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Silver Touch Technologies Ltd.

BSE: 535031 Sector: IT
NSE: SILVERTUC ISIN Code: INE625X01018
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Silver Touch Technologies Ltd. (SILVERTUC) - Director Report

Company director report

To

The Members

Silver Touch Technologies Limited

2nd Floor Saffron Building

Near Panchwati Circle Ambawadi

Ahmedabad - 380 006

Your Directors have pleasure in presenting 27thAnnual Report along with theaudited Financial Statements & Board's Report for the year ended 31st March 2021.

1. FINANCIAL RESULTS

The following are the financial highlights of the Company for the year ended 31stMarch 2021.

(Rs. In Lacs)

Particulars STANDALONE CONSOLIDATED
2020-21 2019-20 2020-21 2019-20
Revenue from Business Operations (Net of Service Tax/GST) 14016.53 17936.50 15222.02 18989.40
Other Income 95.14 92.36 96.79 95.59
Total Expenses (Excluding Depreciation & Finance Cost) 14407.17 16587.03 14806.58 17666.72
Profit/Loss before Dep. Finance Cost & Tax 13610.51 1441.83 512.23 1418.27
Less : Finance Cost (153.27) (200.75) (157.30) (202.01)
Less: Depreciation (245.06) (436.42) (246.80) (438.71)
Profit Before Tax 102.83 804.66 108.13 777.55
Less :Total Tax Expense (9.21) (251.25) (9.22) (251.26)
Profit After Tax/Net Profit 93.62 553.41 98.92 526.28

2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations 2015 a Cash FlowStatement forms part of Annual Report and also the Company has also consolidated itsAccounts with Subsidiary Associates and Joint Venture Companies viz Silver TouchTechnologies (UK) Ltd Silver Touch Technologies Inc. Shark Identity Private LimitedIriss Scanners Technologies Pvt Ltd.

3. COVID-19

The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. Global solutions are needed to overcome the challenges - businesses & businessmodels have transformed to create a new work order. Due to nationwide lock downs andsubsequent restrictions have adversely impacted the business of the Company.

One of the largest contributing business of Silver Touch i.e IGR Scanning Project andRC Printing was completely closed and that has caused decrease in the Revenue of theCompany. Many projects are delayed due to COVID-19 as customer's key decision makers gotinfection as well as employees could not work due to infection. There was huge projectmanagement delays because of COVID-19 related emergency in major projects and which hasdelayed our revenue recognition and impact on turnover and profits of the company.

However The Management is of the view that it is short term effect and demand for theServices provided by Silver Touch shall bounce back rapidly as soon as the things returnsto normal.

4. REVIEW OF OPERATIONS AND FUTURE PROSPECTS

In the financial year 2020-21 Covid19 pandemic and subsequent lock down has resultedin decrease in the revenue and profitability Your Company has achieved total income frombusiness operations of Rs. 14016.53 lacs during the year under review which is 21%lowerthan that of the previous year. The Net Profit after Tax of the Company has also decreasedto Rs. 93.62 Lacs from Rs553.41 lacs as compared to previous year.

The Company had undergone a review of its Credit Rating and the Company's rating hasbeen decreased to reaffirmed as 'IVR BBB' from 'IVR BBB+' which means that the UnderCreditWatch with Developing Implication which is majorly due to Covid-19.

Apart from that Company has obtained CMMi Maturity Level 5 Certifications. Moreoveryour Company is also accredited with Quality Certifications such as ISO 9001:2008 ISO/IEC27001: 2013 and ISO 20000: 2011

Silver Touch is full service IT services company and manpower constitutes majorcontribution in business. Hiring skilled manpower and serving customer is the key servicesprovided by Silver Touch. Our transformation strategy evolves around following majorfactors which is critical for our business

i. Manpower - hiring skilled manpower and keeping them at central place physical wasbig challenge for us during pandemic we have seen paradigm shift in the strategy. We havestarted hiring from all over India and providing secure work from home solution with ourprivate cloud. It has improved our efficiency in hiring and cost of hiring has comesignificantly low on the other hand our infrastructure cost and requirement of physicaloffices have been reduced significantly. We see major change in our transformation towardsnext journey.

ii. Performance Measurement: This has been very critical in terms of predicting therevenue and profits. Increase in efficiency and timely delivery of services will result inhigher revenue and more profits. We have implemented real time performance measurement MISreporting system which empowers all business head and managers to take right decision ontime. Real time project and resource monitoring has helped us improve the efficiency andpredict any delivery delays.

iii. Technology Offering: We have been constantly upgrading our technology servicesoffering and internal capability. Digital is the new transformation in IT and we haveseen almost 40% increase in customer demand around Digital Transformation technology.AI/ML cloud RPA are some of the Digital technology we have embraced during pandemic andwe are going to see big change in revenue and profits in coming years.

iv. Vertical Offerings: We have been traditionally IT Service Company mostly agnosticto business vertical. Over the years we have seen Vertical offerings can generate morerevenue consistently and it has potential to grow very rapidly. We have created portfolioof services in Pharmaceuticals / Life science and online retail industry. In the currentpost pandemic situation we have seen major demands in this sectors and will be reapingbenefits in coming years.

5. DIVIDEND

The Board of Directors have recommended Final dividend of Rs. 0.50 per equity sharehaving face value of Rs. 10/- each i.e. 5% for the financial year ended on 31st March2021 subject to the approval of Shareholders in ensuing Annual General Meeting.

6. SHARE CAPITAL

The authorized share capital of the company is Rs. 160000000/- divided into16000000 equity shares of Rs. 10/-

The Paid up capital of the Company is Rs. 126810000/- divided into 12681000Equity shares of Rs. 10/-

Company has appointed M/s Link Intime India Private Limited as the Registrar andTransfer Agent of the Company. As on the day of Report entire holdings of the Members arein dematerialized form.

7. TRANSFER TO RESERVES:

During the Year Company has not transferred any amount to the General Reserves.

8. FINANCE

During the period under review the company has continued to enjoy various creditfacilities comprising of Fund Based Limits & Non fund Based Limit from Bank of Indiaaggregating to Rs. 4000 Lacs against the prime security of Book Debts movable andimmovable property for the smooth & efficient running of the business of the Company.The Company has also availed credit facilities comprising of Fund Based and Non Fund BasedLimit from Yes Bank aggregating to Rs. 1500 Lacs against the Security of Book Debtsmovable Property.

9. DEPOSITS

The Company has accepted loans from directors and outstanding loan amount as on31.03.2021 as well as maximum outstanding is as below. Further all the requireddeclarations has also been obtained from them under section 73 of the Companies Act 2013and the Rules made thereunder.

Name Amount outstanding as on 31.03.2021(In Rs) Maximum Amount outstanding during the year (In Rs)
Vipul Thakkar 54046 9192226
Jignesh Patel 691228 2566948
Minesh Doshi 138829 239750
Palak Shah 1931402 2200000

Apart from this the Company has neither accepted nor renewed any public depositsfalling within the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 as amended from time to time during the year underreview and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts)Rules 2014 relating to deposits covered under Chapter V of the Act is not required to begiven.

10. DETAILS OF COMPANY'S SUBSIDIARY ASSOCIATE & JOINT VENTURE

The details of Subsidiary Associate & Joint Venture are as follows:

Subsidiary

The company has following 2 subsidiary companies:

Silver Touch Technologies (UK) Limited

Silver Touch Technologies (UK) Limited which is wholly owned subsidiary of SilverTouch Technologies Ltd is a UK based private limited company incorporated on November 192007 with Company No. 6431016. It is Web Mobile Apps and Software Development Company forOptimizing Online Presence. It also provides E-Commerce Solutions Staffing Solutions andSAP Business Consulting services in United Kingdom region.

Silver Touch Technologies Inc

Silver Touch Technologies Inc a wholly owned subsidiary of Silver Touch TechnologiesLtd is US based Domestic Profit Corporation incorporated on January 10 2012 withIdentification No. 0400463153. The registered office of the company is situated at 256-06Hillside Ave. 1st Floor Floral Park NY -11004. It is Web Mobile Apps and SoftwareDevelopment Company for Optimizing Online Presence. It also provides E-Commerce SolutionsStaffing Solutions and SAP Business Consulting services in USA region.

Associates& JVs

The Company has following Associates &Jvs:

Silver Touch Technologies SAS

Silver Touch Technologies SAS an associate of Silver Touch Technologies Ltd with its50% shareholding is a France based simplified joint stock company incorporated on April112017 with Company No. 82895754800013. The registered office of the company is situatedat 12 Place de la Defense 92400 Courbevoie France. It is Web Mobile Apps and SoftwareDevelopment Company for Optimizing Online Presence. It also provides E-Commerce SolutionsStaffing Solutions and SAP Business Consulting services in France region. Currently thebusiness strategy and formulations are underway and therefore no business transactions arecarried out during the year under review and it has been put to sleep mode.

Shark Identity Private Limited

Shark Identity Private Limited is a private limited company incorporated underCompanies Act 2013 on August 1 2016 with CIN U72900GJ2016PTC093178. The registeredoffice of the company is situated at A-807 Wall Street II Opp Orient Club Nr. RailwayCrossing Ellisbridge Ahmedabad - 380 006. It is in the business of Product Developmenti.e. SharkID which is digital business card publishing & sharing platform. It isdesigned to keep the phonebook updated automatically.

Lime Software Limited

Lime Software Limited an associate of Silver Touch Technologies Ltd with its 50 %shareholding is a UK based private limited company incorporated on December 2 2013 withCompany No. 8798209. The registered office of the company is situated at NorwichAccountancy Services Ltd London Street 68-72 London Street Norwich NR2 1JT. It is inthe business of offering Oracle asset management software and Oracle audit software &tools that will help managing the business more efficiently.

Iriss Scanners Technologies Private Limited

Iriss Scanners Technologies Private Limitedis a private limited company incorporatedunder Companies Act 2013 on September 20 2018 with CIN U72501GJ2018PTC104222. Theregistered office of the company is situated at 1001 Saffron Office Nr.Centre Point Nr.Panchwati Circle Ambawadi Ahmedabad Ahmedabad380006. It is incorporated for the purposeof Software product development. Being in the start-up stage Company has not started anycommercial development yet.

In accordance with section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company which forms part of the Annual Report.Pursuant to the provision of the section 1 29(3) of the Companies Act 201 3 a statementcontaining salient features of the financial statements of the Company's subsidiaries inform AOC-1 is attached herewith as "Annexure - A" to the financial statement ofthe Company. The statement also provides the details of performance and financial positionof the subsidiaries Associates & Joint Venture Companies of the Company.

The financial statement of the subsidiary companies and related information areavailable for inspection by the members of the registered office of the Company from 11:00A.M. to 1:00 P.M. on all days except Sundays and public holidays up to the date of AnnualGeneral Meeting as required under section 136 of the Companies Act 2013. The same can bealso inspected from the website of the Company www.Silvertouch.com. The Company will sendcopies thereof to the shareholders who may if required write to the Company.

11. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position ofyour Company between the end of the Financial Year and date of this report.

12. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Company's website on https://www.silvertouch.com/wp-content/uploads/investors-files/MGT-7_compressed_154.pdf

13. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance withthe Provision of Section 197 (12) of the Companies Act 2013 read with rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas "Annexure-B" to its report.

14. EMPLOYEE STOCK OPTION SCHEME

Your Company approved formulation of Employee Stock Option Plan ('ESOP') viz."Silver Touch ESOP-2017". The scheme was adopted by the Board of Directorspursuant to resolution passed at its meeting held on 06th April 2017 read with SpecialResolution passed by shareholder of the company at the Extra-ordinary general meeting heldon 27th April 2017. The Said Scheme was also ratified by the Shareholders in the ExtraOrdinary General Meeting held on 05th March 2018 pursuant to the provision of Regulationof SEBI (Share Based Employee Benefit) Regulations 2014. The said scheme is administeredby the Nomination and Remuneration Committee (Compensation Committee) for the benefit ofthe Employees of the Company. No new options were granted and/or exercised under thisscheme during the year under review.

Other than above no material change was made during the year under review and thescheme is in compliance with Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014. The disclosures as required under Regulation 14 of the saidregulations have been placed on the investor relation page of the website of the companyat www.silvertouch.com.

15. DETAILS ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS& OUTGO

The information on conversation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under section 134 of the companies act 2013 read withCompanies (Accounts) Rules 2014 during the year are as stated below:

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy The activities carried out by the Company during the year under review are not power intensive and the cost of the energy is insignificant. Further the Company is not carrying out any manufacturing activities. However as measure of power conservation the company has initiated installing LED based electric utilities and instruments which conserve power.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment
(B) Technology absorption
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) The Company has not imported any technology during the year under review.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) the expenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and The foreign exchange inflows during the year under review amounted to Rs. 1591.92 Lacs
The Foreign Exchange outgo during the year in terms of actual outflows. The foreign exchange outflows during the year under review amounted to Rs. 23.77 Lacs

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(3) (c) of the Companies Act 2013 the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 312021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profitand loss of the Company for the same;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a 'going concern' basis; and

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

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

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of Internal Audit is well defined in theorganization. The Internal Audit Report is regularly placed before the Audit Committee ofthe Board. The Management monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of Internal Auditors process ownersundertake corrective action in their respective areas and thereby strengthening thecontrols continuously. Significant audit observations if any and corrective actionssuggested and taken are presented to the Audit Committee of the Board.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and schedule VII of the Companies Act 2013 the Board ofDirectors of the Company has constituted a CSR Committee. The committee comprises ofvarious directors constituting composition of independent and executive director asfollows. CSR Annual report is enclosed as part of this report- "Annexure-C."

Composition of Corporate Social Responsibility Committee

Name Designation
Mr. Vipul Thakkar Committee Chairman & CMD
Mr. Jignesh Patel Member & WTD
Mr. Harivadan Thaker Member & ID

One Meeting of Members of CSR Committee was held on 13th March 2021 with apresence of all the Members.

19. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence prescribed under the provisions of theCompanies Act 2013 read with schedules and rules issued thereunder. One separate meetingof the Independent Directors was held during the year under review on 13thMarch 2021without the attendance of non-independent Directors.

Pursuant to Ministry of Corporate affair's four new rules as on 22nd October 2019namely Data Bank Notification relating to IICA Companies (Accounts) Amendments Rules2019 Companies (Creation and Maintenance of Databank of Independent Directors) Rules2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules2019 all the existing Independent Directors have registered themselves with IndianInstitute of Corporate Affairs within prescribed time period.

20. RELATED PARTY TRANSACTIONS

Related party transactions that are entered during the financial year were in theordinary course of Business and on an arm's length basis. The Company had not entered intoany contract/ arrangement / transactions with related parties which could be consideredmaterial. All related party transactions are placed before the Board of Directors andAudit committee for their review and approval wherever required at the beginning of thefinancial year. Related party transactions as entered during the financial year underreview were on arms-length basis and not material in nature and hence disclosures in FormAOC-2 as required pursuant to the provisions of Companies Act 2013 is not applicable.

21. NUMBER OF MEETINGS OF BOARD

During the financial year 2020-21 Four (4) meetings of the Board of Directors wereheld on the following dates:

Sr. No. Date of Board Meeting Total No of Directors as on date of meeting Total no of Directors present as on date of Meeting
1/2020-21 30.06.2020 8 6
2/2020-21 02.09.2020 8 8
3/2020-21 13.11.2020 8 4
4/2020-21 12.03.2021 8 6

Intimation of the Board Meeting and committee meeting are given well in advance andcommunicated to all the Directors. The agenda along with the explanatory notes are sent inadvance to all the Directors. The Prescribed quorum was present for all the Meetings.

22. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company has various executive and non-executivedirectors including independent directors who have wide and varied experience in differentdisciplines of corporate functioning. Pursuant to the applicable provisions of Section 152the Companies Act 2013 Mr. Vipul Thakkar Managing Director and Mr. Palak Shah -Whole-time Director of the company are liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible offers themselves for re-appointment at theensuing Annual General Meeting.

Mr Vijaykumar K Shah had resigned from the post of Whole-Time Director of the Companyw.e.f 01st April 2020.

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164 of the Companies Act 2013

Mr Palak Shah is who is whole-time Director of the Company is also serving as the CFOof the Company.

Mr Dipesh Solanki has been serving as the Company Secretary and Compliance officer ofthe Company since 5th October 2017.

23. AUDITORS AND AUDITORS' REPORT

Members of the Company has appointed M/s. Priyam R Shah & Associates CharteredAccountants (FRN.: 118421W) Ahmedabad as Statutory Auditors of the Company at the 24thAnnual General Meeting held on 30th August 2018 to hold the Office as the StatutoryAuditor for the period of 5 years commencing from the conclusion of 24thAnnual GeneralMeeting till the conclusion of 29th Annual General Meeting to be held in the calendar year2023. As per amendment ratification of appointment by members is no more required at everyAnnual General Meeting and hence accordingly notice of the Annual General Meeting does notcontain the same.

The report of the Statutory Auditor forms part of the Annual Report. The Auditor'sreport does not contain any qualifications reservation or adverse remarks and areself-explanatory and thus does not require any further clarifications/comments. Thestatutory Auditors have not reported any incident of fraud to the Audit committee of theCompany under review.

24. SECRETARIAL AUDITOR

The Board appointed M/s Sandip Sheth & Associates Practicing Company SecretariesAhmedabad to conduct Secretarial Audit for the Financial Year 2020-21. The SecretarialAudit Report for the financial year ended 31st March 2021 is annexed herewith marked as"Annexure D" to this Report.

25. COST AUDITOR

Your Company is not engaged in any type of Production of Goods or engaged in providingof such services which requires appointment of Cost Auditors pursuant to Section 148 ofthe Companies Act 2013. Further the Company is also not required to maintain cost recordsas per applicable provisions of the Companies Act 2013.

26. INTERNAL AUDITOR

The Board appointed M/s Rajiv Ahuja & Associates Chartered Accountant Ahmedabadas the Internal Auditor of the Company for the Financial Year 2020-21.

27. DETAILS OF FRAUD REPORTED BY AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013 during the year under review.

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The details of loans investment guarantees and securities covered under theprovisions of section 186 of the Companies Act 2013 are provided in note no. 11 12 and17 of the financial statement.

29. INTERNAL COMPLAINTS COMMITTEE / DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has a policy for prevention of Sexual Harassment of women as per the SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.As per the provisions of the said Act the Company has constituted committee called"Internal Complaints Committee" to ensure safe workplace environment whichcovers all employees whether permanent contractual trainees temporary etc. During thefinancial year 2020-21 no complaints have been reported. The Composition of the saidcommittee is as follows:

1. Mrs. Shyamala Sharma- Presiding Officer/Chairperson

2. Mr. Dipesh Solanki- Member

3. CS Jignesh Shah- Member

30. SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS

There were no significant material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company and its operations in future.

31. AUDIT COMMITTEE

The Company was having Audit committee consisting of the Board of Directors of theCompany viz. Mr. Ronak S Shah (Chairman of the Committee& Independent Director) Dr.Gayatri M Doctor (Member& Independent Director) and Mr. Vipul Thakkar (Member &Managing Director) the Directors of the Company. As per section 177(8) of the CompaniesAct 2013 the board has accepted all the recommendations of the Audit committee duringthe financial year

2020-21. There were 4 Meeting of the Audit Committee were held during the year underreview as follows

Sr. No. Date of Audit Committee Meeting Total No of Committee Members as on date of meeting Total no of Committee Members present as on date of Meeting
1/2020-21 30.06.2020 3 3
2/2020-21 02.09.2020 3 3
3/2020-21 13.11.2020 3 3
4/2020-21 12.03.2021 3 3

32. RISK MANAGEMENT POLICY

The company has adopted the Policy for Risk Management during the year under review.

As per the applicable requirements of the Companies Act 2013 the risk management planof the Company is to ensure sustainable business growth with stability and to promote aproactive approach in reporting evaluating and resolving risks associated with thebusiness. In order to achieve the key objective the policy establishes a structured anddisciplined approach to Risk Management in order to guide decisions on risk relatedissues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk.

As a matter of plan these risks are assessed and steps as appropriate are taken tomitigate the same.

33. BOARD EVALUATION

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board. The Board approved theevaluation results as collated by the nomination and remuneration committee. None of theindependent directors are due for re-appointment.

34. NOMINATION AND REMUNERATION POLICY

The Company's policy on the appointment and remuneration of Directors and KeyManagerial Personnel provides a framework based on which our human resources managementaligns their recruitment plans for the strategic growth of the Company. The Nomination andRemuneration policy is provided on the website of the Company.

https://www.silvertouch.com/wp-content/uploads/investors-files/Nomination-and-Remuneration-Policy-01-04_76.pdf

The Composition of Nomination and Remuneration Committee is as follows:

1. Mr Ronak Shah- Committee Chairman

2. Mr Harivadan Thaker- Member

3. Dr Gayatri Doctor- Member

4. Mr Vipul Thakkar- Member

During the year under review there were 1(one) meeting of the Members of Nomination andRemuneration Committee were held as follows:

Sr. No. Date of Audit Committee Meeting Total No of Committee Members as on date of meeting Total no of Committee Members present as on date of Meeting
1/2020-21 12.03.2021 4 4

35. CORPORATE GOVERNANCE

Since the Company' securities are listed on Emerge SME Platform of NSE by virtue ofRegulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the compliance with the corporate governance provisions as specified in regulations17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and Eof Schedule V are not applicable to the Company. Hence requirement with regards tocompliance of Corporate Governance does not applicable to the Company.

Further the requirement for obtaining Secretarial Audit Report pursuant to Regulation24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 is also notapplicable to your Company.

36. VIGIL MECHANISM

Company has in place vigil mechanism pursuant to provisions of Section 177(9) of theCompanies Act 2013.

37. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of this report and provides the Company's current working and futureoutlook.

38. DISCLOSURE ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standard as prescribed by theInstitute of Company Secretaries of India and notified by the Central Government from timeto time.

39. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from the shareholders financial institutions bankers and otherbusiness constituents and various Government Organizations during the year under review.Your Directors also wish to place on record their deep sense of appreciation for thecommitment by all officers and staff for their continued support during the year.

For and Behalf of the Board For Silver Touch Technologies Limited
Regd. Office:
2nd Floor Saffron Tower
Nr. Panchwati Circle Vipul Thakkar
Ambawadi Ahmedabad-380006 (Chairman & Managing Director)
Phone: + 91 79 4002-2770/1/2/3/4 (DIN:00169558)
Website: www.silvertouch.com
Email Id: info@silvertouch.com
Place: Ahmedabad
Date: 12/07/2021

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