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Silverline Technologies Ltd.

BSE: 500389 Sector: IT
NSE: SILVERLINE ISIN Code: INE368A01021
BSE 05:30 | 01 Jan Silverline Technologies Ltd
NSE 05:30 | 01 Jan Silverline Technologies Ltd

Silverline Technologies Ltd. (SILVERLINE) - Director Report

Company director report

Your directors have pleasure in submitting their 25th Annual Reporttogether with the audited accounts for the year ended 31st March2018

Financial Results (Consolidated)

Year Ended 01/04/2017 to 31/03/2018

Year Ended 1/4/2016to 31/03/2017

Rs. In Lacs

Rs. in Lacs

Export

220.90

60.23

Domestic Sales

0

0

Other operating income

0

0

Total Turnover

220.90

60.23

Gross profit (i.e. Profit before interest and depreciation)

34.20

1.04

Profit before exceptional Item and tax

27.35

1.04

Exceptional item –

Profit/(Loss) after exceptional Item (before tax) PBT

27.35

1.04

Profit/(Loss) after exceptional Item and tax PAT

27.35

1.04

Earnings per share - basic and diluted Rs.

.04

.01

Dividend

In view of the losses and carried over losses no dividend isrecommended by your board of directors for the financial year ended 31st March 2018.

MANAGEMENT DISCUSSION AND ANALYSIS (a) Industry structure anddevelopments:

The India n information technology playing key role in the economicdevelopment and valuable foreign exchange to the country. i ts going to play the importantrole in the growth of country GDP and standard of living of the people of India . Thelatest industry data shows the growth in the user of smart phone all over the world whichwould like to create more opportunity to the company to enter into the digitalization.

(b) Future Outlook

The India n iT/iTeS industry has emerged as a key growthengine for the economy contributing to the country's Gross Domestic Product (GDP) in lasttwenty years and also providing direct employment opportunities to the young generation.it remains one of the biggest sectors for wealth generation in the country.

(c) Strategies and Future plans

The Company is also actively examining the possibility of reducingcosts at all levels and evaluating new value added products which will have freshbusiness in domestic as well as international markets.

(d) Risks and Concerns

The Company recognises that risk is an integral and unavoidablecomponent of business and is committed to managing the risk in a proactive and effectivemanner. In this regard the Company has adopted Risk Management Mechanism which involvesthe

Process of systematically identifying all possible risk eventswhich have a potential impact on the business.

Prioritizing the identified risks by the likelihood and thepotential impact.

Managing risks by using any of the four techniques namely riskavoidance risk transfer risk sharing and risk reduction. Oversight and review of therisk management system and any changes that might affect it. Monitoring and reviewingoccurs concurrently throughout the risk management process.

Appropriate communication and consultation with internal andexternal stakeholders should occur at each stage of the risk management process as well ason the process as a whole.

KEY RISKS

Foreign Exchange Risk

Company is exposed to foreign exchange risk on account of itsexport sales to other countries. Credit Risks Company faces credit risks in case of delaysin settlement of dues by clients.

Legal Risks

The Company operates in a complex legal/regulatory environment andis governed by various laws and statutes. Hence the Company is exposed to legal riskexposure.Company has set up an experienced team of professionals and has established awell compliance management to deal with all legal requirements.

Other Risks

Apart from the risks mentioned above the Company's business isexposed to other operating risks which are mitigated through regular monitoring andcorrective action.

(e) Internal control and systems

The Company has in place a well established internal controlprocedures covering various areas. necessary checks and balances have been instituted fortimely correction.

Human resources management

Employees are your company's most valuable resource. Your Companycontinues to create a favourable environment at work place. The company also recognisesthe importance of training and consequently deputes its work force to various work relatedcourses/seminars including important areas like issues like Technical skills.

Environmental Protection Health and Safety (EHS)

EHS continues to receive the highest priority in all operationaland functional areas at all locations of your Company.

Extract of Annual Return

The extract of annual return in Form MGT – 9 has been annexedwith this report and form part of this report.

Number of Board Meetings

The details pertaining to meetings of the Board has been explainedunder Corporate Governance Report annexed to the director's report and forms part of thisreport.

Establishment of Vigil Mechanism

The Company has established a vigil mechanism for Directors andemployees to report their genuine concerns. >

Declaration by Independent Directors

The newly appointed independent directors of the Company havesubmitted a declaration that each of them meets the criteria of independence as providedin Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the ListingAgreements. Further there has been no change in the circumstances which may affect theirstatus as Independent director during the year.

Secretarial Audit and statutory Report

The Company appointed Mr. Hardik RataniPractising CompanySecretaries as Secretarial Auditors to conduct Secretarial Audit particularly withreference to compliance with Companies Act 2013 Listing Agreement and relevant SEBiRegulations for the financial year 2017-18. The report of the Secretarial Audit for thefinancial year 2017-18 in FORM MR-3 is annexed to this report and forms part of thisreport.

There are disqualifications reservations or adverse remarks ordisclaimers in the Secretarial Auditors Report which your company would like to rectifyin phase manner.

There are no disqualification reservations or adverse remarks ordisclaimers in the Auditor Report

Audit Committee

Details of Composition of Audit Committee are covered underCorporate Governance Report annexed with this report and forms part of this report.Further during this year none of the recommendations of the Audit Committee has beenrejected by the

Board. The new Audit committee constituted in place of disqualifieddirectors and assure to report independently in the best interest of the organisation.

Policy of Directors Appointment and Remuneration

Company's policy on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under section 178(3) of the Act are covered undernomination and Remuneration Policy covered under Corporate Governance Report and formspart of this report. Further information about elements of remuneration package ofindividual directors is provided in the extract of Annual Return as provided underSection92(3) of the Act prescribed form MGT-9 annexed with this report and forms part ofthis Report.

Particulars of Employees

The information required under Rule 5 of the Act and rules madethere-under in respect of employees employed throughout the year and in receipt ofremuneration of Rs. 500000 or in agreegate of Rs. 6000000 per year - nil - (PreviousYear -nil-)

Managerial Remuneration

Statistical Disclosures pursuant to Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed with thisreport and forms part of this report.

Related Party Transactions

Transactions entered with related parties have been explained inForm AOC -2 annexed with this report and forms part of this report.

Board Evaluation

The board of directors had carried out an annual evaluation of itsown performance Board committees and individual directors pursuant to the provisions ofthe Companies Act 2013 and clause 49 of the SEBi listing agreement. in the separatemeeting of the independent directors performance of non-independent directorsperformance of the board as a whole and performance of the Director was evaluated takinginto account the views of executive directors and non-executive directors. The same wasdiscussed at the next Board Meeting followed the meeting of the independent directors andthe i ndependent Directors were evaluated without the presence of the director gettingevaluated and also the performance of the Board its Committees and individual directorswere also discussed by the Board. The individual directors and the board as a whole inaccordance with the performance Evaluation Policy guidelines were evaluated mainly on thebasis of the criteria such as attendance participation contribution and the benefitsderived by the Company. The Director was evaluated on the key aspects of his role. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Performance

Evaluation policy is uploaded in the Company's website.

Disclosure as per Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplaceand has adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder. TheCompany has set up a Committee for addressing issues related to women and during thefinancial year 2017-18 there were no complaints received on sexual harassment.

Material Changes and Commitments during the year if any

There were no material changes and commitments between the end ofthe period under review and the date of this report which could have an impact on theCompany's operation in the future or its status as a "going concern".

Or Tribunals Impacting The Company NIL Significant

Listing of Shares

Your Company's Shares are traded only in Bombay Stock Exchangewhich is presently under suspended category.

Annexures to this Report

The following are the annexures to this report Director'sResponsibility Statement in Annexure 1

1. Conservation of energy technology absorption Research anddevelopment and foreign exchange earnings and outgo in Annexure 2

2. Statement containing salient features of the financial statementof associate company (FormAOC 1) in Annexure 3

3. Form AOC - 2 in Annexure 4

4. Extract of Annual Report (Form MGT-9) in Annexure 5

5. Secretarial Audit Report (Form MR-3) in Annexure 6

6. Particulars of Remuneration in Annexure 7

7. Corporate Governance Report in Annexure 8

Cautionary Note

Statements in the Directors' report and the management discussionand analysis describing the Company's objectives expectations or predictions may beforward looking within the meaning of applicable securities laws and regulations. Actualresults might differ materially from those either expressed or implied in the statement.Important factors that could influence the Company's operations include global anddomestic demand and supply conditions affecting selling prices of finished goods inputavailability and prices changes in government regulations tax laws economicdevelopments within the country and other related factors such as litigation andindustrial relations.

Appreciation

Directors of your Company record their sincere appreciation of thededication and commitment of all employees in achieving and sustaining excellence in allareas of the business. Your directors thank the Shareholders Customers SuppliersBankers and other stakeholders for their continued support during the year. Your Company'sconsistent growth has been made possible by the hard work solidarity cooperation andsupport of the management team.

On behalf of the Board

Lucy D'Lima

Director

Mumbai3rd August2018