The Directors are delighted to present their 29th Annual Report togetherwith the Audited Accounts of the Company for the Year ended March 31 2021.
|Particulars ||March 31 2021 ||March 31 2020 |
|Income From Operations || || |
|Revenue from sale of goods ||898093 ||294000 |
|Revenue from sale of Services ||1145500 ||1700000 |
|Other Income ||1030885 ||21830 |
|Total Revenue ||3074478 ||2015830 |
|Profit before depreciation & taxation ||172408 ||(408260) |
|Less: Depreciation ||- ||107810 |
|Profit before taxation ||172408 ||(516070) |
|Less: Tax Expense(Including deferred tax) ||(23816) ||6958 |
|Profit/(Loss) from continuing operations ||196224 ||(523028) |
|Other Comprehensive Income/ (Loss) ||(171849) ||- |
|Total Comprehensive Income/ (Loss) for the period ||24376 ||(523028) |
|Other Equity at year end ||(20566364) ||(20590740) |
IMPACT OF COVID-19:
In the FY 2020-2021 the COVID-19 pandemic continued to spread rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For the Companythe focus immediately shifted to ensuring the health and well-being of all employees andon minimizing disruption to services for all our customers globally. There is a hope thatthe company will recover its losses and improve its performance in coming future.
TRANSFER TO RESERVES:
During the year the company has not proposed to transfer any amount to the GeneralReserve.
The Directors of the Company are not recommending any dividend looking to theaccumulated losses in the company.
Our Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Rajesh Jain (DIN-01704145) Director of the company is liable to retire by rotationand shall retire in the forthcoming AGM and being eligible offer himself for re-appointment. The Board of Directors recommends Mr. Rajesh Jain for re-appointment asdirector of the company. The Company took the note of sad demise of Late Dr. Devendra M.Chelawat in the meeting of Board of Directors held on June 30 2021. The managementextends its sincere thanks to Dr. Devendra M. Chelawat for the services provided by him tothe company during his tenure as Independent director and company has appointed Mr.Rajendra Verma as Independent Director in place of Late Dr. Devendra M. Chelawat witheffect from August 02 2021.Mr. Vineet Shrivastav has been appointed as Whole-TimeDirector for a term of 5 years on 17th July 2020. Mrs. Ruchi Barche has beenappointed as Company Secretary and Compliance Officer on 17th July 2020.CSSoniaVerma has been appointed as the Company Secretary and Compliance Officer of thecompany in place of present Compliance Officer CS Ruchi Barche with effect from 30thJune 2021.Detail of Director is provided in "Annexure-i".
DECLARATION BY INDEPENDENT DIRECTORS:
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company. .
MEETINGS OF BOARD:
During the year 5 (Five) Board Meetings 4 (Four) Audit Committee Meetings 4 (Four)Stakeholders relationship Committee Meetings and4 (Four) Nomination and RemunerationCommittee meetings and 1(one) meeting of other committees (Independent Directors meeting)were convened and held. The details of which are given in the Corporate Governance Reportin "Annexure-II". The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
(i) In the preparation of the annual accounts the applicable Indian AccountingStandards (IND AS) have been followed along with proper explanation relating to materialdepartures.
(ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and theloss of the Company for that period.
(iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The directors have prepared the annual accounts on a going concern basis.
(v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) The directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.
POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of Loans guarantees or investments covered under Section 186 ofcompany act 2013 form part of notes to the financial statements provided in this annualreport.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY/INTERNAL FINANCIAL CONTROLS:
The directors has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of financial statements.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Auditor is definedin the Internal Audit Manual. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditormonitors and evaluates the efficiency and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of Internal Auditor process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
CONSERVATION OF ENERGY:
Company ensures that the operations of the company are conducted in the manner wherebyoptimum utilization and maximum possible savings of energy is achieved.
No specific investment has been made in reduction in energy consumption equipment.
As the impact of measures taken for conservation and optimum utilization of energy arenot quantitative its impact on cost cannot be stated accurately.
No steps have been taken for by the company for utilizing alternate sources of energy.
Company's operations are conducted by using in-house know how and no outside technologyis being used for operating activities. Therefore there is no outside technologyabsorption in the company. The Company has not incurred expenditure on research anddevelopment activities during the year.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
There is no subsidiary of the company at the end of the year.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as AOC-1"Annexure-iii".
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism/Whistle Blower Policy to report genuine concerns orgrievances of directors and employees and to deal with instance of fraud andmismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
Audit committee shall oversee the vigil mechanism.The vigil mechanism ensures thatstrict confidentiality is maintained while dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Nomination & Remuneration Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.
At the Annual General Meeting held on 17thAugust 2017 M/S ABN & Co.(ICAI FRN: 004447C) Chartered Accountants were appointed as statutory auditors of thecompany. As per Section 139 of Companies Act 2013 the appointment of M/S ABN & Co.Chartered Accountants as statutory auditors of the company is placed for ratification byshareholders at the ensuing annual general meeting.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules of 2014 the company hasappointed CS Jyoti Mohata (M. No.57184) Company Secretary in practice (C.P. No. 21606) toundertake the Secretarial Audit the Company for the Financial Year 2020-2021. TheSecretarial Audit report and Secretarial Compliance Report for the Financial Year ended 31stMarch 2021 is annexed herewith as: "Annexure-iv& Annexure- iv(a)" tothis report.
Remarks upon the observations are mentioned below-
1. Pursuant to provisions of section 203(1) of the Companies Act 2013 Company hasappointed Compliance Officer CS Shreya Thombre on October 07 2019 for which outcome hasalready been filed but thereafter appointed person resigned on March 07 2020. Consequentupon the reasons which were beyond the control of the Company it was neither deliberatenor intentional the company couldn't find a suitable candidate for the post of ComplianceOfficer therefore company failed to appoint any CS for the quarter ended 31st March2020and 30th June 2020. However same was complied by appointing CS Ruchi Barche on17th July 2020.
2. Pursuant to the Regulation 17(1)(a) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the company was not able to appoint any executive directoron the board as there was no compliance officer in the company to make such compliancehowever later on Mr. Vineet Shrivastav has been appointed as Whole-time Director of thecompany with effect from July 17 2020.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
As required under section 204 (1) of the Companies Act 2013 the Company has obtainedsecretarial audit report.
1. The appointed Compliance Officer CS Shreya Thombre has resigned on March 072020. Consequent upon the reasons which were beyond the control of the Company it wasneither deliberate nor intentional the company couldn't find a suitable candidate for thepost of Compliance Officer therefore company failed to appoint any CSfor the quarterended 31st March 2020 and 30th June 2020. However same was complied byappointing CS Ruchi Barche on 17th July 2020.
2. Due to public lockdown because of widespread of Covid-19 all the offices wereshut-down and company was unable to do the required compliance of appointment ofwhole-time director thereafter Mr. Vineet Shrivastav has been appointed as Whole-timeDirector of the company with effect from July 17 2020.
RELATED PARTY TRANSACTIONS DISCLOSURE:
The disclosure required under sub section (1) of section 188 are mentioned in FormAOC-2 which is annexed herewith as "Annexure -v".
STATE OF COMPANY'S AFFAIRS:
Your Company is a software technology company in India providing software developmentservices & solutions with services such as outsourcing software development webdevelopment product development strategy consulting offshore software developmente-commerce for web and mobile enablement.
The Company operates in four segments namely Information Technology EducationPrinting and Publishing Newspapers and Trading of Solar Power Plant and the Company hasalso acquired rights for the Publication of a 27 year old Newspaper. During the period thecompany has operated in two segment mentioned previously. But the revenue is mainly fromJob Work Related Services hence the company has identified it as its major segment.
The company has also engaged in providing BPO Service & KPO Service and providingservices in the field of Accounting Income tax Service Tax VAT CST GST Custom Dutyand other duties and taxes Auditing Corporate Services Company law matters Financial& Legal Consultancy and Tax Management.
For the purpose of enhancement diversification and availing future opportunitiesduring the year company has started trading of Solar Power Product.
BUSINESS RISK MANAGEMENT:
The Management has implemented business risk management policy. At present the companyhas not identified any element of risk which may threaten the existence of the company.The Company has Risk Management Policy to report genuine concerns or grievances ofdirectors and employees and to deal with instance of fraud and mismanagement if any.
PARTICULARS OF EMPLOYEES:
Section 197 of companies act 2013 read with rule 5 (2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of employees of theCompany are not applicable to company as no employee of company is in receipt ofremuneration exceeding the limit as mentioned in relevant provision.
EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the AnnualReturn in form MGT-9 is annexed herewith as " Annexure-vi".
LISTING WITH STOCK EXCHANGES:
The Company's Shares are listed on BSE. The Company confirms that it has paid theAnnual Listing Fees to BSE.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate "Annexure-ii"together with the Certificate from the auditors of the Company regarding compliance withthe requirements of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition &Redressal) Act 2013 (Act') and Rules made thereunder the Companyhas Internal Complaints Committees (ICC) who inquire into complaints of sexual harassmentand recommend appropriate action.
Your Company and its Directors wish to extend their sincerest thanks to all with whosehelp cooperation and hard work the Company is able to achieve the results.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|Place- Indore ||SYLPH TECHNOLOGIES LIMITED |
|Date- 30th June 2021 ||CIN: L36100MP1992PLC007102 |
|Registered Office ||Mrs. Jayshri Jain ||Dr. Rajesh Jain |
|ST- 4 Press House ||Director ||Director |
|22 Press Complex ||(DIN:01824937) ||(DIN:01704145) |
|A.B. Road Indore || || |