FOR THE YEAR ENDED ON 31 MARCH 2019
To the Members
Your Directors have pleasure in presenting theirThirty FourAnnual Report together withthe Audited Statement of Accounts for the year ending 31 March 2019.
The Company's financial performance for the year under review along with previous yearfigures is given hereunder:
| ||Amt in Rs. |
|Particulars ||2018-2019 ||2017-18 |
|Total Income ||46171539 ||138797157 |
|Total Expenditure ||122913234 ||136245122 |
|Profit before exceptional items and taxation ||(76741695) ||2552035 |
|Exceptional Items || || |
|Provision for tax (including deferred tax) ||1592383 ||529217 |
|Net Profit / (Loss) ||(78334078) ||2022818 |
|Balance of profit/(loss) from previous year ||Nil ||Nil |
|Add: Transfer in terms of the Composite Scheme ||NIL ||160802 |
|Balance available for appropriation ||(78334078) ||2183620 |
|Appropriations: ||Nil ||Nil |
|Interim Dividend ||Nil ||Nil |
|Proposed Dividend ||Nil ||Nil |
|Tax on proposed dividend ||Nil ||Nil |
|Transfer to General Reserve ||Nil ||Nil |
|Balance carried to Balance Sheet || || |
Your Directors do not recommend Dividend for the year 2018-19.
MANAGEMENT DISCUSSION AND ANALYSIS
Your Directors have the pleasure in presenting the first Management Discussion andAnalysis Report for the year ended March 31 2019
Overall political stability in India will open new opportunities for various sectors ofindustries.
INDUSTRY STRUCTURE AND DEVELOPMENT
Infrastructure boost given by the new Government in the form of policy decisions willbring many opportunities to the infrastructural sector and allied sector. Your Companyalso looks forward to grab this advantage and explore new opportunities in constructionmaterial and electrical and electronics components.
OPPORTUNITIES THREATS AND RISKS
The Company is very much hopeful to grab this opportunity and perform better and betterin the years to come.
Company's ability to bag good projects will depend on the Quality of the employees thatthe Company has and as human resource is very difficult to retain the Company has threatto expand business in new areas. Further also failure of commitments and hopes from thenew Government may also affect the businesses.
The Company has currently only one segment (Viz Construction and related trades) inline with the Accounting Standard on Segment Reporting (Ind AS) accordingly; there are noseparate reportable segments.
APPOINTMENT OF INTERIM RESOLUTION PROFESSIONAL AND RESOLTION PROFESSIONAL BY NATIONALCOMPANY LAW TRIBUNAL IN MATTER OF ULTRATECH CEMENT LTD MUMBAI (PETITIONER) V/S SILVEROAKCOMMERCIALS LIMITED NASHIK (CORPORATE DEBTOR)
The NCLT (Mumbai Bench) has passed order on 01.05.2019 to appoint Interim ResolutionProfessional MrRajendraKhadelwal under section 9 of IBC Act 2016. in matter of UltratechCement Ltd Mumbai (Petitioner) V/s Silveroak Commercials Limited Nashik(Corporate Debtor)
Further NCLT has passed order on 19.08.2019 to replace the Interim ResolutionProfessional to Resolution Professional In the meeting of Creditors resolution wasapproved for replacement of IRPMrRajendraKhandelwal is replaced with Mr. AlkeshRawka asResolution Professional.
INTERNAL CONTROL SYSTEM & THEIR ADEQUACY
The company has adequate internal control system commensurate with the size. Thecommittee reviews the implementation of management policies to ensure that transaction hasbeen accurately recorded and promptly reported. Also in terms of the provisions of theCompanies Act 2013 the Company is in the process of appointing Internal Auditors for theCompany.
There is expected to be good demand for raw materials in pharmaceutical agro productand chemical sectors as massive investments have been planned by industry majors.
HUMAN RESOUCES & INDUSTRIAL RELATION
The company has harmonious relation with its employees. There is continuous emphasis ondevelopment of human resources through training. The issues with employees if any areresolved in harmonious and cordial manner.
LISTING AGREEMENTS REQUIREMENTS:
The securities of your company are listed at BSE Limited. The Company has not paidlisting fees for the year 2018-19.
WHISTLE BLOWER POLICY
The company does not have any Whistle Blower Policy as of now but no personnel arebeing denied any access to the Audit Committee.
CODE OF CONDUCT
The Board has laid down a code of conduct for all the Board Members and SeniorManagement of the company. All the Board Members and Senior Management Personnel haveaffirmed compliance with the Code on an annual basis.
A Qualified Practicing Company Secretary has carried out a secretarial audit of thetotal issued capital and listed capital. The secretarial audit report confirms that thetotal issued / paid up capital are in agreement with the total number of shares in Dematand physical form.
FORWARD LOOKING AND CAUTIONARY STATEMENTS:
The statement in the management discussion and analysis reports describing companyobjective projections estimates expectation may be "Forward lookingstatements" within meaning of applicable securities law and regulations are basedupon the information and data available with the company assumptions with regard to globaleconomic conditions the government regulations tax laws other status policies andincidental factors. The company cannot guarantee the accuracy of assumption and perceivedperformance of the company in future. Hence it is cautioned that the result may differfrom those expressed or implied in this report.
During the year your Company earned total income of Rs. 46171539/- as compared toRs 138797157/- in previous year and gained a lossbefore exceptional items ofRs.(76741695)/- as compared to Rs.2552035/- in previous year and Net Profit / (Loss)during the year (78334078)/- as compared to Rs.2022818/- in previous year.
OPERATIONS OF THE COMPANY
The business activities of the Company comprises mainly manufacturing of electricalproducts like power distribution boxes electrical panels & enclosuresetc.;fabricated sheet metal products like containers as per customer specifications;contract manufacturing job work for electrical products like capacitors; civilconstruction works of buildings etc.
As on 31 March 2019 the Company has 34numbers of employees on its roll including theExecutive Director.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance of various laws andregulations.
The internal control system is supported by the internal audit process. An InternalAuditor has been appointed for this purpose. The Audit Committee of the Board reviews theInternal Audit Report and the adequacy and effectiveness of internal controlsperiodically.
Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements" within the meaning of applicable lawsand regulations. Actual results might differ materially from those either expressed orimplied.
The annual listing fees for the year under review have not been paid to BSE Limitedwhere your Company's shares are listed.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS NOT APPLICABLE
Brief highlights of businesses of subsidiary company: NOT APPLICABLE
PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134OF THE COMPANIES ACT 2013 RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT 9 isannexed herewith as 'Annexure I' to this Report.
NUMBER OF MEETINGS OF THE BOARD:
During the year under review7Board Meetings were convened and held. The interveninggap between the Meetings was within the period prescribed under the Act.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Act in respect of Directors'Responsibility Statement your Directors state that:
a) in the preparation of the Annual Financial Statements for the year ended 31 March2019 the applicable accounting standards have been followed along with the properexplanation relating to material departures;
b) accounting policies as mentioned in Part B to the Financial Statements havebeen selected and applied consistently. Further judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31 March 2018 and of the Loss of the Company for the yearended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Annual Financial Statements have been prepared on a going concern basis;
e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS
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 theListing Regulations 2017.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company constituted a Nomination and Remuneration Committee. The Board has on therecommendation of the Nomination and Remuneration Committee framed a policy for selectionand appointment of Directors Key Managerial Personnel (KMP) and Senior ManagementPersonnel and their remuneration. The policy is annexed as Annexure II' tothis Report.
a. Statutory Auditors
M/s.Karwa Malani Karantri & Associates Chartered Accountant having RegistrationNo. 136897W Statutory Auditors are appointed as Statutory Auditors of the Company fromthe conclusion of this 34rdAnnual General Meeting (AGM) held on 2020till theconclusion of Next Annual General Meeting of the Company The requisite certificate as perSection 139 of the Act has been received by the Company about their eligibility tocontinue as Statutory Auditor of the Company.
b. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Aniruddha Dekhane Practicing Company Secretaries Pune to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithas Annexure III'.
EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDIT REPORT:
There are no qualifications reservations or adverse remarks or disclaimers made byM/s.Karwa Malani Karantri & Associates.; Chartered Accountant in their Audit report.
There are qualifications made by CS Aniruddha Dekhane Practicing Company SecretariesPune in their Secretarial Audit Report. The following is reply by the company onSecretarial Audit report
REPLIES TO THE SECRETARIAL AUDIT REPORT
1. Point No. III) Of the annexure to the Secretarial Audit Report.
The Directors have taken note and state that the appropriate measures would be taken inthe current year to appoint a Company Secretary as per the provision of Companies Act2013 and rules made there under.
2. Point No. IV) Of the annexure to the Secretarial Audit Report.
The Directors have taken note and state that the appropriate measures would be taken inthe current year to complete the Filing Fom-22A (Active Compliance)as per the provision ofCompanies Act 2013 and rules made there under.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186:
Your Company has not given any loan or guarantee or security or made any investmentduring the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188:
Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 the terms of contracts or arrangementsentered into by the Company with Related Parties have been done at arm's length and are inthe ordinary course of business. Hence no particulars are being provided in Form AOC-2.Related Party disclosures as per AS -18 have been reported in the Annexure XIII tothe Auditors Report on the Financial Statements.
STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered in the Management Discussionand Analysis.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES
Particulars of the amounts proposed to be carried to reserves have been covered as partof the financial performance of the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OFREPORT:
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of the report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy and Technology Absorption :
The Company has no particulars to report regarding conservation of energy technologyabsorption as required under Section 134 (3) (m) of the Act read with Rules thereunder.
B. Foreign exchange earnings and Outgo
|Sr. No. ||Particulars ||Amount in Rs. |
|i) ||Foreign Exchange earned in terms of actual inflows during the year ||NIL |
|ii) ||Foreign Exchange outgo during the year in terms of actual outflows ||NIL |
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Act in respect of Corporate Social Responsibilityare not applicable to the Company.
Pursuant to provisions of the Companies Act 2013 the Board has carried outperformance evaluation of its own its Committees and individual Directors.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES: NOT APPLICABLE CHANGE IN THE NATURE OF BUSINESS IF ANY:
The business activities of the Company comprises mainly manufacturing of electricalproducts like power distribution boxes electrical panels& enclosures sheet metalfabrication activities like containers contract manufacturing job work for electricalproducts like capacitors civil construction works of buildings etc.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR
Directors appointed during the year
Key Managerial Personnel (KMP) appointed during the year
Directors and KMP's resigned during the year
Mr. Vijay Patil resigned from position of Directorship 22nd October 2018
Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting
Mr.Tushar Patilretires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS THEREFOR;
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF CHAPTER V OF THE ACT:
DETAILS OF SIGNIFICIANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
To the best of our knowledge the Company has not received any such orders fromRegulators Courts or Tribunals during the year which may impact the Going Concern Statusor the Company's operation in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has developed a strong two tier internal control framework comprisingentity level controls and process level controls. The entity level controls of the Companyinclude elements such as defined code of conduct whistle blower policy rigorousmanagement review and MIS and strong internal audit mechanism. The process level controlshave been ensured by implementing appropriate checks and balances to ensure adherence toCompany policies and procedures efficiency in operations and also reduce the risk offrauds.
Regular management oversight and rigorous periodic testing of internal controls makesthe internal controls environment strong at the Company. The Audit Committee along withManagement overseas results of the internal audit and reviews implementation on a regularbasis.
COMPOSITION OF AUDIT COMMITTEE:
The composition of the Audit Committee has been mentioned below
|Name of Director ||Membership ||Category of Director |
|ShailjaVaibhavPatil. ||Member ||Director |
|Amar Vijay Patil. ||Member ||Director |
|Tushar Rangnath Patil. ||Member ||Managing Director |
INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The relevant information pursuant toRule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed at Annexure IV' tothis Report.
The Board of Directors has adopted the Whistle Blower Policy / Vigil Mechanism(the Policy'). This has provided a mechanism for directors and employees of theCompany and other persons dealing with the Company to report genuine concerns includingbut not limited to unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct for Board of Directors and Senior Management (the Code')or ethics policy or any other instance to the Chairman of the Audit Committee of the Boardof Directors of the Company.
PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has formulated and implemented the Policy for Prevention of SexualHarassment at work place. This would inter alia provide a mechanism for the resolutionsettlements or prosecution of acts or instances of sexual harassment at work place and toensure that all employees are treated with respect and dignity. There were no complaints /cases filed / pending with the Company during the year.
A Cash Flow Statement for the year ended 31 March 2019 is attached to the BalanceSheet.
In terms of Regulation 34 of the Regulations a Report on the Corporate Governancealong with Compliance Certificate issued by Statutory Auditors of the Company is notapplicable to the Company pursuant to the Regulation 15 Clause 1(a) of the Regulations.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Your Directors wish to place on record their appreciation for the contribution madeand support provided to the Company by the shareholders employees and bankers during theyear under the report.
FOR SILVEROAK COMMERCIALS LIMITED
Member of the Suspended Board