

Financial summary:

Particulars March 31 2016 March 31 2015
Income From Operations
Revenue from sale of goods 45024000 2380990
Revenue from sale of Services 890000 1696000
Other Income 2782272 1543994
Total Revenue From Operations 48696272 5620984
Profit before depreciation & taxation 427337 438378
Less: Depreciation 279780 302379
Profit before taxation 147557 135999
Less: Tax Expense
Tax expense for current year (MAT) 28118 26041
Mat credit entitlement (28118) (26041)
Deferred Tax 3477 (3654)
Profit after taxation 144080 139653
Add: Balance brought forward from previous year (14969651) (15109304)
Add: Reversal of outstanding expenses 312642 -
Surplus available for appropriation (14512929) (14969651)
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 (14512929) (14969651)

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

Smt. Jayshri Jain (Din-01824937) Director of the company is liable to retire byrotation and shall retire in the forthcoming AGM and being eligible offer herself for reappointment. The Board of Directors recommends Smt. Jayshri Jain for re-appointment asdirector of the company.

During the year the Board appointed Ms. Prachi Jain as the Company Secretary KMP andCompliance Officer of the Company. The appointment was effective from 2nd February 2016.Due to unavoidable circumstances Ms. Prachi Jain Company Secretary KMP and ComplianceOfficer of the Company resigned from the services of the Company. The resignation waseffective from 28th April 2016.

Details of all Directors are 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 9 (Nine) 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 ofthe profit or loss 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 ofCompanies 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 subsidiary included inthe 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)Regulations2015 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 theappointment of M/s M.S. Dahiya & Co. Chartered Accountants as statutory auditors ofthe company is placed for ratification by shareholders at the ensuing annual generalmeeting .

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 D.P Yadav (M. No.A36395) Company Secretary in practice (C.P. No. 13717) toundertake the Secretarial Audit of the Company for the financial Year 2015-2016. TheSecretarial Audit report for the Financial Year ended 31st March 2016 isannexed 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 the Company has obtainedsecretarial audit report.

BOARD EXPLANATION

Management is searching for suitable candidate for the post of CEO and CFO. Further thecompany is under process to appoint company secretary beside that the secretarial auditreport is self explanatory and hence do not call for any further comments.

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 AFFAIRES

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 has acquired rights for the Publication of a 25 year old Newspaper. Duringthe year Company has engaged in Distribution and sale of newspaper trading of solar powerplant and Job work related to Software business.

Previous Year the company has launched BPO Service & KPO Service website:www.bfxindia.com. KPO will provide services in the field of Accounting Income taxService Tax VAT CST Custom Duty and other duties and taxes Auditing CorporateServices Company law matters Financial & Legal Consultancy and Tax Management. BFX'sBusiness Exchange division is facilitating the Business exchange opportunities like buy& sale of business private equity Barter of goods & services finding investment& finance opportunities.

BFX India provide definite solution for Corporate Debt restructuring and can also helpin raising Debt Loan Shares capital and equity for all of your business and corporaterequirements in all possible forms and ways.

BFX' India's Business Exchange division is facilitating the Business exchangeopportunities like buy & sale of business private equity Barter of goods &services finding investment & finance opportunities.

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

SUSPENSION IN TRADING OF COMPANY SHARES :

Your company had been suspended with effect from August 27 2015 vide order passed onAugust 24 2015 by the Managing Director and Chief Executive Officer of BSE on the Basisof SEBI Criteria regarding weak financials preferential issue associated with price of theSecurity increasing with the very low volumes during 1 year peried of lock in and hugerise in volumes affer expiring of lock in period and exit of preferential allottees etc.The company had made representation against suspension in trading on August 25 2015 andinformed the stock exchange the company does not fall in any of the criteria mentioned inthe said letter. The BSE has not replied to the company's queries till today.

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 companies act 2013 read with rule 5 (2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of employees of theCompany are not applicable to company as no employee of company is in receipt ofremuneration exceeding 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 & on Behalf of Board of Directors
Sylph Technologies Limited
CIN: L36100MP1992PLC007102
Place : Indore
Date : 16th August 2016
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

ANNEXURE INDEX

Annexure Content
i Details of Directors seeking appointment and/or re-appointment
ii. Corporate Governance & Management Discussion & Analysis Report
iii. AOC -1 Details of subsidiary companies
iv. Secretarial Audit Report
v. AOC 2 - Related Party Transactions disclosure
vi. Annual Return Extracts in MGT 9

Annexure-"i"

Details of directors seeking appointment/ re-appointment at the annual general meetingas stipulated under under regulation 36(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulatons 2015 with the stock exchanges are provided herein below.

Name of Director Mr. Devendra M Chelawat Mr. Vineet Shrivastav Ms. Jayshri Jain Mr. Rajesh Jain
DIN 06894710 00838244 01824937 01704145
Age 54 Years 59 Years 50 Years 54 years
Qualification Chartered accontant B.E. MA in fine arts Chartered Accoutant
Expertise in Specific Area Finance Marketing Administration Finance
Date of first Appointment on the Board of the Company 01/07/2015 14/03/2008 30/01/2015 14/05/1992
Shareholding in Sylph Technologies Limited Nil Nil 392125 shares 1449400
List of Directorship held in other companies (1) . Nextor Edutech Private Limited (2) . Sylph Education Solutions Limited (1) . Vineet Industrial Sales Promoters Pvt Ltd (2) . Sakshi Powertech Private Limited (3) . Sylph Education Solutions Limited (4) . Saksham Publishers And Printers Limited (1) . Sylph Education Solutions Limited (2) . Sakshi Powertech Private Limited (3) . Sakshi Multitrade Private Limited (4) . Saksham Publishers And Printers Limited (1) . Sylph Education Solutions Limited (2) . Sakshi Powertech Private Limited (3) . Sakshi Multitrade Private Limited (4) . Saksham Publishers And Printers Limited
Membership / Chairmanships of Audit and stake holders relationship committees Chairmanship -1 Membership-3 Chairmanship-2 Membership-1 Chairmanship--1 Membership-1 Membership-3
Relationships between directors inter-se NIL NIL Smt. Jayshri jain is wife of Mr. Rajesh jain one of the Director of the Company Mr. Rajesh Jain is husband of Smt. Jayshri jain one of the director of the company

 

For & on Behalf of Board of Directors
Place : Indore Sylph Technologies Limited
Date : 16th August 2016 CIN-L36100MP1992PLC007102
Registered Office: Jayshri Jain Rajesh Jain
ST-4 Press House Director Director
22 Press Complex A.B. Road Indore-452008 (MP) DIN-01824937 DIN-01704145