Your Directors have pleasure in presenting the 36th Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2019.
The Standalone financial performance of the Company for Financial year ended 31stMarch 2019 are as follows :
| ||Financial Year ||Financial Year |
|Particulars ||2018-19 ||2017-18 |
| ||(Amount in Rs.) ||(Amount in Rs.) |
|Revenue from Operations ||- ||5838021.00 |
|Other Income ||389151.00 ||- |
|Total Revenue ||389151.00 ||5838021.00 |
|Total Expenditure ||3400924.00 ||7678796.00 |
|Profit/(Loss) before taxes ||(3011773.00) ||(1840775.00) |
|Tax Expense/(Benefits) ||- ||- |
|Profit/(Loss) after Tax ||(3011773.00) ||(1840775.00) |
|Earnings per Equity Share in Rs. ||(0.02) ||(0.01) |
DIVIDEND & RESERVE
The Board of Directors has decided not to recommend any dividend for the financial yearended 31st March. 2019.
During the year under review no amount was transferred to General Reserve.
The Company has incurred a loss of Rs. (3011773) during the financial year ended 31stMarch 2019. Your Directors are making all efforts to improve the performance of theCompany in future.
CHANGE IN NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the financial yearended 31st March 2019
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY
The Company does not have any Subsidiary/Joint Venture/Associate.
The paid up equity capital as on 31st March 2019 was Rs. 1296.80 Lakhs. During theyear under review the Company has not issued shares with differential voting rights norhas granted stock options or sweat equity.
LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on three Indian Stock Exchangesviz. National Stock Exchange (NSE) Bombay Stock Exchange (BSE) and Calcutta StockExchange (CSE). The reason for suspension of shares of the Company from trading in NSE andCSE has not been communicated and your directors are taking necessary steps for the same.
Listing fees for the financial year 2019-2020 have been paid to Stock Exchanges. TheCompany has also paid the annual custodian fees to NSDL & CDSL for the Securities ofthe Company held in dematerialized mode with them for the year 2019-2020.
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
BUSINESS RESPONSIBILITY REPORT (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/ CFD/DIL/8/2012 datedAugust 13 2012 has mandated the inclusion of BRR as part of the Annual Report for the top100 listed entities based on their market capitalization on Bombay Stock Exchange Ltd andNational Stock Exchange of India Ltd as at 31st March 2012. In view of the requirementsspecified the company is not mandated for the providing the BRR and hence do not formpart of this Report.
LOANS GUARANTEES AND INVESTMENTS
Pursuant to Section 186(11) of the Companies Act 2013 your Company being thenon-banking financial Company are exempted from disclosure in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act 2013 regarding Corporate Social Responsibilitiesare not applicable to the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Articles of Association and provisions of the Companies Act2013 Smt. Krishna Banerjee (DIN: 06997186) retire by rotation and being eligible offerherself for re-appointment. The Board recommends her re-appointment for the approval ofthe members.
Shri Taposh Kumar Mullick (DIN: 01108748) was facing time constraint due to his othercommitments and therefore he has tendered his sudden resignation from the post ofdirectorship w.e.f 23rd April 2019.
Shri Dina Bandhu Ganguly (DIN: 02007893) was facing time constraint due to his othercommitments and therefore he has tendered his sudden resignation from the post ofdirectorship w.e.f 12th February 2019.
Shri Rajendra Kumar Parewa who was on the recommendation of the Nomination andRemuneration Committee appointed as an additional director and independent director ofthe Company by the Board of Directors on 23rd April 2019 as per relevant provision ofCompanies Act 2013 and SEBI (LODR) Regulations 2015 in the above mentioned board meetingsubject to the approval of the shareholders in ensuing 36th AGM of the company.
Brief resume of Director seeking appointment/re-appointment in pursuance of Regulation36(3) of SEBI (LODR) Regulations 2015 is given in notice of 36th Annual General Meetingof the Company.
The Board recommends their appointment/re-appointment for the approval of the members.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.
Pursuant to the provisions of the Act and SEBI (LODR) Regulations 2015 the Board hascarried out an evaluation of its own performance performance of the Directors as well asthe evaluation of the working of its committee.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Directorand Non Independent Director was carried out by the Independent Directors at their meetingwithout the attendance of Non-Independent Directors and members of the management. TheDirectors were satisfied with the evaluation results.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year2018-2019 forms a part of "Report on Corporate Governance".
INTERNAL FINANCIAL CONTROL
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control system and suggests improvements to strengthen thesame. In opinion of the board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company. During the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.
NOMINATION & REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and other employees of the Company.This Policy has also laid down the criteria for determining qualifications positiveattributes independence of Director and Board diversity and criteria for evaluation ofBoard its Committee and individual Directors. The policy is stated forms a part of "Reporton Corporate Governance".
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a mechanism called "Whistle Blower Policy" for Directors andemployees to report genuine concerns or grievances. The policy is available on the websiteof the Company (www.siliconvalleyinfo.net).
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy in accordance with the provisions of the Actand SEBI (LODR) Regulations 2015 which provides a mechanism for risk assessment andmitigation.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
POLICY ON SEXUAL HARASSMENT
The Company has adopted policy on Prevention of Women at workplace in accordance withthe Sexsual Harassment of Women (Prevention Prohibition and Redressal) Act 2013. Duringthe Financial Year ended 31st March 2019 the company has not received any complaintspertaining to Sexual Harassment.
RELATED PARTIES TRANSACTION
All related party transactions that were entered into during the financial year were inthe ordinary course of the business and were on arm's length basis. Thus disclosure inForm AOC-2 is not required. Further there were no materially significant related partytransactions entered by the company with Promoters Directors Key Managerial Personnel orother persons which may have potential conflict with interest of the company. The policyon Related Party transaction as approved by Board of Directors has been uploaded on thewebsite of the Company. The web link of the same is www.siliconvalleyinfo.net
Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
During the year there are no significant and material order passed by theRegulators/Courts which would impact the going concern of the Company and its futureoperation.
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.
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 the year under review.
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.
STATUTORY AUDITOR AND AUDITORS' REPORT
M/S Deoki Bijay & Co. Chartered accountants (Firm Registration No. 313105E) willbe appointed as the statutory auditor of the company for a second term of five consecutiveyears as per section 139(2) of companies act 2013 who shall hold office from theconclusion of ensuing annual general meeting (AGM) till the conclusion of the Forty OneAGM of the company to be held in the year 2024 and to fix their remuneration.
Statutory Auditors' remarks contained in their report with the related notes toaccounts referred to by them are self explanatory.
Secretarial Audit Report in Form MR-3 following provisions of Section 204 of the Act ofM/s Ankita Goenka and Associate Practicing Company Secretaries forming part hereof as AnnexureI'. Following Regulation 24A of SEBI LODR 2015 they have also carried outSecretarial Compliance Audit for FY 2018-19. Both of said Report and Certificate are freeof qualifications reservations or adverse remarks.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an adequate system of Internal Control commensurate with its size andnature of the business. A report on the suggestions and recommendations of the InternalAuditor and their implementation is placed before the Audit Committee of the Board and theManagement.
M/s. Das & Associates Chartered Accountants performs the duties of internalauditors of the company for the year ended 31st March 2019. In order to monitor theperformance on a continuous basis.
Management has a system to review Internal Audit Reports with a view to monitoring theadequacy of internal control in place.
EXTRACT OF ANNUAL RETURN
An extract of the annual return of the Company as required by section 92(3) ofCompanies Act 2013 in Form No. MGT - 9 for the Financial Year ended 31st March 2019 isattached to this Report as Annexure II'.
There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2019 being the end of the FinancialYear of the Company to which financial statements relate and the date of the report.
FOREIGN EXCHANGE EARNING AND OUTGO
During the year under review there was no inflow/outflow of foreign exchange.
Since the Company does not own any manufacturing facility requirement regarding thedisclosure of particulars of conservation of energy and technology absorption prescribedby the rules is not applicable.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company had no employee who were in receipt of more than Rs. 1.02 crores per annumduring the year ended 31st March 2019 or of more than Rs. 8.5 Lakhs per month during anypart thereof.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of ratio of remuneration ofeach director to the median remuneration of the employees of the Company for the FinancialYear are provided in below :
The ratio of remuneration of each Director to the median employee's remuneration andsuch other details in terms of Section 197(12) of the Companies Act 2013 read with rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year -
No remuneration is paid to directors for the financial year 2018-2019.
(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year -
There has been no increase in the remuneration of the Managing Director or ChiefExecutive Officer Chief Financial Officer & Company Secretary during the year.
(iii) The percentage increase in the median remuneration of employees in the financialyear -
There is no percentage increase in the median remuneration of employees in thefinancial year.
(iv) The number of permanent employees on the rolls of Company -
The number of permanent employees on the rolls of Company is 9.
(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration -
No average percentage increase taken place in the salaries of total employees.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company-
EMPLOYER EMPLOYEE RELATIONSHIP
The Company has maintained a cordial relationship with its employees which resulted insmooth flow of business operations during the year under review.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per the Listing Regulations the Company has implemented the Code on CorporateGovernance. The Corporate Governance compliance certificate obtained from the Auditors ofthe Company is attached to Report on Corporate Governance Annexure - "III".The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (LODR) Regulations 2015 is appended as Annexure -"IV" and forms an integral part of this report. The Board members and seniormanagement personnel have confirmed compliance with the Code of conduct.
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for its Board Members and Senior Managementpersonnel. The code of conduct has also been posted on the official website of the Companywww.siliconvalleyinfo.net
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act 2013 the Company is not required totransfer any amount to Investor Protection and Education Fund as the Company has notdeclared any Dividend since its incorporation and as such there is no amount of dividendwhich was due and payable and remained unclaimed and unpaid for a period of seven years.
The Board of Directors of the Company hereby confirms that your Company has compliedwith the applicable Secretarial Standards issued by The Institute of Company Secretariesof India.
Your Directors acknowledge the support and owe a debt of gratitude to the MembersInvestors Consultants & Bankers. Your Directors' also place on record their sense ofappreciation for the valuable contribution made by the employees of the Company.
| ||On behalf of the Board of Directors |
|Registered Office : ||For Silicon Valley Infotech Limited |
|10 Princep Street || || |
|2nd Floor || || |
| ||Santosh Kumar Jain ||Ramen Chatterjee |
|Kolkata - 700 072 || |
|Dated : 20th August 2019 ||DIN No. 00174235 ||DIN No. 00402873 |