You are here » Home » Companies » Company Overview » Silverpoint Infratech Ltd

Silverpoint Infratech Ltd.

BSE: 536073 Sector: Infrastructure
NSE: N.A. ISIN Code: INE890N01019
BSE 00:00 | 21 Nov Silverpoint Infratech Ltd
NSE 05:30 | 01 Jan Silverpoint Infratech Ltd
OPEN 8.00
PREVIOUS CLOSE 8.00
VOLUME 10
52-Week high 8.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.00
CLOSE 8.00
VOLUME 10
52-Week high 8.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Silverpoint Infratech Ltd. (SILVERPOINTINF) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their Twenty-second Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended March 31 2019.

Financial Highlights

During the year under review performance of your Company as under:

(Amount in Rupees)

Particulars Year Ended 31st March 2019 Year Ended 31st March 2018
Turnover 2147874 4559864
Profit/(Loss) before taxation 44119 (137183)
Less: Tax Expense 13069 (25836)
Profit/(Loss) after tax 31050 (111347)
Add: Balance B/F from the previous year 25137687 25249034
Balance Profit / (Loss) C/F to the next year 25168737 25137687

Note : The above mentioned figures in the Financial Highlight is based on theReport of Balance Sheet of the Company.

Listing of Equity Shares on BSE Mainboard Platform

The Companies Equity Shares are Listed on the Bombay Stock Exchange on August 28 2013.

Review of Operations

During the year under review the Company has recorded a turnover of Rs. 2147874/- ascompared to Rs. 4559864/- in the previous year. The Company has recorded a net profit ofRs. 31050/- as previous year net loss was of Rs. (111347)/-.

Share Capital

The Company has 197890000/- Equity Share Capital for the Financial Year ended March31 2019. The Company has not increased its Capital throughout the year.

Dividends

In view of Losses during the year your Directors have not recommended any dividend onEquity shares for the year under review.

Statutory Reserve Fund

The Company has not transferred any fund to Statutory Reserve Fund during the FinancialYear 2018-2019.

Number of meeting of Board of Directors

During the Financial Year 2018-19 thirteen meetings of the Board of Directors wereheld. The Provisions of Companies Act 2013 and Listing Obligations and DisclosureRequirements (LODR) were adhered to while considering the maximum time gap between any twomeetings was less than one hundred and twenty days. Details of the Board meetings heldduring the financial year have been furnished in the Corporate Governance Report formingpart of this Annual Report. The date on which the Board Meetings were held are givenbelow:

06.04.2018 04.05.2018 30.05.2018
13.07.2018 08.08.2018 23.08.2018
15.09.2018 22.10.2018 14.11.2018
05.12.2018 14.01.2019 12.02.2019
25.03.2019

Meeting of Independent Directors

During the year under review a separate meeting of independent Directors was held onMarch 25 2019 wherein the performance of the Non-Independent Director and the Board as awhole was reviewed. The Independent Director at their meeting also assessed the qualityquantity and timeliness of flow of information between the Company's management and theBoard of Directors of the Company.

Committees of the Board :

The Company has constituted / re-constituted various Board level committees inaccordance with the requirements of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015. Details of all the Committees along withtheir composition and meetings held during the year under review are provided in theReport on Corporate Governance forming part of this Annual Report

Audit Committee:

The Audit Committee presently comprises of Shri Sandip Chatterjee Chairman Smt. RimaChandra and Shri Sanjay Kumar Drolia as Members. The terms of reference of the AuditCommittee and the particulars of the meetings held and attendance thereat are inaccordance with the requirements mandated under Section 177 of the Companies Act 2013read with the rules made thereunder and Regulation 18 of SEBI (LODR) Regulations 2015 hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.There has been no instance where the Board has not accepted the recommendations of theAudit Committee.

Nomination & Remuneration Committee ;

The Nomination 8i Remuneration Committee presently comprises of Shri Sandip ChatterjeeChairman Smt. Rima Chandra and Shri Pradeep Kumar Agarwal as Members. The terms ofreference of the Nomination & Remuneration Committee and the particulars of themeetings held and attendance thereat are in accordance with the requirements mandatedunder Section 178 (1) of the Companies Act 2013 read with the rules made thereunder a ndRegulation 19 of SEBI (LODR) Regulations 2015 has been furnished in the CorporateGovernance Report forming a part of this Annual Report.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee presently comprises of Shri Sandip ChatterjeeChairman Smt. Rima Chandra and Shri Sanjay Kumar Drolia as Members. The terms ofreference of the Stakeholders Relationship Committee and the particulars of the meetingsheld and attendance thereat are in accordance with the requirements mandated under Section178 (5) of the Companies Act 2013 read with the rules made thereunder and Regulation 20of SEBI (LODR) Regulations 2015 has been furnished in the Corporate Governance Reportforming a part of this Annual Report.

State of the Company's Affairs

The Company is engaged in the business of Civil & Construction Works. There hasbeen no change in the business of the Company during the financial year ended March 312019.

Change in the nature of Business if any

There was no change in the nature of business of the Company during the financial yearended March 312019.

Material Changes and Commitments affecting financial position of the Company occurringafter Balance Sheet date

There were no material changes and commitments in the business operations of theCompany affecting the financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statements relate and thedate of this report.

Extract of Annual Return

The extract of the Annual Return in Form No. MGT-9 pursuant to the provisions ofSection 92 of the Companies Act 2013 and Rule 12 of the Companies (Management &Administration) Rules 2014 is annexed hereto as Annexure- II and forms partof Director Report.

Loans. Guarantees and Investments

During the Financial year the Company has made Loan Guarantees Advances &Investment within the limits as prescribed under Section 186 of the Companies Act 2013(Details of Loans Guarantees or Investments under section 186 of the Companies Act 2013are given in the notes to the financial statements.)

Particulars of Contracts or Arrangements with Related Parties :

A Related Party Transaction Policy has been formulated by the Board of Directors fordetermining the materiality of transactions with related parties and dealing with them.The said policy may be referred to at the Company's website atwwv/.silverpointinfratech.com. The Audit Committee reviews all related party transactions.

All contracts or arrangements with related parties entered into or modified during thefinancial year within the meanirg of Section 188 (1) of Companies Act 2013 were inordinary course of business and on arm's length basis and in compliance with theapplicable provisions of the Companies Act 2013 and the Listing Regulation.

There are no material contracts or arrangements entered into by the Company during theyear with Related Parties. There are no materially significant related party transactionsentered into by the Company with promoters directors key managerial personnel or otherdesignated persons or related party as per definition contained u/s 2(76) of the Actwhich may have a potential conflict with the interest of the Company at large.Accordingly the

disclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies (Accounts) Rules 2014 in Form AOC-2 has been enclosed as Annexure - IIIis attached herewith and forms part of this Director's Report.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings andOutgo :

Particulars of Conservation of energy technology absorption and foreign exchange andoutgo as required under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 are not applicable to the Company. The disclosuresare annexed as Annexure-IV and forms part of this Annual Report.

Details of Directors and Key Managerial Personnel

During the period the Board of the Company was reconstituted for the purpose of bettergrowth and expansion and diversification of the business of the Company.

a) Appointment of Independent Director

During the year under review the Board of Directors of the Company has appointed ShriMahesh Kumar Chokham (Din: 07093710) as an Additional Non-Executive Independent Directorof the Company w.e.f August 24 2017 and Sandip Chatterjee (Din: 06875010) as anAdditional Non-Executive Independent Director of the Company w.e.f August 08 2018.

Shri Pradeep Kumar Agarwal (Din : 00553891) has been appointed as an AdditionalNon-Executive Independent Director of the Company w.e.f August 262019.

Shri Laiit Sureka (Din : 01103875) has been appointed as an Additional Non-ExecutiveIndependent Director of the Company w.e.f April 22 2019.

b) Cessation in Directorship during the Year

Shri Mahesh Kumar Chokhani (Din: 07093710) Non-Executive Independent Director hadresigned from the post of director w.e.f April 22 2019.

Shri Lalit Sureka (Din: 01103875) Non-Executive Independent Director had resignedfrom the post of director w.e.f July 08 2019.

Shri Pankaj Kumar Mishra Non-Executive Independent Director had resigned from the postof director w.e.f April 062018.

c) Statement on declaration given by Independent Directors under sub- Section (6) ofSection 149

Your Company has received declarations from all the Independent Directors pursuant toSection 149 (7) of the Companies Act 2013 of the Company confirming that they meet thecriteria of interdependence as prescribed both under Section 149 (6) of the Companies Act2013 read with rules made thereunder and Regulation 16 (1) (b) od SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

d) Retirement by Rotation

During the financial year 2018-19 the Company has three Non-Executive IndependentDirectors and one Managing Director. According to Companies Act 2013 Independent Directoris not liable to retire by rotation and Shri. Sanjay Kumar Drolia Managing Director isliable to retire by rotation and being eligible offers himself for re-appointment.

The Board recommends his re-appointment with a view to avail her valuable advises andwise counsel.

A brief profile of the Director seeking appointment / re-appointment required underRegulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is given in the Notice of AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164 (2) of the Companies Act 2013 and Rule 14 (1) of theCompanies (Appointment & Qualification of Directors) Rules 2014.

As required under SEBI Listing Regulations your Company has obtained a certificatefrom the Practicing Company Secretary that none of the Directors of the Board of theCompany have been debarred or disqualified from being appointed or continuing as Directorsof the Board of the Company have been debarred or disqualified from being appointed orcontinuing as Directors by MCA/Statutory Authorities. The said Certificate is enclosed asAnnexure - VIII and forms part of this Report.

e) Key Managerial Personnel:

The Board of Directors of the Company had appointed Kumari. Sonam Agarwal as CompanySecretary/ Compliance Officer of the Company with effect from 3rd March 2018 to lookafter the compliances of the Company.

Shri Sanjay Kumar Drolia Managing Director of the Company is being only appointed as aChief Financial Officer of the Company w.e.f February 14 2018.

Shri Sanjay Kumar Drolia Managing Director and Chief Financial Officer & Smt.Sonam Agarwal Company Secretary of the Company are the Whole-time Key ManagerialPersonnel of the Company as per Section 203 of the Companies Act 2013.

f) Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. pursuant to Regulation 25 (7) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 on appointment theIndependent Director is issued a letter of appointment setting out in detail the terms ofappointment duties responsibilities and expected time commitments. The Company Secretarybriefs the Director about their legal and regulatory responsibilities as a Director. TheDirectors also explained in detail the various compliances required from him to act as aDirector under the various provisions of the Companies Act 2013 SEBI (LODR) Regulation2015 SEBI (Prohibition of Insider Trading) Regulation 2011 the Code of Conduct of theCompany and other relevant regulations. The details of familiarization is available onCompany's website www.silverpointinfratech.com.

Formal Annual Evaluation:

Pursuant to the requirements of the Companies Act 2013 and the SEBI ListingRegulations evaluation of each member of the Board is done on an annual basis. One of thevital function of the Board is monitoring and reviewing the Board evaluation frameworkformulated by the Nomination and Remuneration Committee that lay down the evaluationcriteria for the performance of all the individual Directors Board and its Committees wascarried out. In accordance with the provisions of Companies Act 2013 read with the rulesmade thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.

A structured.questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the and its committees Board culture execution and performance ofspecific duties obligations and governance.

a) Criteria for evaluation of the Board of Directors as a whole

i. Frequency of meetings;

ii. Length of meetings;

iii. Administration of meeting;

iv. Number of Committees and their roles;

v. Flow of information to Board members and between Board members

vi. The quality and quantity of information; and

vii. Disclosure of information to the stakeholders.

b) Criteria for evaluation of individual Directors

i. Commitment to fulfillment of Director's obligations and fiduciary responsibilities;

ii. Attendance and contribution at Board/Committee meetings;

iii. Ability to contribute by introducing best practices to address top managementissues;

iv. Monitoring management performance and development;

v. Participation in long-term strategic planning

vi. Ability to contribute and monitor corporate governance practices;

vii. Statutory compliance & Corporate governance practices;

viii. Time spent by each of the members;

ix. Core competencies; and

x. Guiding Strategy.

The Directors express their satisfaction over the evaluation process and resultsthereof.

Management Discussion and Analysis Report:

A separate report on Management Discussion and Analysis is annexed as part of AnnualReport along with the Auditors Certificate in compliance with SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.

Subsidiaries JVs or Associate Companies :

The Company does not have any Joint Ventures Associate or Subsidiary Companies.

Particulars of Employees and Related Disclosures:

Disclosures pertaining to remuneration and other details under Section 197(12) of theact read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended are annexed as Annexure-V. However as perthe provisions of Section 136 of the Companies Act 2013 the reports and accounts arebeing sent to the Members and others entitled thereto excluding the disclosure onparticulars of employees which is available for inspection by the Members at theRegistered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting.

Disclosures pertaining to Remuneration and Statement showing the names of top tenemployees in terms of remuneration drawn as required under Section 197(12) of the Act andRule 5(2) & 5(3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 (as amended) is not applicable to the Company.

Directors Responsibility Statement:

Pursuant to clause (c ) of sub-section (3) of Section 134 and Section 134(5) of theCompanies Act 2013 the Board of Directors of the Company hereby state and confirm that:

a) Accounting Standard : In the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures.

b) Accounting Policies: The Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit and loss of the Company for that period.

c) Proper Efficient and Care : The Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;

d) Going Concern Basis: The Directors had prepared the annual accounts on agoing concern basis.

e) Compliance with all laws: The Directors had devised proper system to ensurecompliance with the provision of all applicable laws and that such systems were adequateand operating effectively.

f) Internal Financial Controls : The Directors had laid down internal financialcontrol to be followed by the Company and that such internal financial control areadequate and operating effectively.

Board's Comment on the Auditor's Report:

No qualification adverse remarks or disclaimer made by the Statutory Auditors withregard to the financial statements for the financial year 2018-19.

The Statutory Auditors of the Company have not reported any fraud as specified underSection 143(12) of the Companies Act 2013.

There have no instances of fraud reported by above mentioned Auditors under Section143(12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment during financial year 2018-19.

Risk Management Policy:

The Board of Directors of the Company has formulated a Risk Management policy whichaims at enhancing shareholders value and providing an optimum risk reward tradeoff. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures. In the opinion of the Board none of the risks facedby the Company threaten the existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. Therisk management procedure is reviewed by the Audit Committee and Board of Directors on aquarterly basis at the time of review of quarterly financial results of the Company. Thispolicy is also available on the Company's website www.silverpointinfratech.com

Internal Financial Control Systems :

1. The Company has appointed Internal Auditors to observe the Internal Controls whoregularly monitors if the workflow of the organization is being done through the approvedpolicies of the Company. In every half year ended during the approval of FinancialResults Internal Auditors present the Internal Audit Report.

2. The Board of Directors of the Company has adopted various policies like RelatedParty Transaction Policy Whistle Blower Policy and other procedures for ensuring theorderly and efficient conduct of its business. The Company system of internal control hasbeen designed to provide a reasonable assurance with regard to maintaining of properaccounting controls monitoring of operations safeguarding of its asset prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand timely preparation of financial information.

Whistle Blower Policy/ Vigil Mechanism :

The Company has established an effective Whistle Blower Policy person to the CompaniesAct 2013 and SEBI listing Regulation 2015. The said policy may be referred to at thecompany's website at the following web link www.silverpointinfratech.com.

The Whistle Blower Policy aims at conducting the affairs of the Company in a fare andtransparent manner by adopting the highest standard of professionalism honesty integrityand ethical behavior. All permanent employees of the Company are covered under the WhistleBlower Policy.

A mechanism has been stablished for employees to report concern about un-ethicalbehavior actual or suspected fraud or violation of code of conduct an ethics. It alsoprovide for educate safeguards against the victimization of employees who able themechanism an allows direct access to the Chairman of the Audit Committee in exceptionalcases.

Corporate Governance

A report on Corporate Governance pursuant to the provisions of Regulation 34 read withpoint C &E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 for the Financial Year ended March 31 2018 along with the AuditorsCertificate from the Practicing Company Secretaries on its compliance are annexed to thisAnnual Report.

CEO/CFO Certification:

The CEO/CFO Certificate on the financial statements of the Company as required underRegulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 forms part of this Annual Report.

Transfer of Amounts to Investor Education and Protection Fund ;

Pursuant to applicable provisions of the Companies Act 2013 ("the Act) read withthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 the Company did not have any funds lying unpaid or unclaimed.Therefore there was no funds which were required to be transferred to Investor EducationAnd Provident fund (IEPF).

Auditors:

a) Statutory Auditors:

Statutory Auditors: At the 22nd Annual General Meeting of the Company held on September22 2019

M/s. Sarp & Associates Chartered Accountants (Firm Registration No. 007375C)were appointed as the Statutory Auditors of the Company to hold office from the conclusionof the 22nd Annual General Meeting until the conclusion of the 26th Annual GeneralMeeting subject to ratification by the shareholders.

In this regard M/s. Sarp & Associates Chartered Accountants (Firm RegistrationNo. 007375C) have submitted their written consent that they are eligible and qualified tobe re-appointed as Statutory Auditors of the Company in terms of Section 139 of theCompanies Act 2013 and also satisfy the criteria provided in Section 141 of the CompaniesAct 2013.

b) Internal Auditors:

Pursuant to Section 138 of the Companies Act 2013 the Company had re-appointed M/s.Jain Prasad & Co. as the Internal Auditor of the Company to carry out the internalauditor of the functions and activities of the Company.

c) Secretarial Auditor:

Pursuant to Section 204 of the Companies Act 2013 of the Company has appointed Smt.Neha Munka (C.P No. 18201) Practicing Company Secretaries to conduct the secretarialaudit of the Company for the financial year 2018-19. The Company had provided allassistance and facilities to the Secretarial Auditor for conducting their audit. Thereport of the Secretarial Auditor for the financial year 2018-19 is annexed to this reportAnnexure- / (MR-3).

There are no qualifications or adverse remarks in their Report.

Also the Secretarial Compliance Report issued under Regulation 24A of SEBI ListingRegulations is given in Annexure-Vl\ and forms part of this Report.

As required under SEBI Listing Regulations your Company has obtained a certificatefrom the Practicing Company Secretary that none of the Directors of the Board of theCompany have been debarred or disqualified from being appointed or continuing as Directorsof the Board of the Company have been debarred or disqualified from being appointed orcontinuing as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure- VIII and forms part of this Report.

d) Reporting of frauds by Auditors :

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Companies Act 2013

Deposits:

Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act2013 during the financial year and as such no amount on account of Principal or Intereston Deposits from Public was outstanding as on March 31 2019..

Corporate Social Responsibility:

In pursuance of the provisions of Section 135 of the companies Act 2013 the CSRprovisions were not applicable to the Company.

Code of Conduct:

The Board of Directors has approved a code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day operations of theCompany in accordance with the applicable Accounting Standards. The code laid down by theBoard is known as "Code of Conduct". The code has been posted on the Company'swebsite www.silverpointinfratech.com

Prevention of Insider Tradine:

The Company has adopted a Code of Conduct for prevention of Insider Trading with a viewto regulate trading in Securities by the Directors and designated employees of theCompany. The Code requires pre- clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading window is closed. The Boardis.responsible for implementation of the code.

Your Company has adopted a code of conduct for prevention of "InsiderTrading" as mandated by the SEBI and same is available on the website of the Company www.silverpointinfratech.com.The said policy has been revised effective from April 01 2019 in line with SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018.

Ail Board Directors and the designated employees have confirmed compliance with thecode.

Disclosure under Sexual Harassment of Women at Workplace (Prevention. Prohibition &Redressal) Act. 2013 :

The Company has formulated a policy for the prevention of sexual harassment within theCompany. It ensures prevention and deterrence of acts of sexual harassment andcommunicates procedures for their resolution and settlement. Internal Complaint Committeehave been constituted which is chaired by a female employee of the Company in accordancewith the requirements under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 which ensures implementation and compliance with theLaw as well as the policy at every unit. There were no cases/ complaints reported in thisregard during the year 2017-18. A copy of the Policy against sexual harassment is postedon the Company's Website www.silverpointinfratech.com.

Nomination and Remuneration Policy of the Company :

The Nomination 8t Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and rules theretostating therein the Company's policy on Directors payment of managerial remuneration.Directors qualifications positive attributes independence of Directors by the Nomination& Remuneration Committee which was revised and reviewed by the Board of Directors.

Auditors:

a) Statutory Auditors:

Statutory Auditors. : At the 22nd Annual General Meeting of the Company held o\September 22 2019

M/s. Sarp & Associates Chartered Accountants (Firm Registration No. 007375C)were appointed as the Statutory Auditors of the Company to hold office from the conclusionof the 22nd Annual General Meeting until the conclusion of the 26th Annual GeneralMeeting subject to ratification by the shareholders.

In this regard M/s. Sarp & Associates Chartered Accountants (Firm RegistrationNo. 007375C) have submitted their written consent that they are eligible and qualified tobe re-appointed as Statutory Auditors of the Company in terms of Section 139 of theCompanies Act 2013 and also satisfy the criteria provided in Section 141 of the CompaniesAct 2013.

b) Internal Auditors:

Pursuant to Section 138 of the Companies Act 2013 the Company had re-appointed M/s.Jain Prasad & Co. as the Internal Auditor of the Company to carry out the internalauditor of the functions and activities of the Company.

c) Secretarial Auditor:

Pursuant to Section 204 of the Companies Act 2013 of the Company has appointed ShriVinay Lakhani (C.P No. 14847) Practicing Company Secretaries to conduct the secretarialaudit of the Company for the financial year 2018-19. The Company had provided allassistance and facilities to the Secretarial Auditor for conducting their audit. Thereport of the Secretarial Auditor for the financial year 2018-19 is annexed to this reportAnnexure-I (MR-3).

There are no qualifications or adverse remarks in their Report.

Also the Secretarial Compliance Report issued under Regulation 24A of SEBI ListingRegulations is given in Annexure -VH and forms part of this Report.

As required under SEBI Listing Regulations your Company has obtained a certificatefrom the Practicing Company Secretary that none of the Directors of the Board of theCompany have been debarred or disqualified from being appointed or continuing as Directorsof the Board of the Company have been debarred or disqualified from being appointed orcontinuing as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure- VIII and forms part of this Report.

d) Reporting of frauds by Auditors :

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Companies Act 2013.

Deposits:

Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act2013 during the financial year and as such no amount on account of Principal or Intereston Deposits from Public was outstanding as on March 31 2019.

Corporate Social Responsibility:

In pursuance of the provisions of Section 135 of the companies Act 2013 the CSRprovisions were not applicable to the Company.

Code of Conduct:

The Board of Directors has approved a code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day operations of theCompany in accordance with the applicable Accounting Standards. The code laid down by theBoard is known as "Code of Conduct". The code has been posted on the Company'swebsite www.silverpointinfratech.com

Prevention of Insider Trading :

The Company has adopted a Code of Conduct for prevention of Insider Trading with a viewto regulate trading in Securities by the Directors and designated employees of theCompany. The Code requires pre- clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading window is closed. The Board isresponsible for implementation of the code.

Your Company has adopted a code of conduct for prevention of "InsiderTrading" as mandated by the SEBI and same is available on the website of the Company www.silverpointinfratech.com.The said policy has been revised effective from April 01 2019 in line with SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018.

All Board Directors and the designated employees have confirmed compliance with thecode.

Disclosure under Sexual Harassment of Women at Workplace (Prevention. Prohibition &Redressal) Act. 2013 :

The Company has formulated a policy for the prevention of sexual harassment within theCompany. It ensures prevention and deterrence of acts of sexual harassment andcommunicates procedures for their resolution and settlement. Internal Complaint Committeehave been constituted which is chaired by a female employee of the Company in accordancewith the requirements under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 which ensures implementation and compliance with theLaw as well as the policy at every unit. There were no cases/ complaints reported in thisregard during the year 2017-18 A copy of the Policy against sexual harassment is postedon the Company's Website www.silverpointinfratech.com.

Nomination and Remuneration Policy of the Company :

The Nomination & Remuneration Policy has been formulated pursuant to the provisionsof Section 178 and other applicable provisions of the Companies Act 2013 and rulesthereto stating therein the Company's policy on Directors payment of managerialremuneration Directors qualifications positive attributes independence of Directors bythe Nomination & Remuneration Committee which was revised and reviewed by the Board ofDirectors.

The said policy is furnished as Annexure-VI And forms part of this reportand also can be accessed at the Company's website at www.silveroointinfratech.com

Human Resources:

The Company believes in best HR practices by providing its employees a world classworking environment giving them equal opportunities to rise and grow. We continue toimplement the best of HR policies so as to ensure that talent retention is ensured at alllevels. Employee relations continued to be cordial and harmonious at all levels and in alldivisions of the Company during the year. Presently your Company does not have anyemployee falling within the scope of Section 217 (2A) of the Companies Act 1956 read withcompanies (particulars of the Employees) rules 1975

Health Safety and Environmental Protection :

Your Company has complied with all applicable laws. The Company has been complying withrelevant laws and has been taking ail necessary measures to protect the environment andmaximize worker protection and safely.

Details of Significant and Material Orders passed by the Regulators Courts andTribunals impacting the going concern status and Company's operation in future:

There are no significant and material order has been passed by the regulators courtstribunals impacting the going concern status and Company's operation in future.

Compliance with Secretarial Standards on Board and General Meetings :

During the Financial Year your Company has compiled with applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

Indian Accounting Standards:

Pursuant to the Companies (Indian Accounting Standards) Rules 2015 your Company hasto comply with Indian Accounting Standards (Ind-AS) from April 01 2017. Accordingly thefinancial statements of the Company for the financial year 2018-19 have been prepared asper Ind-AS.

Compliance with Secretarial Standards on Board and General Meeting :

During the Financial Year your Company has compiled with applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

Dematerialization of shares:

100% of the Company's paid up Equity Share Capital is in dematerialized form as onMarch 31 2019 and only 11 shares is being held in physical form. Your Company has alreadysent three reminders to all concerned shareholders advising them to convert physicalshares into demat form. The Company Registrar is C B Management Services Private LimitedP-22 Bondel Road Kolkata -700 019.

Boards and Committees:

The details of Board and its Committees are given in the Corporate Governance Report.

General Disclosures:

Yours Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

i. Your Company has not resorted to any buy back of its Equity Shares during the yearunder review; and -

ii. Your Company does not have any subsidiaries;

Acknowledgement:

Your Board sincerely places on record the support extended by the Trade ShareholdersCompany's Bankers Central and State Government Authorities Stock Exchanges CDSL NSDLand all other Business Associates for the growth of the organization. The Board furtherexpresses its appreciation for the services rendered by the Executives officers staffsand workers of the Company at all levels.

We look forward to receiving the continued patronage from all quarters to become abetter and stronger Company.

By Order of the Board

For silverpoint Infratech Limited

Place: Howrah Sanjay Kumar Drolia Sandip Chatterjee
Date : August 27 2019

(Managing Director)

(Director)

Din :00538256 Din:06875010

.