| DEAR SHAREHOLDERS,
The directors have pleasure in presenting their Eighteenth Annual
Report on the business and operations of the company together with the
Audited Statement of Accounts for the year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
During the year under review, performance of your company as under:
(Rupees in Lakhs)
Particulars Year Ended Year Ended
31st March, 2015 31st March,
2014
Turnover 856,142,393 1,678,863,078
Profit/(Loss) before
taxation 6,512,998 6,892 482
Less: Tax Expense 1,814,965 2,129,777
Profitless) after tax 4,698,033 4,762,705
Add: Balance B/F from
the previous year 19,367,488 14,604 783
Balance Profit / (Loss) C/F
to the next year 24,065,520 19,367,488
LISTING OF EQUITY SHARES ON BSE SME PLATFORM
The Directors are pleased to inform that the company has got its Equity
Shares listed on SME Platform of BSE Limited on 28th August, 2013.
REVIEW OF OPERATIONS
During the year under review the company has recorded a turnover of Rs.
856,142,393 as compared to Rs. 1,678,863,078 in the previous year. The
Company has recorded a net profit of Rs. 4,698,033as compared to Rs.
4,762,705 in the previous year.
SHARE CAPITAL
The Company has 197890000/- Equity Share Capital for the Financial Year
ended 31st March, 2015. The Company has not increased its Capital
throughout the year.
DIVIDENDS
In view of the planned business growth, your directors deem it proper
to preserve the resources of the Company for its activities and
therefore, do not propose any dividend for the Financial Year ended
March 31, 2015.
TRANSFER TO RESERVES
The Company proposes to transfer a sum of Rs.4,698,033 to Reserve &
Surplus during the financial year ended 31st March, 2015.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the Financial Year 2014-15, five meetings of the Board of
Directors and one meeting of Independent Directors' were held. The
details of which are given in Corporate Governance Report. The
Provisions of Companies Act, 2013 and Listing Agreement were adhered to
while considering the time gap between meetings.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been
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 the Audit Committee.
NOMINATION & REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and
Remuneration Committee has been furnished in the Corporate Governance
Report forming a part of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The composition and terms of reference of the Share Transfer cum
Stakeholders Relationship Committee has been furnished in the Corporate
Governance Report forming a part of this Annual Report.
STATE OF THE COMPANY'S AFFAIRS
The Company is engaged in the business of Civil & Construction Works.
There has been no change in the business of the company during the
financial year ended31st March, 2015.
CHANGE IN THE NATURE OF BUSINESS. IF ANY
There was no change in the nature of business of the company during the
financial year ended 31st March, 2015.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY. OCCURRING AFTER BALANCE SHEET DATE
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year (March
31,2015) and date of the report {August 20,2015)
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in accordance with section 134(3) of
the Companies Act, 2013 in Form No. MGT-9forthe financial year ended
March 31, 2015 is annexed hereto as Annexure-//and forms part of
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any contracts or arrangements with
related party during the financial year 31st March, 2015.
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act 2013 for the
Financial Year 2014-15 in the prescribed format AOC- 2 has been
enclosed as Annexure - HI (AOC-2) and forms part of this report.
The policy on the materiality of related party transactions as approved
by the Board may be accessed on the company's website
www.silverpointinfratech.com,
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars of Conservation of energy, technology absorption and
foreign exchange and outgo as required under Section 134 (3) (m) of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not
applicable to the Company. The disclosures are 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 better growth and expansion and diversification of the
business of the Company.
a) APPOINTMENT OF INDEPENDENT DIRECTORS:
At the Annual General Meeting of the Company held on 30th September,
2014 the members of the Company appointed Mr. Sri Krishna Dokania (DIN:
03610290) and Ms. Devangna Tiwari (DIN: 06651804) as an Independent
Directors under the Act for a term of upto 31st March, 2019.
b) CHANGE IN DIRECTORSHIP DURING THE YEAR:
During the year under review Ms. Devangna Tiwari was appointed as an
Additional Director of the company with effect from 5th September, 2014
and there was change in her designation from Additional Director to
Non- Executive, Independent Director with effect from 30th September,
2014.
Mr. Lokesh Agarwal was designated from Independent Director to
Non-independent & Non- Executive Director of the Company with effect
from 30th September, 2014.
Mr. Sri Krishna Dokania was designated from Additional Director toNon-
Executive Independent Director of the Company with effect from 30th
September, 2014.
c) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION 16) OF SECTION 149
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
interdependence as prescribed both under sub-section 149 of the
Companies Act, 2013 and under Clause 52 of the Model SME Listing
Agreement with the Stock Exchanges.
d) RETIREMENT BY ROTATION:
Mr. Lokesh Agarwal, Director of the Company, retires under Section 152
of the Companies Act, 2013 at the ensuing Annual General Meeting, and
being eligible offer themselves for re-appointment.
e) KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company in their meeting held on 30th
June, 2014 appointed Ms. Nikita Rateria as Company Secretary/Compliance
Officer of the Company.
During the Year 2014-15, Mr. Satyajit Ghosh had resigned as Company
Secretary/ Compliance Officer from the Company with effect from 26th
May, 2014.
Mr. Sanjay Kumar Drolia was appointed as a Managing Director of the
Company w.e.f 12th July, 2012.
Mr. Hemant Kumar Drolia was appointed as a Chief Financial Officer of
the Company w.e.f 30th January, 2014.
FORMAL ANNUAL EVALUATION
One of the vital function of the Board is monitoring and reviewing the
Board evaluation framework formulated by the Nomination and
Remuneration Committee that lay down the evaluation criteria for the
performance of all the directors. In accordance with the provisions of
the Acts and the Corporate Governance requirements as prescribed by
securities and Exchange Board of India (SEBI) under Clause 52 of the
Model SME Listing Agreement.
A separate exercise was carried out to evaluate the performance of
individual's directors including the chairman of the Board on
parameters such as level of engagement and contribution, Independence
of judgment, safeguarding the interest of the company and its minority
shareholders etc. The performance of the evaluation of the Non
independence Directors and Boards as a whole also carried out by the
Independent Directors.
The Board of Directors in its meeting held on 12th March, 2015
undertook the annual evaluation of its own performance, Board Committee
and individuals Directors. The review concluded that the performance of
the Directors, Committees & the Board as a whole, to be adequate and
satisfactory.
SUBSIDIARIES, JVS OR ASSOCIATE COMPANIES
The Company does not have any Joint Ventures and Associate Companies
but it has subsidiaries Companies. The Companies listed below have
become its Subsidiary Companies in Financial Year 2013-14 and their
details are furnished in the Annexure - V (AOC-1) and forms part of
this Annual Report
Subsidiaries Companies are as follows:
SL NO. NAME OF THE COMPANY:
1 Mamtamayee Mercantile Limited
2 Pushapdham Commodities Limited
3 Shyambaba Business Limited
4 Astdurga Enterprises Limited
5 Khatushyam Mercantile Limited
6 Bhootnath Exports Limited
7 Ramrajya Tie up Limited
8 Panchpushap Vyapaar Limited
9 Baglamukhi Agencies Limited
10 Wellside Agencies Limited
11 Rockland Merchandise Limited
12 Everlasting Sales Limited
13 Hargouri Commercial Limited
14 Dasbhuja Marketing Limited
15 Roselife Vanijya Limited
16 Kailashdham Mercantile Limited
17 Prathampujay Vinimay Limited
18 Vishnudham Suppliers Limited
19 ShivprabhatTradelink Limited
Company which has ceased to be subsidiary during the financial year
2014-15:
SL NO, NAME OF THE COMPANY:
1 Sidhidhan Commodities Limited.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details under section
197(12) of the act read with rule 5(1) of the companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are annexed as
Annexure-VI.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement under Section 134 (5) referred
to in clause (c) of sub-section (3) shall state that-
a) Accounting Standard: ln the preparation of the annual accounts, the
applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) Accounting Policies: The directors had selected such accounting
policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the 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
sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
d) Going Concern Basis: The directors had prepared the annual accounts
on a going concern basis.
e) Compliance With All Laws: The directors had devised proper system to
ensure compliance with the provision of all applicable laws and that
such systems were adequate and operating effectively.
f) Internal Financial Controls: The directors had laid down internal
financial control to be followed by the company and that such internal
financial control are adequate and operating effectively.
BOARD'S COMMENT ON THE AUDITOR'S REPORT
The observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are
self-explanatory.
RISK MANAGEMENT POLICY
The Board of Directors of the company has formulated a Risk Management
Policy which aims at enhancing shareholders' value and providing an
optimum risk reward tradeoff. The risk management approach is based on
a clear understanding of the variety of risks that the organization
faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures. This policy is also available on
the company's website www..silverpqintinfratech.com.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control system and suggests
improvements to strengthen the same. In the Opinion of the Board the
existing internal control framework is adequate and commensurate to the
size and nature of the business of the company, during the year such
controls were tested and no reportable material weaknesses in the
design or operation were observed.
WHISTLEBLOWER POLICY/VIGIL MECHANISM
The company has formulated vigilance Mechanism /Whistle Blower Policy
as per the provisions of the Companies Act, 2013 and clause 52 of the
model SME Equity of listing agreement to provide a mechanism for
employees of the company to approach the vigilance officer/Chairman of
the Audit Committee of the company safeguards against victimization of
persons who use such mechanism. The vigilance officer places the
report/ status of complaints received and resolved, if any to the
members of Audit Committee. Further the aggrieved person can have
directed access to the chairman of Audit Committee. The policy is
readily available on company's website www.silyexj0pjntinfratech.com.
CORPORATE GOVERNANCE
Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance as provided under the amended Clause
52 of the Model SME Listing Agreement with the Stock Exchanges, are
complied with. A separate report on Corporate Governance along with the
Auditors certificate for its due compliance is forming part of this
Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Management Discussion and Analysis as per Clause
52 of the Model SME Listing Agreement with the stock exchanges is
forming part of this Annual Report.
CEO/CFO CERTIFICATION
The CEO/CFO Certificate on the financial statements of the company as
required under Clause 52 of the Model SME Listing Agreement forms part
of this Annual Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any funds lying unpaid or unclaimed. Therefore
there was no funds which were required to be transferred to Investor
Education And Provident fund (IEPF).
AUDITORS
al STATUTORY AUDITORS
M/s. GHOSHAL & Co., Chartered Accountants (Registration No: 304154E),
who are the Statutory Auditors of the company hold office until the
conclusion of the ensuring Annual General Meeting. It is proposed to
re- appoint them to examine and audit the accounts of the company for
one year to hold office from the conclusion of this AGM till the
conclusion of the next AGM of the company to be held in the year 2016
subject to ratification of their appointment at every AGM. M/s. GHOSHAL
& Co, has under section 139(1) of the Companies Act, 2013 and the rules
framed there under furnished a certificate of their eligibility and
consent for re- appointment.
bj INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 the company had
appointed M/s. Jain Prasad &Co. as the Internal Auditor Bf the company
to carry out the internal auditor of the functions and activities of
the company.
c] SECRETARIAL AUDITOR
Pursuant to section 204 of the Companies Act 2013 of the company had
appointed Ms. Neha Jain (C.P No. 10825), Company Secretaries to
conduct the secretarial audit of the company for the financial year
2014- 15. The Company had provided all assistance and faddist's to the
Secretarial Auditor for conducting their audit. The report of the
Secretarial Auditor for the financial year 2014-15 is annexed to this
report Annexure-1. (MR-3) there are no qualifications or adverse
remarks in their Report.
DEPOSITS
The Company has not accepted any deposits under section 73 of the
Companies Act, 2013 and the companies (Acceptance of Deposits) Rules,
2014 during the Financial Year 2014-15.
CONSOLIDATED FINANCIAL STATEMENTS
In the Accounting Standard 21 read with General Circular No 2/2011
dated 8th February, 2011 issued by Ministry of Corporate Affairs (MCA)
and in compliance of the Model SME Equity Listing Agreement with the
Stock Exchange(S) the audited financial statement duly audited by the
statutory auditor of the Company, together with the Audit Report is
annexed with these accounts and forms part of the Annual Account. The
Financial Statements of each of the Subsidiaries has been duly approved
by the respective Board of Directors of the Subsidiaries.
CORPORATE SOCIAL RESPONSIBILITY
In pursuance of the provisions of section 135 of the Companies Act
2013, the CSR provisions were not applicable to the company.
CODE OF CONDUCT
The Board of Directors has approved a code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day operations of the Company in accordance with the
applicable Accounting Standards. The code laid down by the Board is
known as "Code of Conduct:" The code has been posted on the Company's
Website www.silverpojntjnfratech.cpm.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for prevention of Insider
Trading with a view to regulate trading in Securities by the Directors
and designated employees of the company. The Code requires pre-
clearance for dealing in the company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading window is closed. The Board is responsible for implementation
of the code.
All Board Directors and the designated employees have confirmed
compliance with the code.
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 the company. It ensures prevention and deterrence of
acts of sexual harassment and communicates procedures for their
resolution and settlement. Complaint Redressal Committee have been
constituted in accordance with the requirements under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 which ensures implementation and compliance with
the Law as well as the policy at every unit. There were no cases/
complaints reported in this regard during the year 2014-15. A copy of
the Policy against sexual harassment is posted on the Company's
Websitewww.silverpointinfratech.com.
NOMINATION AND REMUNERATION POLICY OF THE COMPANY
The company's policy relating to appointment of Directors, payment of
managerial remuneration, Directors qualifications, positive attributes,
independence of Directors and other related matters as provided under
section 178(3) of the Companies Act, 2013 is furnished in Annexure-VII
and forms part of this report.
HUMAN RESOURCES
The Company believes in best HR practices by providing its employees a
world class working environment, giving them equal opportunities to
rise and grow. We continue to implement the best of HR policies so as
to ensure that talent retention is ensured at all levels. Employee
relations continued to be cordial and harmonious at all levels and in
all divisions of the company during the year.
HEALTH. SAFETY AND ENVIRONMENTAL PROTECTION
The Company has complied with all applicable laws. The Company has been
complying with relevant laws and has been taking all necessary measures
to protect the environment and maximize worker protection and safely.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS.
COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATION IN FUTURE
There are no significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern status and
Company's operation in future.
ACKNOWLEDGEMENT
The company has been very well supported from all quarters and
therefore your directors wish to place on record their sincere
appreciation for the support and co-operation received from Employees,
Dealers, Suppliers, Central and State Governments, Bankers and others
associated with the Company. Your Directors wish to thank the banks,
financial institutions, shareholders and business associates for their
continued support and cooperation. We look forward to receiving the
continued patronage from all quarters to become a better and stronger
company
By Order of the Board
Sd/- Sd/-
Sanjay Kumar Drolia Sri Krishna Dokania
Place: Howrah Managing Director Director
Date ;20th August, 2015 (Din: 00538256) (Din:03610290)
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