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Silverline Technologies Ltd.

BSE: 500389 Sector: IT
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Silverline Technologies Ltd. (SILVERLINE) - Director Report

Company director report

Dear Shareholders

Your Directors present herewith their Twenty-Ninth Annual Report together with theAudited Financial Statement of the Company for the year ended 31st March 2021.

1. Financial Highlights

Year Ended 2020-21 Year Ended 2019-20
Particulars Rs. In Lacs Rs. In Lacs
Total Turnover 345.20 282.30
Gross profit (i.e. Profit before interest and depreciation) (198.95) 32.22
Profit before exceptional Item and tax (198.95) 32.22
Exceptional Item
Profit after exceptional Item (before tax) PBT (198.95) 32.21
Profit after exceptional Item and tax PAT (198.95) 24.85
Earnings per share - basic and diluted Rs. (0.33) 0.04

2. Review of Performance:

During the year your Company has generated revenue of Rs. 345.20 lacs as compared to282.30 lacs in the previous financial year and has incurred loss of Rs. 198.95 lacs ascompared to profit of 24.85 lacs in the previous financial year. The management of theCompany is taking all the efforts to revive the business of the Company.

There have been significant changes in terms of the pending regulatory compliances as astep towards the revival of the Company.

Revival of the overall functioning and operations of the Company

During the year under consideration and upto the date of this report your Directorshave pleasure to inform all the stakeholders of the Company that there have been severalpositive improvements in the overall functioning of the Company.

During the last 3 years the Board of Directors of the Company had been completelyreconstituted. The Directors appointed on the Board have immense experience in the fieldof business administration and management. Further the Company has hired severalqualified Professional's including Corporate Advocates Company Secretaries ITProfessional's etc. to enable the company to run efficiently.

These professionals along with the Management of the Company had successfully completedvarious pending Compliances with Bombay Stock Exchange Registrar of Companies (Ministryof Corporate Affairs) NSDL CDSL and the Registrar and Share Transfer Agents which werepending since almost a decade.

The Management is assured that before the end of the current financial year theCompany shall take another step forward. Further the Management is taking every effort toget the shares of the Company traded at the BSE Limited which is suspended as on now.Despite of the COVID-19 Pandemic crisis the management of the Company has beencontinuously working hard to comply with all the requirements and directions of thevarious regulators.

We feel honored that our stakeholder's had shown faith and trust in the time when wefaced several formidable challenges where few of them threatened the very survival of thecompany. We have faced and conquered every unsure mountable challenge through our grit andspider instinct. At times many even doubted about the very integrity of the organization.

The Management of the Company have been working meticulously to achieve the long termpath as set in the road map towards the progress.

3. Nature of Business:

There was no change in the nature of business of the Company during the period underreview and your Company continues to operate in the same line of business.

4. Transfer to reserves

The Board does not propose to transfer any amount to the Reserve for the period underconsideration.

5. Dividend:

With a view to conserve resources for funding any future business requirements andexpansion plans and to minimize the existing accumulated losses your Directorshave not recommended any dividend for the current period.

6. Unpaid Dividend & IEPF

The Company has not transferred any amount to the Investor Education & ProtectionFund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

7. Material Changes & commitments if any affecting the financial positionof the Company

During the year there has been no instances of occurrence of any material changes orcommitments that could affect the financial position of the Company.

7.a Status on Trading at BSE

As you are aware our trading at the BSE is under suspension and this proved to bemajor hurdle in our fund raising efforts. We realized that unless we are back in thetrading of securities it would be very difficult to mobilize funds. Towards this end weheld extensive deliberations to understand all the outstanding issues which need to beaddressed to qualify for removal of suspension of trading at the BSE. The company notbeing in operation for over 9 years proved to be a major deterrent and we had to addressseveral open issues in different quarters.

We were committed to revival of the company and the lean team which worked with me dida remarkable job in progressively ensuring that each of the open issues is fully addressedand closed out. The progress on this front despite the various constraints has been verygood and I sincerely thank the team for their contribution in this area.

8. Report on performance of subsidiaries Associates and Joint ventureCompanies:

During the year under review your Company did not have any subsidiary associate andJoint Venture Company hence the requirement of providing salient features of AssociatesJoint Ventures and subsidiaries in Form AOC-01 is not applicable.

9. Directors and Key Managerial Personnel:

Mr. Ravi Subramanian is the Chairman and Executive Director of the Company and Mr. Mr.Srinivasan Sitapati Pattamadai (DIN: 06938100) is the Managing Director of the Company.

Mrs. Lucy D'Lima (DIN-07394708) Mr Ramakrishnan Padmanabhan Iyer (DIN: 00528878)and Mr. Anupam Singh Kushwah (DIN: 07083119) are the Non-Executive IndependentDirectors of the Company.

All Independent Directors have given declarations that they meet with the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and of the SEBI(Listing Obligations and Disclosure Requirements ) 2015.

None of the Non-Executive Directors had any pecuniary relationships or transactionswith the Company which may have potential conflict with the interests of the Company atlarge.

In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Ramakrishnan Padmanabhan Iyer (DIN: 00528878) who retires by rotation atthe ensuing Annual General Meeting and who does not want himself to be reappointed and hastendered his resignation. The Board is evaluating and is in search for ideal replacementof Mr. Ramakrishnan Padmanabhan Iyer.

10. Evaluation by the Independent Directors

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive director.

11. Number of Board Meetings

The details of the meeting including the dates and the details of the Directors whoattended the meeting is provided in the Corporate Governance Report which forms part ofthe Annual Report.

12. Committees of the Board:

The Board of Directors of your Company has constituted the following committees interms of the provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements ) 2015 : 1. Audit Committee 2. Nomination and RemunerationCommittee

3. Stakeholders' Relationship Committee

The details regarding composition and meetings of these committees held during the yearunder review as also the meetings of the Board of Directors are given in the CorporateGovernance Report which may be taken as forming part of this Report.

13. Board Evaluation:

Pursuant to the provisions of the Act and the Listing Regulations performanceevaluation of the Board its committees Managing Director and the Independent Directorswere carried out. The manner in which the evaluation is carried out has been explained inthe Corporate Governance Report.

14. Performance Evaluation Criteria

Separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman by the Nomination and Remuneration committee as per the structuredmechanism who were evaluated on following parameters / criteria:

Participation and contribution by a director

Commitment (including guidance provided to senior management outside of Board /Committee meetings)

Effective deployment of knowledge and expertise

Effective management of relationship with stakeholders Integrity and maintenance ofconfidentiality Independence of behaviour and judgment Observance of Code of Conductand Impact and influence

15. Policy on Nomination and Remuneration of Directors KMPs and other employees:

In terms of sub-section 3 of Section 178 and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) 2015 of the Companies Act 2013 the Nomination andRemuneration Committee of the Company has laid down a policy on the selection andappointment of Directors and the Senior Management of the Company and their remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters.

16. Extract of Annual Return:

The extract of the Annual Return as provided under sub-section (3) of Section 92 of the

Companies Act 2013 in prescribed format is attached as "Annexure A"to this Report.

Further the same is placed on the website of the Company:

17. Risk Management:

The details of the risk management framework adopted and implemented by the Company aregiven in the Corporate Governance Report which may be taken as forming part of thisReport.

18. Adequacy of Internal Controls with reference to Financial Statements:

Internal Audit plays a key role in providing an assurance to the Board of Directorswith respect to the Company having adequate Internal Financial Control Systems. TheInternal Financial Control systems provide among other things reasonable assurance ofrecording the transactions of its operations in all material respects and of providingprotection against significant misuse or loss of Company's assets.

19. Vigil Mechanism:

The Company has established a vigil mechanism to enable directors and employees toreport genuine concerns and grievances about any incident of violation / potentialviolation of law or the Code of Conduct laid down by the Company. The mechanism lays downthe overall framework and guidelines for reporting genuine concerns. The details of thismechanism are given in the Corporate Governance Report which may be taken as forming partof this Report. These are also posted on the website of the Company.

20. Green Initiatives

Pursuant to Sections 101 and 136 of the Companies Act 2013 the Company will besending Annual Report through electronic mode i.e. email to all the shareholders who haveregistered their email addresses with the Company or with the Depository to receive AnnualReport through electronic mode and initiated steps to reduce consumption of paper.

21. Human Resources

Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Polices and Systems. The

Company maintains healthy cordial and harmonious relations with all personnel andthereby enhancing the contributory value of the Human Resources.

22. Environment and Safety

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental Regulations and preservation ofnatural resources. There was no major accident during the year.

23. Particulars of loans guarantees and investments:

During the year under review your Company has not given any loan or provided anySecurity or Guarantee. Further your Company has not made any investment in the Securitiesof the any other body corporate as defined under Section 186 of the Companies Act 2013.

24. Transactions with related parties:

The Company has not entered into any transactions/contracts/arrangements referred to inSection 188(1) of Companies Act 2013 with related party(ies) as defined under theprovisions of Section 2(76) of the Companies Act 2013 during the financial year underreview.

25. Directors' Responsibility Statement:

Pursuant to the requirements under 134(3)(c) of the Companies Act 2013 with respect to

Directors' Responsibility Statement it is hereby confirmed:

1. that in the preparation of the annual accounts for the year ended 31st March 2021the applicable accounting standards had been followed along with proper explanationrelating to material departures;

2. that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2021and of the profit of the Company for the year ended as on that date;

3. that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

4. that the directors had prepared the annual accounts for the financial year ended31st March 2021 on a ‘going concern' basis.

5. that the directors had laid down internal financial controls to be followed by the

Company and that such internal financial controls are adequate and operatingeffectively; 6. that the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

26. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 SEBI (Listing Obligations and Disclosure Requirements) 2015 of theis given separately which may be taken as forming part as "Annexure B" tothis Report.

27. Report on Corporate Governance:

A report on Corporate Governance as stipulated under Regulation 17 SEBI (ListingObligations and Disclosure Requirements ) 2015 forms part of the Annual Report and aCertificate from the Auditors of the Company confirming compliance with the provisions ofCorporate Governance is attached "Annexure C" to this Report.

28. Statutory Auditors:

M/s JMT & Associates. Chartered Accountants Mumbai (FRN: 104167W) the StatutoryAuditors of the Company who holds office until the conclusion of the ensuing AnnualGeneral Meeting have accorded their consent to be re-appointed as the Statutory Auditor ofthe Company for the year ended 31st March 2022. Necessary resolution for thereappointment of the Statutory Auditor forms part of the Notice of the meeting.

M/s JMT & Associates have submitted the certificate to the Company to the effectthat they are eligible to be appointed as the Statutory Auditors of the Company asrequired under Section 143 of the Companies Act 2013. Accordingly the Board of Directorsof the Company upon the recommendation of the Audit Committee seek your approval for theappointment of JMT & Associates as the Statutory Auditor of the Company for the yearended 31st March 2022.

29. Observations of Statutory Auditors for the year ended 31st March 2021:

Brief Observations Management Reply
According to the information and explanations given to us and the records of the company examined by us the Company has made provisions for undisputed statutory dues. However there are disputed income tax liabilities and the company has made representations and applications with the concerned authorities and where required legal representations are made for adjudication of the said matter .The dispute is at different levels and the management is taking all the necessary steps to protect the interest of the company. The observation of the Statutory Auditor is self explanatory and does not require any further clarification for the same.

30. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed R & J CO Practicing Company Secretary Mr. Ritesh M. Sharma (Partner)Company Secretary in Practice to undertake the secretarial audit of the Company. TheSecretarial Audit Report given by the Secretarial Auditor is attached as

"Annexure D" to this Report.

31. Observations of Secretarial Auditors for the year ended 31st March 2021 andManagement Reply:

The Observations of Secretarial Auditor of the company for the year ended March 312021 have been mentioned in Secretarial auditor report and Annexure marked as annexure-1to the above mentioned report.

32. Reporting of Frauds by Statutory Auditors under Section 143(12)

There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143(12) of the Act read with Companies (Accounts) Rules 2014.

33. Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis not required to maintain Cost Records under said Rules.

34. Deposits:

During the year under review your Company has not accepted or invited any depositsfrom public within the meaning of Chapter V of the Companies Act 2013 and applicablerules made thereunder or any amendment or re-enactment thereof.

35. Particulars of remuneration to employees etc.:

The particulars of remuneration to directors and employees and other relatedinformation required to be disclosed under Section 197 (12) of the Companies Act 2013 andthe Rules made thereunder are given in "Annexure E" to this Report.

36. Particulars regarding Conservation of Energy Technology Absorption and Foreign

Exchange Earnings and Outgo:

(a) Conservation of Energy Technology Absorption:

1. Steps taken or impact on conservation of energy:

All the manufacturing facilities continued their efforts to reduce the specific energyconsumption. Specific and total energy consumption is tracked at individual factory/blocklevel and also at consolidated manufacturing level. Apart from regular practices andmeasures for energy conservation many new initiatives were driven across the units. Someof them are mentioned below

Use of natural Lightning and natural ventilation

LED Lights in office in place of CFL in offices

Encouraging Go Green Initiatives

2. The steps taken by the company for utilizing alternate sources of energy:

The manufacturing units continue to put in effort to reduce specific energyconsumption. The Company is evaluating other sources of energy.

3. Capital investment on energy conservation equipments: N.A

(b) Technology Absorption

Efforts made towards technology absorption adaptation and innovation and benefitsderived as a result of the above efforts e.g. product improvement cost reduction productdevelopment import substitution etc The Company is in Process of Developing the ways fortechnology absorption adaptation and innovation.

In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) : N.A

Expenditure Incurred on Research and Development : N.A

(c) Foreign Exchange Earnings and Outgo:

The Information on foreign exchange earned in terms of actual inflows during the yearand the foreign exchange outgo during the year in terms of actual outflows is furnished inthe Notes to Accounts.

37. Disclosure regarding Internal Complaints Committee

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

The Company had constituted a committee called as Internal Complain Committee forprevention and prohibition of Sexual Harassment of woman at workplace and complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 [14 of2013].

During the year Company has not received any complaints pertaining to any kind ofharassment at the work place.

38. Significant and material orders passed by the Regulators etc.:

There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact on the going concern status of the Company and its futureoperations.

39. Secretarial Standards of ICSI

The Central Government has given approval on April 10 2015 to the SecretarialStandards specified by the Institute of Company Secretary of India the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) cameinto effect from 1 July 2015. The Company is in compliance with the same.


Your Directors take this opportunity to express their appreciation to the InvestorsBanks Financial Institutions Clients Vendors Central and State Governments and otherRegulatory Authorities for their assistance continued support co-operation and guidance.

For and on behalf of the Board of Directors
For Silverline Technologies Limited
Srinivasan Pattamadai
Place: Mumbai Managing Director
DIN: 06938100
Date: 23rd October' 2021