To,
The Members,
SILVER TOUCH TECHNOLOGIES LIMITED
2nd Floor, Saffron Building,
Near Panchwati Circle, Ambawadi,
Ahmedabad 380 006
Your Directors have pleasure in presenting 29th Annual
Report along with the audited Financial Statements & Board's Report for the year
ended 31st March, 2023.
1. FINANCIAL RESULTS:
The following are the financial highlights of the Company for the year
ended 31st March, 2023.
(Rs. In Lacs)
|
STANDALONE |
CONSOLIDATED |
| Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Business |
|
|
|
|
| Operations (Net of |
15219.54 |
12836.61 |
16378.38 |
13959.04 |
| ServiceTax/GST) |
|
|
|
|
| Other Income |
265.07 |
126.05 |
253.89 |
126.09 |
| Total Revenue/ Income |
15484.61 |
12962.66 |
16632.27 |
14085.12 |
| Profit/Loss before Dep. Finance Cost & Tax |
1736.52 |
1234.01 |
1945.53 |
1290.02 |
| Less : Finance Cost |
(136.32) |
(73.88) |
(138.86) |
(82.12) |
| Less: Depreciation |
(327.11) |
(291.26) |
(467.82) |
(330.51) |
| Profit Before Tax |
1273.09 |
868.96 |
1338.85 |
877.39 |
| Less :Total Tax Expense |
(367.55) |
(245.87) |
(367.55) |
(234.08) |
| Profit After Tax/Net Profit |
905.54 |
623.09 |
971.30 |
643.30 |
2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a
Cash Flow Statement forms part of Annual Report and also the Company has also consolidated
its Accounts with Subsidiary, Associates and Joint Venture Companies viz Silver Touch
Technologies (UK) Ltd, Silver Touch Technologies Inc., Shark Identity Private Limited,
Iriss Scanners Technologies Pvt Ltd, Silver touch Technologies Canada Limited, Silver
touch Auto tech Private Limited.
3. REVIEW OF OPERATIONS AND FUTURE PROSPECTS:
There is significant improvement in the financial performance of the
company compared to last year. The total turnover of the company in FY 2022-23 is
increased by 19.50% from Rs. 12962.66 lacs of previous year to Rs. 15484.61 lacs. The Net
profit after Tax of the company is also increased significantly by 45% from Rs. 623.09
lacs to Rs. 905.54 lacs. Whereas Profit before tax increased by almost 50% to Rs. 1273.09
lacs compared to previous year of Rs. 852.16 lacs.
Apart from that Company has obtained CMMI Maturity Level 5
Certifications. Moreover your Company is also accredited with Quality Certifications such
as ISO 9001:2008, ISO/IEC 27001: 2013, and ISO 20000: 2011/ Silver Touch is full service
IT services company and manpower constitutes major contribution in business. Hiring
skilled manpower and serving customer is the key services provided by Silver Touch. Our
transformation strategy evolves around following major factors which is critical for our
business.
(a) Manpower: hiring skilled manpower and keeping them at
central place physical was big challenge for us, during pandemic we have seen paradigm
shift in the strategy. We have started hiring from all over India and providing secure
work from home solution with our private cloud. It has improved our efficiency in hiring
and cost of hiring has come significantly low, on the other hand our infrastructure cost
and requirement of physical offices have been reduced significantly. We see major change
in our transformation towards next journey.
(b) Performance Measurement: This has been very critical in
terms of predicting the revenue and profits. Increase in efficiency and timely delivery of
services will result in higher revenue and more profits. We have implemented real time
performance measurement MIS reporting system which empowers all business head and managers
to take right decision on time. Real time project and resource monitoring has helped us
improve the efficiency and predict any delivery delays.
(c) Technology Offering: We have been constantly upgrading our
technology services offering and internal capability. Digital is the new transformation in
IT, and we have seen almost 40% increase in customer demand around Digital Transformation
technology. AI/ML, cloud, RPA are some of the Digital technology we have embraced during
pandemic and we are going to see big change in revenue and profits in coming years.
(d) Vertical Offerings: We have been traditionally IT Service
Company mostly agnostic to business vertical. Over the years, we have seen Vertical
offerings can generate more revenue consistently and it has potential to grow very
rapidly. We have created portfolio of services in Pharmaceuticals / Life science and
online retail industry. In the current post pandemic situation, we have seen major demands
in this sectors and will be reaping benefits in coming years.
4 DIVIDEND
The Company has paid an Interim Dividend 5% i.e. Rs. 0.50 per equity
shares as on 30th May, 2022 for the financial year 2022-2023.
5. SHARE CAPITAL
The authorized share capital of the company is Rs. 16,00,00,000/-
divided into 1,60,00,000 equity shares of Rs. 10/- The Paid up capital of the Company is
Rs. 12,68,10,000/- divided into 1,26,81,000 Equity shares of Rs. 10/-Company has appointed
M/s Link Intime India Private Limited as the Registrar and Transfer Agent of the Company.
As on the day of Report entire holdings of the Members are in dematerialized form.
6. TRANSFER TO RESERVES:
During the Year Company has not transferred any amount to the General
Reserves.
7. FINANCE
During the period under review, the company has taken additional the
fund based facility in form of term loan from Bank of India for the amount of Rs. 379.38
Lacs which is secured by Hypothecation of plant and machinery, Fabrication, Furniture
fixtures of Automated vehicle Fitness Center Project. Company has received lVR BBB/ Stable
and IVR BBB/Stable/IVR A3+ from the credit rating agency.
8. DEPOSITS
The Company has accepted loans from directors and outstanding loan
amount as on 31.03.2022 as well as maximum outstanding is as below. Further, all the
required declarations has also been obtained from them under section 73 of the Companies
Act, 2013 and the Rules made thereunder.
| Name |
Amount Outstanding as on 31.03.2023 (In
Rs.) |
Maximum Amount Outstanding during the Year
(In Rs.) |
| Vipul Thakkar |
1,05,854 |
55,46,470 |
| Jignesh Patel |
1,72,107 |
2,61,695 |
| Minesh Doshi |
39,17,490 |
40,57,053 |
| Palak Shah |
21,80,324 |
72,28,632 |
Apart from this, the Company has neither accepted nor renewed any
public deposits falling within the purview of Section 73 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during
the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of
Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act
is not required to be given.
9. DETAILS OF COMPANY'S SUBSIDIARY, ASSOCIATE & JOINT
VENTURE
The details of Subsidiary, Associate & Joint Venture are as
follows:
Subsidiary:
The company has following 4 subsidiary companies:
Silver Touch Technologies (UK) Limited:
Silver Touch Technologies (UK) Limited, which is wholly owned
subsidiary of Silver Touch Technologies Ltd, is a UK based private limited company
incorporated on November 19, 2007 with Company No. 6431016. The registered office of the
company is situated at Unit 7, Essex Technology & Innovation Center, the Gables off fy
field Road, Ongar Essex United Kingdom. It is Web, Mobile Apps and Software Development
Company for Optimizing Online Presence. It also provides E- Commerce Solutions, Staffing
Solutions and SAP Business Consulting services in United Kingdom region.
Silver Touch Technologies Inc.:
Silver Touch Technologies Inc., a wholly owned subsidiary of Silver
Touch Technologies Ltd, is US based Domestic Profit Corporation incorporated on January
10, 2012 with Identification No. 0400463153. The registered office of the company is
situated at 256-06, Hillside Ave., 1st Floor, Floral Park, NY -11004. It is Web, Mobile
Apps and Software Development Company for Optimizing Online Presence. It also provides
E-Commerce Solutions, Staffing Solutions and SAP Business Consulting services in USA
region.
Silver Touch Technologies Canada Limited:
Silver Touch Technologies Canada Limited, which is wholly owned
subsidiary of Silver Touch Technologies Ltd, is a Canada based private limited company
incorporated on December, 30 2021 with Corporation No. 1363269-5/. The registered office
of the company is situated at 55, Maitland Street, PH 10, Toronto ON M4Y 1C9. It is
carrying out business related Software Development, web Development and Consulting Work in
Canada region.
Silver Touch Auto Tech Private Limited:
Silver Touch Auto Tech Private Limited, which is wholly owned
subsidiary of Silver Touch Technologies Ltd, is a private limited company incorporated on
July, 25 2022 with CIN: U72900GJ2022PTC134200. The registered office of the company is
situated at 206, Office Saffron, Near Centre Point, Panchwati 5 Rasta, Ambawadi Ahmedabad-
380006 Gujarat. It is carrying out business of Automotive testing, Fitness Centers,
Automotive driving track testing, Fitness Tests etc.
Associates& JVs:
The Company has following Associates & JVs:
Silver Touch Technologies SAS:
Silver Touch Technologies SAS, an associate of Silver Touch
Technologies Ltd with its 50% shareholding, is a France based simplified joint stock
company incorporated on April 11, 2017 with Company No. 82895754800013. The registered
office of the company is situated at 12 Place de la D?fense 92400 Courbevoie, France. It
is Web, Mobile Apps and Software Development Company for Optimizing Online Presence. It
also provides E-Commerce Solutions, Staffing Solutions and SAP Business Consulting
services in France region. Currently, the business strategy and formulations are underway
and therefore no business transactions are carried out during the year under review and it
has been put to sleep mode.
Shark Identity Private Limited:
Shark Identity Private Limited is a private limited company
incorporated under Companies Act, 2013 on August 1, 2016 with CIN U72900GJ2016PTC093178.
The registered office of the company is situated at A-807, Wall Street II, Opp Orient
Club, Nr. Railway Crossing, Ellisbridge, Ahmedabad 380 006. It is in the business of
Product Development i.e. SharkID which is digital business card publishing & sharing
platform. It is designed to keep the phonebook updated automatically.
Lime Software Limited:
Lime Software Limited, an associate of Silver Touch Technologies Ltd
with its 50 % shareholding, is a UK based private limited company incorporated on December
2, 2013 with Company No. 8798209. The registered office of the company is situated at
Norwich Accountancy Services Ltd, London Street, 68-72 London Street, Norwich, NR2 1JT. It
is in the business of offering Oracle asset management software and Oracle audit software
& tools that will help managing the business more efficiently.
Iriss Scanners Technologies Private Limited:
Iriss Scanners Technologies Private Limited is a private limited
company incorporated under Companies Act, 2013 on September 20, 2018 with CIN
U72501GJ2018PTC104222. The registered office of the company is situated at 1001, Saffron
Office, Nr.Centre Point, Nr. Panchwati Circle, Ambawadi Ahmedabad Ahmedabad380006. It is
incorporated for the purpose of Software product development. Being in the startup stage,
Company has not started any commercial development yet. Mr. Vipul Thaker and Mr. Minesh
Doshi has Resign the position of Director From Iriss Scanners Technologies Private Limited
on 22nd march, 2023. The company has written off Investments of Iriss Scanners Private
Limited, hence it has been not considered in Consolidation for F.Y. 2022-23.
In accordance with section 129(3) of the Companies Act, 2013, the
Company has prepared consolidated financial statements of the Company, which forms part of
the Annual Report. Pursuant to the provision of the section 129(3) of the Companies Act,
2013, a statement containing salient features of the financial statements of the
Company's subsidiaries in form AOC-1 is attached herewith as "Annexure A"
to the financial statement of the Company. The statement also provides the details of
performance and financial position of the subsidiaries, Associates & Joint Venture
Companies of the Company.
The financial statement of the subsidiary companies and related
information are available for inspection by the members of the registered office of the
Company from 11:00 A.M. to 1:00 P.M. on all days except Sundays and public holidays up to
the date of Annual General Meeting as required under section 136 of the Companies Act,
2013. Member who needs to inspect the same shall give a request in writing 5 days before
to the company through email cs@silvertouch.com The same can be also inspected from the
website of the Company www. Silvertouch.com. The Company will send copies thereof to the
shareholders who may, if required, write to the Company.
Indian Accounting Standards (IND AS):
As per the Provisions of the Companies Act, 2013 and Listing
Obligations and Disclosure Requirements (2015), as amended time to time Indian Accounting
Standards (IND AS) applicable to your Company with effect of Listing of Securities in the
Main Board (NSE,BSE).
9. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of your Company between the end of the Financial Year and date of this
report.
10. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
draft Annual Return as on March 31, 2023 is available on the Company's website on
https://www.silvertouch.com/wp-content/uploads/investors-files/Form_MGT_7.pdf
11. PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees in
accordance with the Provision of Section 197 (12) of the Companies Act, 2013 read with
rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is appended as
"Annexure-B" to its report.
12. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS & OUTGO
The information on conversation of energy, technology absorption
and foreign exchange earnings and outgo as stipulated under section 134 of the companies
act, 2013 read with Companies (Accounts) Rules, 2014 during the year are as stated below:
| (A) Conservation of energy |
|
| (i) the steps taken or impact on conservation of energy |
The activities carried out by the Company during the year
under review are not power intensive and the cost of the energy is insignificant. Further,
the Company is not carrying out any manufacturing activities. However, as measure of power
conservation, the company has initiated installing LED based electric utilities and
instruments which conserve power. |
| (ii) the steps taken by the company for utilizing alternate
sources of energy |
|
| (iii) the capital investment on energy conservation equipment |
|
| (B) Technology absorption |
|
| (i) the efforts made towards technology absorption |
The Company has not imported any technology during the year
under review. |
| (ii) the benefits derived like product improvement, cost
reduction, product development or import substitution |
|
| (iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the financial year) |
|
| (a) the details of technology imported; |
|
| (b) the year of import; |
|
| (c) whether the technology been fully observed; |
|
| (d) if not fully absorbed, areas where absorption has not
taken place, and the reason thereof; and |
|
| (iv) the expenditure incurred on Research and Development |
|
| (C) Foreign exchange earnings and Outgo |
|
| The Foreign Exchange earned in terms of actual in flows
during the year and |
The foreign exchange inflows during the year under review
amounted to Rs. 1567.65 Lacs |
| The Foreign Exchange outgo during the year in terms of actual
outflows. |
The foreign exchange outflows during the year under review
amounted to Rs. 2.21 Lacs |
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(3) (c) of the Companies Act, 2013, the
Directors confirm that:
a. In the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
b. The Directors have 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 as at March 31, 2023
and of the profit and loss of the Company for the same;
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. The Directors have prepared the annual accounts on a ‘going
concern' basis; and
e. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
f. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
14. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope of Internal Audit is well defined in the
organization. The Internal Audit Report is regularly placed before the Audit Committee of
the Board. The Management monitors and evaluates the efficacy and adequacy of internal
control systems in the Company, its compliance with operating systems, accounting
procedures and policies. Based on the report of Internal Auditors, process owners
undertake corrective action in their respective areas and thereby strengthening the
controls continuously. Significant audit observations, if any, and corrective actions
suggested and taken was presented to the Audit Committee of the Board.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and schedule VII of the Companies Act, 2013,
the Board of Directors of the Company has constituted a CSR Committee. The committee
comprises of various directors constituting composition of independent and executive
director as follows. CSR Annual report is enclosed as part of this report-
"Annexure-C.
| Name |
Designation |
| Mr. Vipul Thakkar |
Committee Chairman & CMD |
| Mr. Jignesh Patel |
Member & WTD |
| Mr. Harivardan Thakar |
Member & ID |
Two Meeting of Members of CSR Committee were held on 16thMay, 2022 and
13th February, 2023 respectively with a presence of all the Members.
16. INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence prescribed under the
provisions of the Companies Act, 2013 read with schedules and rules issued thereunder. One
separate meeting of the Independent Directors was held during the year under review on
28th March, 2023 without the attendance of non-independent Directors.
Pursuant to Ministry of Corporate affair's four new rules as on
22nd October, 2019 namely Data Bank Notification relating to IICA, Companies (Accounts)
Amendments Rules, 2019, Companies (Creation and Maintenance of Databank of Independent
Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth
Amendment Rules, 2019, all the existing Independent Directors have registered themselves
with Indian Institute of Corporate Affairs within prescribed time period.
17. RELATED PARTY TRANSACTIONS
Related party transactions that are entered during the financial year
were in the ordinary course of Business and on an arm's length basis. The Company had
not entered into any contract/ arrangement / transactions with related parties which could
be considered material. All related party transactions are placed before the Board of
Directors and Audit committee for their review and approval, wherever required, at the
beginning of the financial year. Related party transactions as entered during the
financial year under review were on arms-length basis and not material in nature and hence
disclosures in Form AOC-2 as required pursuant to the provisions of Companies Act, 2013,
is not applicable.
18. NUMBER OF MEETINGS OF BOARD
During the financial year 2022-23, Four (4) meetings of the Board of
Directors were held on the following dates:
| Sr. No. |
Date of Board Meeting |
Total No of Directors as on date of meeting |
Total no of Directors present as on date
of Meeting |
| 1/2022-23 |
30.05.2022 |
10 |
9 |
| 2/2022-23 |
10.08.2022 |
10 |
8 |
| 3/2022-23 |
14.11.2022 |
10 |
8 |
| 4/2022-23 |
13.02.2023 |
10 |
7 |
Intimation of the Board Meeting and committee meeting are given well in
advance and communicated to all the Directors. The agenda along with the explanatory notes
are sent in advance to all the Directors. The Prescribed quorum was present for all the
Meetings.
19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your Company has various executive and
non-executive directors including independent directors who have wide and varied
experience in different disciplines of corporate functioning. Pursuant to the applicable
provisions of Section 152 the Companies Act, 2013, Mr. Vipul Thakkar, Managing Director
Chairman, Mr. Jignesh Patel Whole-time Director, Mr. Palak Shah Whole-time Director of the
company, Mr. Minesh Doshi Whole-time Director, Mr. Himanshu Jain Whole-time Director of
the Company. Mr. Jignesh Patel and Mr. Himanshu Jain (Whole-time Directors) are liable to
retire by rotation at the forthcoming Annual General Meeting and being eligible, offers
themselves for reappointment at the ensuing Annual General Meeting.
- Mr. Vipul Thakkar was re-appointed as the Managing Director for a further tenure of 3
Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.
- Mr. Minesh Doshi was re-appointed as the Whole Time Director for a further tenure of 3
Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.
- Mr. Palak Shah was re-appointed as the Whole Time Director for a further tenure of 3
Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.
- Mr. Jignesh Patel was re-appointed as the Whole Time Director for a further tenure of 3
Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.
- Mr. Himanshu Jain was re-appointed as the Whole Time Director for a further tenure of 3
Years w.e.f 01/01/2023 to 31/12/2025 on 19th September, 2022.
- Dr. Gayatri Mukul was re-appointed as the Independent Director for a further tenure of 5
Years w.e.f 05/04/2022 to 04/04/2027 on 19th September, 2022.
All the Directors of the Company have confirmed that they are not
disqualified from being appointed as Directors in terms of Section 164 of the Companies
Act, 2013.
Mr Paulin Shah has been CFO of the Company.
Mr. Sagar Rajyaguru has resigned from the Post of Company Secretary and
Compliance Officer w.e.f. 30th May,2022. Mr Vishnu Thaker has been appointed as Company
Secretary and Compliance Officer w.e.f. 10th August, 2022.
20. AUDITORS AND AUDITORS' REPORT
Upon expiry of the 5 years term of M/s. Priyam R Shah & Associates,
Chartered Accountants (FRN.: 118421W), Ahmedabad, The Board of Directors approved and
recommended member's in 29th Annual General Meeting for appointment of M/s
Ambalal Patel & Co, Chartered Accountants (FRN.: 100305W), to hold the Office as the
Statutory Auditor for the period of 5 years commencing from the conclusion of 29th Annual
General Meeting to be held on 20th September, 2023 till the conclusion of 34th
Annual General Meeting. Notice of 29th Annual General Meeting contains the
Appointment of M/s Ambalal Patel & Co., to be appointed as a Statutory Auditors of the
Company.
The report of the Statutory Auditor given by M/s. Priyam R shah &
Associates forms part of the Annual
Report. The Auditor's report does not contain any qualifications,
reservation or adverse remarks and are self-explanatory and thus does not require any
further clarifications/comments. The statutory Auditors have not reported any incident of
fraud to the Audit committee of the Company under review.
21. SECRETARIAL AUDITOR
The Board appointed M/s Sandip Sheth & Associates, Practicing
Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year
2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 is
annexed herewith marked as "Annexure D" to this Report.
- The Company has followed Standard Operating Process and Audit trails for ensuring
compliance with Structural Digital Database only after 5th September, 2022.The
Company has fully functional Structural Digital Database only after 5th
September, 2022.
- The Intimation made by the Company for material event for Saberpoint LLC is not as per
the requirement of Regulation 30 of the Listing Regulations read with SEBI circular No.
CIR/CFD/CMD/4/2015 dated September 9, 2015. We have treated the same as material event
required to be disclosed under prescribed format.
Action Taken: The Company has made disclosures within prescribed
time period, however the Company has not made such disclosures in the format given as
required in aforesaid circular. The Company confirmed that no notice or letter received
from the Stock Exchange in this regard.
- As per regulation 17 of SEBI LODR the listed entity shall ensure that approval of
shareholders for appointment or re-appointment of a person on the Board of Directors is
taken at the next general meeting or within a time period of three months from the date of
appointment, whichever is earlier, during the period under review the term of Mrs. Gayatri
Mukul Doctor, DIN:02012395, Woman Independent Director has been expired on 4th April, 2022
for which the Board of Directors and Nomination and Remuneration Committee has recommended
her re-appointment, however the required approval under regulation 17 has been obtained
with delay, in the month of September, 2022.
Action Taken: The Company has obtained approval of the Members in
the Annual General Meeting held on 19th September, 2022.
- The Company has received observations with respect to quarterly submission of
shareholding pattern for 31st March, 2022 and 30th June, 2022 from the NSE vide their
letters dated 25th May, 2022 and 8th August, 2022, asking clarification as follows:
"entity is covered as promoter/promoter group in System Driven
Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020),
however not appearing as promoter/promoter group as per Table II of shareholding pattern
(SHP) or vice-versa".
Action taken: The Company has rectified the same and replied to the
said letters accordingly.
- During the period under review, one of the designated person viz. Mr. Paulin Vinodbhai
Shah, Chief Financial Officer, has violated code of conduct by selling 1,000 Equity Shares
during trading window closure. Total 1,000 Shares have been sold @ Rs. 299.83 per share.
Action taken: The Management of the Company has issued a strict
warning letter to comply with the requirement of the provisions of the PIT Regulations
strictly to such designated person and other employees of the Company and reported the
same to the Stock Exchange under regulation 9 (1) read with Schedule B in specified
format. The same has been reported to the Stock Exchange vide report for violations
related to Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015
dated 7th June, 2022.
22. COST AUDITOR
Your Company is not engaged in any type of Production of Goods or
engaged in providing of such services which requires appointment of Cost Auditors pursuant
to Section 148 of the Companies Act, 2013. Further the Company is also not required to
maintain cost records as per applicable provisions of the Companies Act, 2013.
23. INTERNAL AUDITOR
The Board appointed M/s Rajiv Ahuja & Associates, Chartered
Accountant, Ahmedabad as the Internal Auditor of the Company for the Financial Year
2022-23.
24. DETAILS OF FRAUD REPORTED BY AUDITORS
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Companies Act, 2013 during the year under review.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE
COMPANIES ACT, 2013
The details of loans, investment, guarantees and securities covered
under the provisions of section 186 of the Companies Act, 2013 are provided in note no.
11, 12 and 17 of the financial statement.
26. INTERNAL COMPLAINTS COMMITTEE / DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN
AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy for prevention of Sexual Harassment of women
as per the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. As per the provisions of the said Act, the Company has constituted
committee called "Internal Complaints Committee" to ensure safe workplace
environment, which covers all employees whether permanent, contractual, trainees,
temporary etc., During the financial year 2022-23 no complaints have been reported. The
Composition of the said committee is as follows:
1. Mrs. Shyamala Sharma- Presiding Officer/Chairperson
2. CS Jignesh Shah- Member
3. Ms Meenal Patel- Member
29. SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS
There were no significant material orders passed by the regulators or
courts or tribunals impacting the going concern status of the Company and its operations
in future.
30. AUDIT COMMITTEE
The Company was having Audit committee consisting of the Board of
Directors of the Company viz. Mr. Ronak S Shah (Chairman of the Committee& Independent
Director), Dr. Gayatri M Doctor (Member& Independent Director) and Mr. Vipul Thakkar
(Member & Managing Director), the Directors of the Company. As per section 177(8) of
the Companies Act, 2013, the board has accepted all the recommendations of the Audit
committee during the financial year 2022-23. There were 5 Meeting of the Audit Committee
were held during the year under review as follows:
| Sr No. |
Date of Nomination and Remuneration
Committee Meeting |
Total No. of Committee Members as on date
of Meeting |
Total Number of Committee Members Present
as on date of Meeting |
| 1/2022-2023 |
30.05.2022 |
3 |
3 |
| 2/2022-2023 |
10.08.2022 |
3 |
3 |
| 3/2022-2023 |
14.11.2022 |
3 |
3 |
| 4/2022-2023 |
13.02.2023 |
3 |
3 |
| 5/2022-2023 |
18.03.2023 |
3 |
3 |
31. RISK MANAGEMENT POLICY
The company has adopted the Policy for Risk Management during the year
under review.
As per the applicable requirements of the Companies Act, 2013 the risk
management plan of the Company is to ensure sustainable business growth with stability and
to promote a pro-active approach in reporting, evaluating and resolving risks associated
with the business. In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to guide decisions on
risk related issues.
In today's challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the Company are imperative.
The common risks inter alia are: Regulations, competition, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities. Business risk,
inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.
As a matter of plan, these risks are assessed to control an appropriate
steps are taken to mitigate the same.
32. BOARD EVALUATION
The Companies Act, 2013 states that a formal annual evaluation needs to
be made by the Board of its own performance and that of its committees and individual
directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation
of independent directors shall be done by the entire Board of Directors, excluding the
director being evaluated. The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The Board approved the
evaluation results as collated by the nomination and remuneration committee. None of the
independent directors are due for re-appointment.
33. NOMINATION AND REMUNERATION POLICY
The Company's policy on the appointment and remuneration of Directors
and Key Managerial Personnel provides a framework based on which our human resources
management aligns their recruitment plans for the strategic growth of the Company. The
Nomination and Remuneration policy is provided on the website of the Company.
https://www.silvertouch.com/wp-content/uploads/investors-files/Nomination-and-Remuneration-Policy-01-04_76.pdf
The Composition of Nomination and Remuneration Committee is as follows:
1. Mr. Ronak Shah- Committee Chairman
2. Mr. Harivadan Thaker- Member
3. Dr. Gayatri Doctor- Member
During the year under review there were 2 (Two) meeting of the Members
of Nomination and Remuneration Committee were held as follows:
| Sr No. |
Date of Nomination and Remuneration
Committee Meeting |
Total No. of Committee Members as on date
of Meeting |
Total Number of Committee Members Present
as on date of Meeting |
| 1/2022-2023 |
16.05.2022 |
3 |
3 |
| 2/2022-2023 |
10.08.2022 |
3 |
3 |
34. CORPORATE GOVERNANCE, DISQUALIFICATION CERTIFICATION AND ANNUAL
SECRETARIAL
COMPLIANCE REPORT:
Corporate Governance Report is Forming part of the Board's Report
as Annexure-E.
35. VIGIL MECHANISM
Company has in place vigil mechanism pursuant to provisions of Section
177(9) of the Companies Act, 2013.
36. LISTING OF SECURITY
Company shares were listed on main Board of both recognized Stock
Exchanges in India Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).
37. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under Regulation
34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 forms an integral part of this report, and provides the Company's
current working and future outlook.
38. DISCLOSURE ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standard as
prescribed by the Institute of Company Secretaries of India and notified by the Central
Government from time to time.
39. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from the shareholders, financial institutions,
bankers and other business constituents and various Government Organizations during the
year under review. Your Directors also wish to place on record their deep sense of
appreciation for the commitment by all officers and staff for their continued support
during the year.
| Regd. Office: |
| 2nd Floor, Saffron Tower, Nr. Panchwati Circle, |
| Ambawadi, Ahmedabad-380006 |
| Phone: + 91 79 4002-2770/1/2/3/4 |
| Website: www.silvertouch.com |
| Email Id: info@silvertouch.com |
| Place: Ahmedabad |
| Date: 14/08/2023 |
| For and Behalf of the Board |
| For, Silver Touch Technologies Limited |
| S/d |
| Vipul Thakkar |
| (Chairman & Managing Director) |
| (DIN: 00169558) |
|