Silver Touch Technologies Ltd.
|BSE: 535031||Sector: IT|
|NSE: SILVERTUC||ISIN Code: INE625X01018|
|BSE 05:30 | 01 Jan||Silver Touch Technologies Ltd|
|NSE 00:00 | 31 Mar||103.00||
Silver Touch Technologies Ltd. (SILVERTUC) - Director Report
Company director report
SILVER TOUCH TECHNOLOGIES LIMITED
2nd Floor Saffron Building
Near Panchwati Circle Ambawadi Ahmedabad - 380 006
Your Directors have pleasure in presenting 25thAnnual Report along withthe audited Financial Statements & Board's Report for the year ended 31 st March2019.
1. FINANCIAL RESULTS:
The following are the financial highlights of theCompany for the year ended 31st March 2019.
2. REVIEW OF OPERATIONS AND FUTURE PROSPECTS:
In the financial year 2018-19 despite challenging businessenvironment your Company continued the growth momentum and attained a decent growth inrevenue and profitability. Your Company has achieved total income from business operationsof ' 20370.30 lacs during the year under review which is 24.20% Higher than that of theprevious year. The Net Profit after Tax of the Company has significantly increased to '1025.09 lacs which is 19.95% higher than the previous year. The Company is expanding itsarea of services in international markets and segments with innovative products andsoftware and allied services in order to achieve greater economies of scale improvedmargins and to gain untapped market for Company's services& products.
The Company had undergone a review of its Credit Rating and theCompany's rating has been reaffirmed as 'BWR BBB+' (pronounced as Triple B plus) whichmeans that the Company's business risk profile is 'Stable' and will be maintained over themedium term. Overall the Company has continued to enjoy the support and trust of itsclients and other stakeholders which has lead to such steady growth during this fiscalyear.
Apart from that Company has obtained CMMi Maturity Level 5Certifications. Moreover your Company is also accredited with Quality Certifications suchas ISO 9001:2008 ISO/IEC 27001 : 2013 and ISO 20000: 2011
Considering the Company's performance the Board of Directors haverecommended payment of Final dividend of ' 0.50 per equity share having face value of '10/- each i.e. 5% for the financial year ended on 31 st March 2019. This final dividendis subject to the approval of the members at the ensuing Annual General Meeting.
4. SHARE CAPITAL:
The authorized share capital of the company is ' 160000000/- dividedinto 16000000 equity shares of ' 10/- .
The Paid up capital of the Company was increased to ' 126810000/-divided into 12681000 Equity shares of ' 10/- pursuant to Exercise of 86000 ESOPsbythe eligible employees.
Company has appointed M/s Link Intime India Private Limited as theRegistrar and Transfer Agent of the Company. As on the day of Report entire holdings ofthe Members are in dematerialized form.
5. TRANSFER TO RESERVES:
During the Year Company did not have transferred any amount to theGeneral Reserves.
During the period under review the company has continued to enjoyvarious credit facilities comprising of Fund Based Limits & Non fund Based Limit fromBank of India aggregating to ' 4000 Lacs against the prime security of Book Debtsmovable and immovable property for the smooth & efficient running of the business ofthe Company. The Company has also availed credit facilities comprising of Fund Based andNon Fund Based Limit from Yes Bank aggregating to ' 1500 Lacs against the Security ofBook Debts movable Property. The Company has closed & repaid Non-Fund based limitsand Fund Based Limits to the tune of ' 155 Lacs from ICICI Bank against the immovableproperty of the company.
The Company has accepted loans from directors of the Company andobtained declarations from them under section 73 of the Companies Act 2013 and the Rulesmade thereunder. Apart from this the Company has neither accepted nor renewed any publicdeposits falling within the purview of Section 73 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014 as amended from time to time during theyear under review 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 notapplicable.
8. DETAILS OF COMPANY'S SUBSIDIARY ASSOCIATE &JOINT VENTURE
The details of Subsidiary Associate & Joint Venture are asfollows:
The company has following 3 subsidiary companies:
Silver Touch Technologies (UK) Limited
Silver Touch Technologies (UK) Limited which is wholly ownedsubsidiary of Silver Touch Technologies Ltd is a UK based private limited companyincorporated on November 19 2007 with Company No. 6431016. The registered office of thecompany is situated at Salisbury House 29 Finsbury Circus London United Kingdom EC2M5QQ. It is Web Mobile Apps and Software Development Company for Optimising OnlinePresence. It also provides E-Commerce Solutions Staffing Solutions and SAP BusinessConsulting services in United Kingdom region.
Silver Touch Technologies Inc
Silver Touch Technologies Inc a wholly owned subsidiary of SilverTouch Technologies Ltd is US based Domestic Profit Corporation incorporated on January10 2012 with Identification No. 0400463153. The registered office of the company issituated at 256-06 Hillside Ave. 1 st Floor Floral Park NY -11004. It is Web MobileApps and Software Development Company for Optimising Online Presence. It also providesE-Commerce Solutions Staffing Solutions and SAP Business Consulting services in USAregion.
Start-N-Excel is a Partnership firm which was incorporated under theProvision of Partnership Act 1932 on 24th January 2018. It consist of Two Partners i.eSilver Touch Technologies Limited and MrHimanshuChudasama. It is in the business ofproviding consultancy services to the various Start ups and on going Business. Howeverdue to sad demise of one of the Partners i.e. Mr. Himanshu Chudasama the affairs of thesaid Partnership Firm have been wound up during the period under review.
The Company has following Associates & Jvs:
Silver Touch Technologies SAS
Silver Touch Technologies SAS an associate of Silver TouchTechnologies Ltd with its 50% shareholding is a France based simplified joint stockcompany incorporated on April 112017 with Company No. 82895754800013. The registeredoffice of the company is situated at 12 Place de la Defense 92400 Courbevoie France. Itis Web Mobile Apps and Software Development Company for Optimising Online Presence. Italso provides E-Commerce Solutions Staffing Solutions and SAP Business Consultingservices in France region. Currently the business strategy and formulations are underwayand therefor no business transactions are carried out during the year under review.
Shark Identity Private Limited
Shark Identity Private Limited is a private limited companyincorporated under Companies Act 2013 on August 12016 with CIN U72900GJ2016PTC093178.The registered office of the company is situated at A-807 Wall Street II Opp OrientClub Nr. Railway Crossing Ellisbridge Ahmedabad - 380 006. It is in the business ofProduct Development i.e. SharkID which is digital business card publishing & sharingplatform. It is designed to keep the phonebook updated automatically.
Lime Software Limited
Lime Software Limited an associate of Silver Touch Technologies Ltdwith its 50 % shareholding is a UK based private limited company incorporated on December2 2013 with Company No. 8798209. The registered office of the company is situated atNorwich Accountancy Services Ltd London Street 68-72 London Street Norwich NR2 1JT. Itis in the business of offering Oracle asset management software and Oracle audit software& tools that will help managing the business more efficiently. Silver TouchTechnologies Ltd invested in Lime Software Limited in the financial year 2014-15.
Iriss Scanners Technologies Private Limited
Iriss Scanners Technologies Private Limitedis a private limited companyincorporated under Companies Act 2013 on September 20 2018 with CINU72501GJ2018PTC104222. The registered office of the company is situated at 1001 SaffronOffice Nr.Centre Point Nr. Panchwati Circle Ambawadi Ahmedabad Ahmedabad380006. It isincorporated for the purpose of Software product development. Being in the start-up stageCompany has not started any commercial development yet.
In accordance with section 129(3) of the Companies Act 2013 theCompany has prepared consolidated financial statements of the Company which forms part ofthe Annual Report. Pursuant to the provision of the section 129(3) of the Companies Act2013 a statement containing salient features of the financial statements of the Company'ssubsidiaries in form AOC- 1 is attached herewith as "Annexure - A" to thefinancial statement of the Company. The statement also provides the details of performanceand financial position of the subsidiaries Associates & Joint Venture Companies ofthe Company. The financial statement of the subsidiary companies and related informationare available for inspection by the members of the registered office of the Company from11:00 A.M. to 1:00 P.M. on all days except Sundays and public holidays up to the date ofAnnual General Meeting as required under section 136 of the Companies Act 2013. The samecan be also inspected from the website of the Company www.Silvertouch.com. The Companywill send copies thereof to the shareholders who may if required write to the Company.
9. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting thefinancial position of your Company between the end of the Financial Year and date of thisreport.
10. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual return in formMGT- 9 is provided as at Annexure-B
11. PARTICULARS OF EMPLOYEES:
A statement containing the names and other particulars of employees inaccordance with the Provision of Section 197 (12) of the Companies Act 2013 read withrule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is appended as Annexure-C to its report.
12. 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 ofDirectors pursuant to resolution passed at its meeting held on 06th April 2017 read withSpecial Resolution passed by shareholder of the company at the Extra-ordinary generalmeeting held on 27th April 2017. The Said Scheme was also ratified by the Shareholders inthe Extra Ordinary General Meeting held on 05th March 2018 pursuant to the provision ofRegulation of SEBI (Share Based Employee Benefit) Regulations 2014. The said scheme isadministered by the Nomination and Remuneration Committee (Compensation Committee) for thebenefit of the Employees of the Company.
During the Year under review the Company has granted 90000 ESOPs tothe eligible employees out of which 86000 ESOPs were exercised by the Eligible employeesduring the year and accordingly 86000 Shares were allotted to them. Other than above nomaterial change was made during the year under review and the scheme is in compliance withSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014.The disclosures as required under Regulation 14 of the said regulations have been placedon the investor relation page of the website of the company at www.silvertouch.com.
13. DETAILS ON CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:
The information on conversation of energy technology absorption andforeign exchange earnings and outgo as stipulated under section 134 of the companies act2013 read with Companies (Accounts) Rules 2014 during the year are as stated below:
Pursuant to section 134(3) (c) of the Companies Act 2013 theDirectors confirm that:
a. In the preparation of the annual accounts for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures;
b. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 312019and of the profit and loss of the Company for the same;
c. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother 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 withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
f. The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
15. DETAILS OF ADEQUACY OF INTERNAL FINANCIALCONTROLS:
The Company has an Internal Control System commensurate with the sizescale and complexity 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.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and schedule VII of the Companies Act 2013the Board of Directors of the Company has constituted a CSR Committee. The committeecomprises of various directors constituting composition of independent and executivedirector as follows. CSR Annual report is enclosed as part of this report- "Annexure-D."
Composition of Corporate Social Responsibility Committee
One Meeting of Members of CSR committee was held on 25th March 2019.
17. INDEPENDENT DIRECTORS:
The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence prescribed under theprovisions of the Companies Act 2013 read with schedules and rules issued thereunder. Thetenure of 5 Years of Two Independent Directors namely Mr. Ronak S Shah (DIN:02292044) andMrHarivadan P Thaker (DIN:02466067) is due to expire in the current year and Board hasrecommended their reappointment for further 5 Years subject to the approval of theShareholders in ensuing Annual General Meeting.Further as per the requirements of theprovisions of Schedule IV of the Companies Act 2013 read with all the applicableprovisions and rules one separate meeting of the Independent Directors was held duringthe year under review on 25th March 2019 without the attendance of non-independentDirectors.
18. RELATED PARTY TRANSACTIONS:
Related party transactions that are entered during the financial yearwere in the ordinary course of Business and on an arm's length basis. The Company had notentered into any contract/ arrangement / transactions with related parties which could beconsidered material. All related party transactions are placed before the Board ofDirectors and Audit committee for their review and approval wherever required at thebeginning of the financial year. Related party transactions as entered during thefinancial year under review were on arms-length basis and not material in nature and hencedisclosures in Form AOC-2 as required pursuant to the provisions of Companies Act 2013is not applicable.
19. NUMBER OF MEETINGS OF BOARD:
During the financial year 2018-19 Four (4) meetings of the Board ofDirectors were held on the following dates:
Intimation of the Board Meeting and committee meeting are given well inadvance and communicated to all the Directors. The agenda along with the explanatory notesare sent in advance to all the Directors. The Prescribed quorum was present for all theMeetings.
20. BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Board of Directors of your Company has various executive andnon-executive directors including independent directors who have wide and variedexperience in different disciplines of corporate functioning. Pursuant to the applicableprovisions of Section 152 the Companies Act 2013 Mr. Himanshu Jain Whole-Time Directorand Mr Vijaykumar K Shah - Whole-time Director of the company are liable to retire byrotation at the forthcoming Annual General Meeting and being eligible offers themselvesfor re-appointment at the ensuing Annual General Meeting. Due to completion of currenttenure of 3 Years as Whole-Time Director of the Company the Company is also recommendingre-appointment of Mr Himanshu Jain as the Whole-Time Director of the Company and increasein his remuneration as per the Agenda set out in the Notice of Annual General Meeting.
All the Directors of the Company have confirmed that they are notdisqualified from being appointed as Directors in terms of Section 164 of the CompaniesAct 2013
21. AUDITORS AND AUDITORS' REPORT:
Members of the Company has appointed M/s. Priyam R Shah &Associates Chartered Accountants (FRN.: 118421W) Ahmedabad as Statutory Auditors of theCompany at the 24th Annual General Meeting held on 30th August 2018 to hold the Officeas the Statutory Auditor for the period of 5 years commencing from the conclusion of 24thAnnual General Meeting till the conclusion of 29th Annual General Meeting to be held inthe calendar year 2023. Ratification of Appointment of Statutory Auditors by members is nomore required at every Annual General Meeting and hence accordingly notice of the AnnualGeneral Meeting does not contains the same.
The report of the Statutory Auditor forms part of the Annual Report.The Auditor's report does not contain any qualifications reservation or adverse remarksand are self-explanatory and thus does not require any further clarifications/comments.The statutory Auditors have not reported any incident of fraud to the Audit committee ofthe Company under review.
22. SECRETARIAL AUDITOR
The Board appointed M/s Sandip Sheth & Associates PracticingCompany Secretaries Ahmedabad to conduct Secretarial Audit for the Financial Year2018-19. The Secretarial Audit Report for the financial year ended 31st March 2019 isannexed herewith marked as Annexure E to this Report.
23. COST AUDITOR
Your Company is not engaged in any type of Production of Goods orengaged in providing of such services which requires appointment of Cost Auditors pursuantto Section 148 of the Companies Act 2013
24. INTERNAL AUDITOR
The Board appointed M/s Rajiv Ahuja & Associates CharteredAccountant Ahmedabad as the Internal Auditor of the Company for the Financial Year2018-19.
25. DETAILS OF FRAUD REPORTED BY AUDITORS:
There have been no instances of fraud reported by the Auditors underSection 143(12) of the Companies Act 2013 during the year under review.
26. PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013
The details of loans investment guarantees and securities coveredunder the provisions of section 186 of the Companies Act 2013 are provided in note no.11 12 and 17 of the financial statement.
27. INTERNAL COMPLAINTS COMMITTEE / DISCLOSUREUNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:
The Company has a policy for prevention of Sexual Harassment of womenas per the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. As per the provisions of the said Act the Company has constitutedcommittee called "Internal Complaints Committee" to ensure safe workplaceenvironment which covers all employees whether permanent contractual traineestemporary etc. During the financial year 2018-19 no complaints have been reported. TheComposition of the said committee is as follows:
1. Mrs. Shyamala Sharma- Presiding Officer/Chairperson
2. Mr. Dipesh Solanki- Member
3. Ms. Mayuri Vyas- Member
4. CS Jignesh Shah- Member
28. SIGNIFICANT MATERIAL ORDER PASSED BY THEREGULATORS:
There were no significant material orders passed by the regulators orcourts or tribunals impacting the going concern status of the Company and its operationsin future.
29. AUDIT COMMITTEE:
The Company is having Audit committee consisting of the Board ofDirectors of the Company 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 persection 177(8) of the Companies Act 2013 the Board has accepted all the recommendationsof the Audit committee during the financial year 2018-19. There were 5 Meeting of theAudit Committee were held during the year under review on 25/05/2018 24/07/2018 09/08/2018 14/11/2018 and 12/03/2019.
30. RISK MANAGEMENT POLICY:
The company has adopted the Policy for Risk Management during the yearunder review.
As per the applicable requirements of the Companies Act 2013 the riskmanagement plan of the Company is to ensure sustainable business growth with stability andto promote a pro-active approach in reporting evaluating and resolving risks associatedwith the business. In order to achieve the key objective the policy establishes astructured and disciplined approach to Risk Management in order to guide decisions onrisk related issues.
In today's challenging and competitive environment strategies formitigating inherent risks in accomplishing the growth plans of the Company are imperative.The common risks inter alia are: Regulations competition Business risk Technologyobsolescence Investments retention of talent and expansion of facilities. Business riskinter-alia further includes financial risk political risk fidelity risk legal risk.
As a matter of plan these risks are assessed and steps as appropriateare taken to mitigate the same.
31. BOARD EVALUATION:
The Companies Act 2013 states that a formal annual evaluation needs tobe made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The evaluation of all the Directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board. The Board approved theevaluation results as collated by the nomination and remuneration committee.
None of the independent directors are due for re-appointment.
32. NOMINATION AND REMUNERATION POLICY:
The Company's policy on the appointment and remuneration of Directorsand Key Managerial Personnel provides a framework based on which our human resourcesmanagement aligns their recruitment plans for the strategic growth of the Company. TheNomination and Remuneration 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:
During the year under review there were 5 (Five) meetings of theMembers of Nomination and Remuneration Committee were held on i) 13th April 2018 ii) 16thMay 2018 iii) 20.07.2018 iv) 14.11.2018 and v) 12.03.2019
33. CORPORATE GOVERNANCE:
Since the Company' securities are listed on Emerge SME Platform of NSEby virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the compliance with the corporate governance provisions as specified inregulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V are not applicable to the Company. Hence requirement withregards to compliance of Corporate Governance does not applicable to the Company.
Further the Requirement for obtaining Secretarial Audit Reportpursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 is also not applicable to your Company.
34. VIGIL MECHANISM:
Your Company has not accepted any deposits from public and not borrowedmoney from banks and public financial institutions in excess of fifty crore or more andhence requirement for establishing vigil mechanism pursuant to provisions of Section177(9) of the Companies Act 2013 is not applicable during reporting period.
35. MANAGEMENT DISCUSSION AND ANALYSIS:
Management's Discussion and Analysis Report for the year under reviewas stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") is presented in a separate sectionforming part of the Annual Report.
36. DISCLOSURE ON COMPLIANCE OF APPLICABLESECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standard asprescribed by the Institute of Company Secretaries of India.
Your Directors would like to express their sincere appreciation of theco-operation and assistance received from the shareholders financial institutionsbankers and other business constituents and various Government Organizations during theyear under review. Your Directors also wish to place on record their deep sense ofappreciation for the commitment by all officers and staff for their continued supportduring the year.