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Eiilitren Valley: Infetetrh

The document provides the notice for the 35th Annual General Meeting of Silicon Valley Infotech Limited to be held on 27th September 2018. The notice includes the ordinary business to be transacted which are adoption of financial statements, appointment of director and ratification of statutory auditors.

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0% found this document useful (0 votes)
57 views69 pages

Eiilitren Valley: Infetetrh

The document provides the notice for the 35th Annual General Meeting of Silicon Valley Infotech Limited to be held on 27th September 2018. The notice includes the ordinary business to be transacted which are adoption of financial statements, appointment of director and ratification of statutory auditors.

Uploaded by

omkarsonawane517
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 69

EiILItrEN VALLEY INFETEtrH LIMITED

10, PRTNCEP STREEI 2ND FLOOR, KOLKATA - 7O0 072


Phone : 4002-2880 * Fax : (033)2237-9053
*
E : info@siliconvalleyinfo. net W: www. siliconvalleyinfo. net
CIN : 11531 1W81993P1C061312

Dated: 15.10.2018

The Secretary The Asst. General Managet - Listing


Thc Calcr.rtta Stock Exchange Ltd. The National Stock Exchange of India Ltd.
7, Lvons Range Plot No. C/1, Block-G
I{olkata - 700 001 Bandra l(uda Complex
Bandra (E)
Mumbai - 400 051

Thc \:sr. General Manager


Department of Corporate Services
BSt-. Ltd.
25'r' Fkror, Phiroz Jeejeeboy Towets
Dalrl Sur cr, Mumbai - 400 001

Dear Su'/ Madam,

Sub: Submission ofAnnual Reoort fot the frnancial vear 2017-2018

Pursuar.rt to Regulation 34 of SEBI (-isting ObLigations & Disclosure Requirements)


Reguladons, 2015, please find enclosed herewith a copy of Annual Repot for the financial
year 201 7-2018.

This is for your information & record.

t h,.nl,mg you.

Yours faithfully,

For Silicon Valley Infotech Limited

S--X"-t v*--,^ J*
Santosh Kumat Jain
(Managing Ditector)
DIN: 00174235
SILICON VALLEY INFOTECH LIMITED

THIRTY-FIFTH ANNUAL REPORT


2017-2018

BOARD OF DIRECTORS SHRI SANTOSH KUMAR JAIN


- Managing Director
SHRI TAPOSH KUMAR MULLICK
SHRI RAMEN CHATTERJEE
SMT. KRISHNA BANERJEE
SHRI DINABANDHU GANGULY

CHIEF FINANCIAL OFFICER SHRI GAUTAM SAHA

COMPANY SECRETARY MS. TRUPTI UPADHYAY

AUDITORS M/s. DEOKI BIJAY & CO.


Chartered Accountants

BANKERS CANARA BANK


HDFC BANK

REGISTERED OFFICE 10, PRINCEP STREET


2ND FLOOR
KOLKATA - 700 072
Phone : (033) 4002-2880
Fax : (033) 2237-9053
info@siliconvalleyinfo.net
E-mail :
silivally@gmail.com
Website : www.siliconvalleyinfo.net
CIN : L15311WB1993PLC061312

REGISTRARS & SHARE MAHESHWARI DATAMATICS PVT. LTD.


TRANSFER AGENTS 23, R. N. MUKHERJEE ROAD,
5TH FLOOR, KOLKATA - 700 001
Phone : (033) 2243-5029, 2248-2248
Fax : (033) 2248-4787
Email : mdpldc@yahoo.com
Silicon Valley Infotech Limited 2017-2018

NOTICE

NOTICE is hereby given that the Thirty-Fifth Annual General Meeting of the Company will be held on
Thursday, 27th day of September, 2018 at 10.30 a.m. at the “Somani Conference Hall” Merchants Chamber
of Commerce, 15B, Hemanta Basu Sarani, Kolkata - 700001 to transact the following business :

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial
year ended 31st March, 2018 together with the reports of the Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Shri Santosh Kumar Jain (DIN: 00174235), who retires by rotation
and being eligible, offers himself for re-appointment.

3. To dispense with the requirement of ratification of the appointment of M/s. Deoki Bijay & Co.,
Chartered Accountants (Firm Registration No. 313105E), Statutory Auditors of the Company.

Registered Office : By the order of the Board


10, Princep Street, For Silicon Valley Infotech Limited
2nd Floor,
Kolkata - 700 072 Trupti Upadhyay
Company Secretary
Date : 13th August, 2018

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Silicon Valley Infotech Limited 2017-2018

NOTES :
1. A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a
proxy to attend and vote instead of himself/herself and the proxy need not be a Member of the
Company. Proxies, in order to be effective, must be received at the Registered Office of the
Company at 10, Princep Street, 2nd Floor, Kolkata - 700 072, not less than forty-eight hours
before the commencement of the Annual General Meeting. A person can act as proxy on behalf of
members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total
share capital of the Company. As per Secretarial Standard 2, the Proxy-holder are requested to bring
valid identity proofs (viz, PAN Card, Voter ID Card, Passport, Aadhar Card etc.) at the venue of the
meeting for identification.
2. Corporate members intending to send their authorized representatives to attend the Annual General
Meeting are requested to send to the Company a certified true copy of the Board Resolution authorizing
their representative to attend and vote on their behalf at the Meeting.
3. Notice of Annual General Meeting is being sent to all the Members, whose names appear in the
Register of Members/list of Beneficial Owners as received from Depositories on 3rd August, 2018.
Any member who acquire shares and became Member after dispatch of Notice and Annual Report
may obtain the same from Company website: www.siliconvalleyinfo.net or may request for a copy of
the same by writing to the Company at info@siliconvalleyinfo.net/silivally@gmail.com or Registrar
and Share Transfer Agent (‘Registrar’) at mdpldc@yahoo.com .
4. Members are requested to bring their attendance slip along with their copy of Annual Report to the
Annual General Meeting. Members holding shares in dematerialised form are requested to bring their
supporting evidence in repsect of their Client ID & DP ID Nos. for easier identification of the attendance
at the meeting.
5. In case of joint holders attending the meeting, only such joint holder who is higher in order of names
will be entitled to vote.
6. Members holding shares in electronic form are requested to intimate immediately any change in their
address or bank mandates to their Depository Participants with whom they are maintaining their
demat accounts. Members holding shares in physical form are requested to advise any change in
their address or bank mandates immediately to the Registrar.
7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent
Account Number (PAN) by every participant in securities market. Member holding shares in electronic
form are, therefore, requested to submit the PAN to their Depository Participants with whom they are
maintaining their demat accounts. Members holding shares in physical form can submit their PAN
details to the Company/Registrar.
8. Members holding shares in the physical form and desirous of making/changing nomination in respect
of their shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013 and
Rules made there under are requested to submit the prescribed Form No. SH-13 and SH-14, as
applicable for this purpose to the Company’s Registrar, who will provide the Form on request.
9. Equity shares of the Company are under compulsory demat trading by all investors. Considering the
advantage of scripless trading, members are encouraged to consider dematerialisation of their
shareholding so as to avoid inconvenience in future.
10. Members are requested to inform their correct email address, if any to the Depositories (if shares held
in demat form) and to our Registrar (if shares are held in physical form) in compliance of Green
Initiative circular no. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 issued by Ministry of
Corporate Affairs to facilitate the Company to send notice/document through e-mail.

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Silicon Valley Infotech Limited 2017-2018

11. Members holding shares in multiple folios are requested to submit their application to Registrar for
consolidation of folios into single folio.
12. Members seeking any information with regard to the Accounts are requested to write to the Company
at an early date so as to enable the management to keep the information ready.
13. Additional information pursuant to Regulation 36(3) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 pertaining to the Directors being appointed/re-appointed at the Annual
General Meeting, forms integral part of the notice.
14. Relevant documents referred to in the accompanying Notice are open for inspection by the members
at the registered office of the Company on all working days, during business hours up to the date of
the Annual General Meeting.
15. The Register of Members and Share Transfer Books of the Company will remain closed from Friday,
21st September 2018 to Thursday, 27th September 2018 (both days inclusive).
16. Process and Manner for Members opting to vote through electronic means :
I. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management & Administration) Rules, 2014 as ammended , Regulation 44 of the Listing
Regulations and any other applicable provisions, if any, the Company is pleased to provide members
facility to exercise their right to vote using an electronic voting system from a place other than the
venue of the AGM (“remote e-voting”) at the 35th Annual General Meeting (AGM) and the business
may be transacted through remote e-voting services provided by Central Depository Services (India)
Limited (CDSL). It is hereby clarified that it is not mandatory for member to vote using the remote e-
voting facility, and member may avail of the facility at his/her/its discretion. The instructions for e-
voting are as under :
(i) Log on to the e-voting website www.evotingindia.com
(ii) Click on “Shareholders” tab.
(iii) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the
Company.
(iv) Next enter the Image Verification as displayed and Click on Login.
(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier voting of any company, then your existing password is to be used.
(vi) However, If you are a first time user, follow the steps given below :
For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Details or Date recorded in your demat account or in the company records in order to login.
of Birth #

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Silicon Valley Infotech Limited 2017-2018

* Members who have not updated their PAN with the Company/Depository Participant are
requested to enter in the PAN field the first two letters of their name and 8 digit (including zeros)
sequence number communicated to you. In case the sequence number is less than 8 digits
enter the applicable number of 0’s before the number after the first two characters of the name
in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field.
# In case both the details are not recorded with the depository or company please enter the
member id / folio number in the Dividend Bank details field.
(vii) After entering these details appropriately, click on “SUBMIT” tab.
(viii) Members holding shares in physical form will then reach directly the Company selection screen.
However, members holding shares in demat form will now reach ‘Password Creation’ menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions
of any other company on which they are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(x) Click on the EVSN for the relevant <SILICON VALLEY INFOTECH LIMITED> on which you
choose to vote.
(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies
that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation
box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote,
click on “CANCEL” and accordingly modify your vote.
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option
on the Voting page.
(xvi) If a demat account holder has forgotten the login password then Enter the User ID and the
image verification code and click on Forgot Password & enter the details as prompted by the
system.
(xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android
based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows
phone users can download the app from the App store and Windows Phone Store respectively.
Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xviii) Note for Institutional Shareholders & Custodians
 Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to
https://www.evotingindia.com and register themselves as Corporates.
 They should submit a scanned copy of the Registration Form bearing the stamp and sign of
the entity to helpdesk.evoting@cdslindia.com.
 After receiving the login details a Compliance User should be created using the admin login
and password. The Compliance User would be able to link the account(s) which they wish to
vote on.

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Silicon Valley Infotech Limited 2017-2018

 The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval


of the accounts they would be able to cast their vote.
 They should upload a scanned copy of the Board Resolution and Power of Attorney (POA)
which they have issued in favour of the Custodian, if any, in PDF format in the system for
the scrutinizer to verify the same.
(xix) The voting period begins on Monday, 24th September, 2018 at 9.00 a.m. and ends on Wednesday,
26th September, 2018 at 5.00 p.m. During this period shareholder’s of the Company, holding
shares either in physical form or in dematerialized form, as on the cut-off date of 20th September,
2018, may cast their vote electronically. The e-voting module shall be disabled by CDSL for
voting thereafter.
(xx) Any person who acquired shares and became Member after dispatch of Notice of 35th AGM and
holds shares as of the cut-off date of 20th September, 2018 may obtain the login ID and password
for remote e-voting by sending a request to the Company’s RTA at mdpldc@yahoo.com
(xxi) A facility for voting through Ballot paper is made available at the AGM venue and the Members
attending the meeting who have not cast their vote by remote e-voting can exercise their right
during the meeting on 27th September, 2018 between 10.30A.M. till the conclusion of the meeting.
For abundant clarity, please note that Members who have already cast their vote by remote e-
voting prior to the meeting date may also attend the meeting but shall not be entitled to cast
their vote again. However, in case members cast their vote exercising both options i.e., physical
and remote e-voting, then vote casted through e-voting shall only be taken into consideration
and treated as valid whereas vote casted physically at the meeting shall be treated as invalid.
(xxii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section
or write an email to helpdesk.evoting@cdslindia.com.
II. The voting rights of the shareholders shall be in proportion to their shares of the paid-up equity share
capital of the Company as on the cut-off date of 20th September, 2018.
III. Mr. Atul Kumar Labh (C.P. No. 3238, Membership No. FCS 4848) of A. K. Labh & Co., Practicing
Company Secretaries has been appointed as Scrutinizer to scrutinize the remote e-voting and voting
process to be carried out at the AGM in a fair and transparent manner.
IV. The Scrutinizer shall within forty eight hours from the conclusion of meeting unblock the votes cast
through remote e-voting, after counting the votes cast at the meeting in the presence of at least two
witnesses not in employment of the Company and make a consolidated scrutinizer’s report of the
votes cast in favour or against, if any, and forward to the Chairman of the AGM who shall countersign
the same and declare the Results of the voting forthwith and the resolutions will be deemed to be
passed on the AGM date subject to receipt of the requisite numbers of votes in favour of the resolutions.
V. The consolidated results declared along with the Scrutinizer’s report shall be placed on the Company’s
website and on the website of CDSL. The results will also be communicated to the Stock Exchanges
where shares of the Company are listed.

Registered Office : By the order of the Board


10, Princep Street, For Silicon Valley Infotech Limited
2nd Floor,
Kolkata - 700 072 Trupti Upadhyay
Company Secretary
Date : 13th August, 2018

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Silicon Valley Infotech Limited 2017-2018

Additional Information of the Directors seeking appointment/re-appointment at the Annual General


Meeting in pursuance of Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 :

Name of the Director Shri Santosh Kumar Jain

DIN 00174235

Date of Birth 13th January, 1954

Date of Appointment 2nd December, 2006

Qualification Chartered Accountant

Expertise in specific Shri Jain is having a vide


functional area experience in corporate and
finance matters.

Directorship of other public ATN International Limited


companies (*)(31.03.2017) Aastha Broad Casting Network Limited

Chairman/Membership in Member in Audit Committee &


the Committees of other Stakeholder Relationship
public companies (**) Committee of –
ATN International Ltd.
Aastha Broad Casting Network Limited

Shareholding in Equity
Shares of the
Company and %
of holding —

(*) Excluding directorship held in private limited/foreign companies and Companies registered under
Section 8 of Companies Act, 2013.
(**) Audit Committee & Stakeholders Relationship Committee are considered.

Route map of the Venue of the Annual General Meeting is appended below :

BSNL Telephone Bhawan BBD Bag Birla House


BB D
Bag
ce

RNM
s Pla

MCC Chamber of ukhe


rjee
Commerce & Industry Road
Cros
Red

Manglam Building

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Silicon Valley Infotech Limited 2017-2018

DIRECTORS' REPORT
Dear Shareholders
Your Directors have pleasure in presenting the Thirty-Fifth Annual Report of the Company together with the
Audited Accounts for the year ended 31st March, 2018.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company, for the year under review are given below :

Particulars Year ended Year ended


31.03.2018 31.03.2017
(Rs.) (Rs.)

Profit/(Loss) before Exceptional and Extraordinary


Items and Tax (18,40,775) (52,20,477)

Exceptional Items — —

Profit/(Loss) before Extraordinary Items and Tax (18,40,775) (52,20,477)

Extraordinary Items — —

Profit/(Loss) before Tax (18,40,775) (52,20,477)

Tax Expense :
- Current Tax — —

Profit/(Loss) for the period (18,40,775) (52,20,477)

2. DIVIDEND & RESERVE


In view of the loss incurred during the year under review, the Board of Directors did not recommend
any dividend for the financial year ended 31st March, 2018.
During the year under review, no amount was transferred to Reserve.
3. PERFORMANCE REVIEW
During the year, the Company has incurred loss of Rs. 18,40,775/-. The performance of the Company
has not been up to the expectation due to high volatility in the market but has been improved since
last year. Your Directors are making all efforts to improve the performance of the Company in future.
4. CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year ended
31st March, 2018.
5. SHARE CAPITAL
The paid up equity capital as on March 31, 2018 was Rs. 1296.80 Lakhs. During the year under
review, the Company has neither issued shares with differential voting rights nor has granted stock
options or sweat equity.
6. SUBSIDIARY/JOINT VENTURE/ASSOCIATE
The Company does not have any Subsidiary/Joint Venture/Associate.

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Silicon Valley Infotech Limited 2017-2018

7. LISTING OF EQUITY SHARES


The Equity Shares of your Company are presently listed on three Indian Stock Exchanges viz.
National Stock Exchange (NSE), Bombay Stock Exchange (BSE) and Calcutta Stock Exchange
(CSE). The reason for suspension of shares of the Company from trading in NSE and CSE has not
been communicated and your directors are taking necessary steps for the same.
Listing fees for the financial year 2018-19 have been paid to Stock Exchanges. The Company has
also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in
dematerialized mode with them for the year 2018-2019.
8. DEPOSITS
During the year under review, your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
as amended from time to time.
9. LOANS, GUARANTEES AND INVESTMENTS
Pursuant to Section 186(11) of the Companies Act, 2013, your Company being the Non-Banking
Financial Company are exempted from disclosure in the Annual Report.
10. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act, 2013 regarding Corporate Social Responsibilities are not
applicable to the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Articles of Association of the Company and provisions of the Companies
Act, 2013, Shri Santosh Kumar Jain (DIN: 00174235) retire by rotation and being eligible offer himself
for re-appointment.
Brief resume of Director seeking appointment/re-appointment in pursuance of Regulation 36(3) of
SEBI (LODR) Regulations, 2015 form part of the Notice of 35th Annual General Meeting of the
Company.
The Board recommends their appointment/re-appointment for the approval of the members.
Ms. Trupti Upadhyay is appointed as Company Secretary and Compliance Officer of the Company
w.e.f 10th November, 2017.
All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149 (6) of the Act and Regulation 16(1)(b) of SEBI (LODR) Regulations,
2015.
12. BOARD EVALUATION
Pursuant to the provisions of the Act and SEBI (LODR) Regulations, 2015, the Board has carried
out an evaluation of its own performance, performance of the Directors as well as the evaluation of
the working of its committee(s).
The performance evaluation of the Independent Directors was carried out by the entire Board,
excluding the Director being evaluated. The performance evaluation of the Managing Director and
Non Independent Director was carried out by the Independent Directors at their meeting without the
attendance of Non-Independent Directors and members of the management. The Directors were
satisfied with the evaluation results.
13. NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year 2017-2018 forms
part of Report on Corporate Governance.

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Silicon Valley Infotech Limited 2017-2018

14. NOMINATION & REMUNERATION POLICY


The Board of Directors has framed a policy which lays down a framework in relation to remuneration
of Directors, Key Managerial Personnel and other employees of the Company. This Policy has also
laid down the criteria for determining qualifications, positive attributes, independence of Director and
Board diversity and criteria for evaluation of Board, its Committee and individual Directors. The policy
is stated in the Report on Corporate Governance.
15. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a mechanism called “Whistle Blower Policy” for Directors and employees to report
genuine concerns or grievances. The policy is available on the website of the Company
(www.siliconvalleyinfo.net).
16. RISK MANAGEMENT POLICY
The Company has a Risk Management Policy in accordance with the provisions of the Act and
SEBI (LODR) Regulations, 2015, which provides a mechanism for risk assessment and mitigation.
At present the Company has not identified any element of risk which may threaten the existence of
the Company.
17. INTERNAL FINANCIAL CONTROL
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 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.
18. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors has in place Internal Complaint Committee to review the cases filed pursuant to Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and further
state that, there were no cases reported in respect to above mentioned Act.
19. RELATED PARTIES TRANSACTION
All related party transactions that were entered into during the financial year were in the ordinary
course of the business and were on arm’s length basis. Thus disclosure in Form AOC-2 is not
required. Further there were no materially significant related party transactions entered by the company
with Promoters, Directors, Key Managerial Personnel or other persons which may have potential
conflict with interest of the company. The policy on Related Party transaction as approved by Board
of Directors has been uploaded on the website of the Company. The web link of the same is
www.siliconvalleyinfo.net.
Details of the transactions with Related Parties are provided in the accompanying financial
statements.
20. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
During the year, there are no significant and material order passed by the Regulators/Courts which
would impact the going concern of the Company and its future operation.
21. DIRECTOR’S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that :

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Silicon Valley Infotech Limited 2017-2018

i) in the preparation of the annual accounts, the applicable accounting standards have been
followed.
ii) the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 or loss
of the Company for the year under review.
iii) 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.
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 the company and that
such internal financial controls are adequate and were operating effectively.
vi) the directors had devised proper system to ensure compliance with the provisions of all applicable
laws and that such system were adequate and operating effectively.
22. AUDITORS’ REPORT/SECRETARIAL AUDIT REPORT
The Directors against the observation made by the Auditors as qualified opinion in Audit Report,
would like to state that the windmill together with the land has been auctioned by M/s Rural
Electrification Co. Ltd, which has been challenged by the Company before the Appellate Authority
and the petition has been under hearing, Since the auction of windmill together with the land itself
has been challenged, the same has not given effect to, as the matter is pending before the Appellate
Authority.
Further, in respect of deposit of Rs. 100 lacs as per Delhi High Court, the same are deposited in an
Escrow Account, which was subjected to refund in case no mutual settlement could be possible
between the company and REC. As such the same has been shown separately and not adjusted
with Loan amount.
With regards to, qualification No. 2. vide Order of Ld. Presiding Officer, DRT, the listed equity
shares of the Company lying in Demat Account, were transferred in demat a/c of REC and REC
sold part of the shares. On receipt of details of sale of shares by REC, the Company made necessary
accounting entries. Further, the balance shares lying in demat a/c of REC, has been shown under
the head investment and shall be accounted for as and when the same are sold in the market and
details are submitted before the Recovery officer, DRT.
The observation made in the Auditors' Report read together with relevant notes thereon are self
explanatory other than mentioned above and hence, do not call for any further comments under
Section 134 of the Companies Act, 2013.
The observation made in the Secretarial Audit Report is self explanatory and hence, do not call for
any further comments.
23. AUDITORS
• Statutory Auditors
M/s. Deoki Bijay & Co., Chartered Accountants were appointed as Statutory Auditors of the Company
at the Annual General Meeting held on 30th September, 2016, for a term of three consecutive years.
After notification of Section 40 of the Companies (Amendment) Act, 2017 (w.e.f. 07th May, 2018)
pertaining to an amendment in Section 139 of the Companies Act, 2013; the appointment of Statutory
Auditors shall no longer required to be ratified by shareholders at every AGM. Accordingly, the
Statutory Auditors of the Company continue to be appointed in this AGM.

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Silicon Valley Infotech Limited 2017-2018

• Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had
appointed M/s. N. Purohit & Associates, Company Secretaries in Practice in place of M/s. B. K.
Barik & Associates, a firm of Company Secretaries in Practice who has resigned, to undertake the
Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report
is annexed herewith as Annexure I.
• Internal Auditor
M/s. Dash & Associates., Chartered Accountants performs the duties of internal auditors of the
company for the year ended 31st March, 2018.

24. EXTRACT OF ANNUAL RETURN


Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and
Administration) Rules, 2014, the extract of Annual Return in form MGT - 9 is annexed herewith as
Annexure II.

25. MATERIAL CHANGES


There have been no material changes and commitments affecting the financial position of the
company, which have occurred since 31st March 2018, being the end of the Financial Year of the
Company to which financial statements relate and the date of the report.

26. FOREIGN EXCHANGE


During the period under review there was no foreign exchange earnings or out flow.
27. STATUTORY INFORMATION

Since the Company does not own any manufacturing facility, requirement regarding the disclosure
of particulars of conservation of energy and technology absorption prescribed by the rules is not
applicable.

28. PARTICULARS OF EMPLOYEES


The Company had no employee who was in receipt of more than Rs. 1.02 crores per annum during
the year ended 31st March, 2018 or of more than Rs. 8.5 Lakhs per month during any part thereof.
However the information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 has been furnished below :
Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended has been listed below :
i. the percentage increase in remuneration of Chief Financial Officer in the financial year as compared
with last financial year : 8.47%

ii. the number of permanent employees on the rolls of company : 10


It is hereby affirmed that the remuneration paid to the employees of the Company is as per the
remuneration policy of the company.

Information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial

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Silicon Valley Infotech Limited 2017-2018

Personnel) Rules, 2014 as amended displaying the names of the top ten employees in terms of
remuneration drawn during the year :

Sl. Name of Employee Designation Remuneration


No. Gross (In Rs.)
1. Gautam Saha CFO 4,28,312
2. Trupti Upadhyay (appointed CS 1,82,886
w.e.f 10.11.2017)
3. Arun Nath Stock Market Executive 3,97,251
4. Tarashankar Chatterjee Senior Accountant 3,00,399
5. Prakash Chandra Shukla Finance Executive 2,30,119
6. Shyam Sunder Chatterjee HR Department Head 2,54,075
7. Kamal Kanti Bakhandi Secretarial 2,12,399
Department Assistant
8. Pranab Chakraborty Accounts Assistant 1,73,981
9. Kaushal Singh Office Assistant 1,51,119
10. Prasanta Santra Office Assistant 1,32,835

29. EMPLOYER EMPLOYEE RELATIONSHIP


The Company has maintained a cordial relationship with its employees, which resulted in smooth
flow of business operations during the year under review.
30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per the Listing Regulations, the Company has implemented the Code on Corporate Governance.
The Corporate Governance compliance certificate obtained from the Auditors of the Company is
attached to Report on Corporate Governance.
The Management Discussion and Analysis Report and the Report on Corporate Governance forms
an integral part of this report. The Board members and Senior management personnel have confirmed
compliance with the Code of conduct.
31. ACKNOWLEDGEMENTS
Your Directors acknowledge the support and owe a debt of gratitude to the Members, Investors,
Consultants & Bankers. Your Directors’ also place on record their sense of appreciation for the
valuable contribution made by the employees of the Company.

On behalf of the Board of Directors


Registered Office :
For Silicon Valley Infotech Limited
10, Princep Street
2nd Floor
Kolkata - 700 072 Santosh Kumar Jain Ramen Chatterjee
Managing Director Director
Dated : 13th August, 2018 DIN No. 00174235 DIN No. 00402873

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Silicon Valley Infotech Limited 2017-2018

Annexure I to the Directors' Report


Form No. MR - 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members,
M/s. SILICON VALLEY INFOTECH LIMITED
10, Princep Street, 2nd Floor,
Kolkata - 700072

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the
adherence to good corporate practice by M/s. SILICON VALLEY INFOTECH LIMITED (hereinafter called
the “Company”). Secretarial Audit was conducted in a manner that provided a reasonable basis for
evaluating the corporate conduct/ statutory compliance and expressing our opinion thereon.

Based on our verification of the M/s. SILICON VALLEY INFOTECH LIMITED, books, papers, minute
books, forms, and returns filed and other records maintained by the company and also the information
provided by the company, its officers, agents and authorized representatives during the conduct of
secretarial audit, we hereby report in our opinion that the company has during the audit period covering
the financial year ended on 31st March, 2018 complied with all the statutory provisions listed hereunder
and also that the company has proper Board-process and compliance-mechanism in place to the extent,
in the manner and subject to the reporting made hereinafter;

We have examined the books, papers, minute books, forms and returns filed and other records maintained
by M/s. SILICON VALLEY INFOTECH LIMITED (“the Company”), for the financial year ended on 31st
March, 2018 according to provision of :-

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’) :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992
and The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements)
Regulations, 2015.

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Silicon Valley Infotech Limited 2017-2018

(v) The regulations made by the Reserve Bank of India (under the Reserve Bank Act, 1934) with regard
to Non-Banking Financial Companies (“NBFC”).

We also examined compliance with the applicable clauses of the following :-

(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings
(SS-2) issued by The Institute of Company Secretaries of India, effective from July 1, 2015 which
was revised w.e.f. October 1, 2017.

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 including any amendments occurred time and again;.

During the period under review the Company has complied with the provision of the Act, Rules, Regulations,
Guidelines, Standards etc mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in composition of the Board of Directors
that took place during the period under review were carried out in compliance with the provisions of the
Companies Act and Listing Regulations.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.

We further report that we have been given to understand by the Management that there were
no prosecution notices received by the Company, no penalty imposed on the Company during
the year.

We further report that there are adequate systems and processes in the company commensurate with
the size and operations of the company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.

For N. PUROHIT & ASSOCIATES


Practising Company Secretaries
Narendra Purohit
Place : Kolkata Practising Company Secretary
Date : 28.05.2018 ACS : 32133, C.P. No. 12524

This report is to be read with our letter of even date which is annexed as Annexure-A and forms
an integral part of this report.

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Silicon Valley Infotech Limited 2017-2018

Annexure - A

The Members,
M/s. SILICON VALLEY INFOTECH LIMITED
10, Princep Street, 2nd Floor,
Kolkata - 700072

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company.


Our responsibility is to express an opinion on these Secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification
was done on test basis to ensure that correct facts are reflected in Secretarial records.
We believe that the processes and practices, we followed provide a reasonable basis for
our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books
of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance
of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,
standards is the responsibility of management. Our examination was limited to the verification
of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company
nor of the efficacy or effectiveness with which the management has conducted the affairs
of the Company.

For N. PUROHIT & ASSOCIATES


Practising Company Secretaries
Narendra Purohit
Place : Kolkata Practising Company Secretary
Date : 28.05.2018 ACS : 32133, C.P. No. 12524

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Silicon Valley Infotech Limited 2017-2018

Annexure II to the Directors' Report

FORM NO. MGT - 9


EXTRACT OF ANNUAL RETURN
as on financial year ended on 31.03.2018
of
SILICON VALLEY INFOTECH LIMITED
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management & Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS :

i) CIN L15311WB1993PLC061312
ii) Registration Date 31/12/1993
iii) Name of the Company SILICON VALLEY INFOTECH LIMITED
iv) Category / Sub-Category of the Company COMPANY LIMITED BY SHARES
v) Address of the Registered office 10, PRINCEP STREET, 2ND FLOOR
and contact details KOLKATA - 700072
PHONE : 033-40022880
EMAIL ID : info@siliconvalleyinfo.net /
silivally@gmail.com
vi) Whether listed company YES
vii) Name, Address and Contact details of MAHESHWARI DATAMATICS PVT. LTD.
Registrar and Transfer Agent 23, R. N. MUKHERJEE ROAD
5TH FLOOR, KOLKATA - 700001
PHONE : 033-2243-5029, 2248-2248
FAX : 033-2248-4787
EMAIL ID : mdpldc@yahoo.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the business activities contributing 10% or more of the total turnover of the company shall be stated :

Sl. Name & Description of main products/services NIC Code of the % to total turnover
No. Product / service of the company

1 Sale of Shares 64990 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sl. Name & Address of the CIN/GLN HOLDING/ % OF APPLICABLE


No. Company SUBSIDIARY/ SHARES SECTION
ASSOCIATE HELD

1. N.A. N.A. N.A. N.A. N.A.

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Silicon Valley Infotech Limited 2017-2018

IV. SHAREHOLDING PATTERN (Equity Share Capital Break up as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Demat Physical Total %of Total Demat Physical Total %of Total during
Shares Shares the year
A. Promoters
(1) Indian
a) Individual/ HUF NIL NIL NIL NIL NIL NIL NIL NIL NIL
b) Central Govt. NIL NIL NIL NIL NIL NIL NIL NIL NIL
c) State Govt (s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) Bodies Corp. 3558000 NIL 3558000 2.7437 3558000 NIL 3558000 2.7437 0.0000
e) Banks/FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
f) Any Other.. NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total (A) (1) :- 3558000 NIL 3558000 2.7437 3558000 NIL 3558000 2.7437 0.0000
(2) Foreign
a) NRIs - Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL
b) Other - Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL
c) Bodies Corp. NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
e) Any Other.... NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total (A) (2) :- NIL NIL NIL NIL NIL NIL NIL NIL NIL
Total shareholding of
Promoter (A)=
(A)(1)+(A)( 2) 3558000 NIL 3558000 2.7437 3558000 NIL 3558000 2.7437 0.0000
B. Public Shareholding
1. Institutions
a) Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL
b) Banks/FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
c) Central Govt. NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
e) Venture Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL
f) Insurance Companies NIL NIL NIL NIL NIL NIL NIL NIL NIL
g) FIIs NIL NIL NIL NIL NIL NIL NIL NIL NIL
h) Foreign Venture Capital
Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL
i) Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total (B)(1) :- NIL NIL NIL NIL NIL NIL NIL NIL NIL
2. Non-Institutions
a) Bodies Corp.
i) Indian 52687807 13464000 66151807 51.0116 51803546 13464000 65267546 50.3297 -0.6819
ii) Overseas NIL NIL NIL NIL NIL NIL NIL NIL NIL
b) Individuals
i) Individual shareholders
holding nominal share
capital upto Rs. 1 lakh 36025104 1723078 37748182 29.1087 36061477 1728603 37790080 29.1410 0.0323
ii) Individual shareholders
holding nominal share
capital in excess of
Rs. 1 lakh 10419350 11023000 21442350 16.5348 11509903 11023000 22532903 17.3758 0.8410

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Silicon Valley Infotech Limited 2017-2018

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year %Change
Demat Physical Total %of Total Demat Physical Total %of Total during
Shares Shares the year
c) Others
- Clearing Member 283861 NIL 283861 0.2189 223171 NIL 223171 0.1721 -0.0468
- NRI 493800 NIL 493800 0.3808 306300 NIL 306300 0.2362 -0.1446
- Trusts 2000 NIL 2000 0.0015 2000 NIL 2000 0.0015 0.0000
Sub-total (B)(2) :- 99911922 26210078 126122000 97.2563 99906397 26215603 126122000 97.2563 0.0000
Total Public Shareholding
(B) = (B)(1) + (B)(2) 99911922 26210078 126122000 97.2563 99906397 26215603 126122000 97.2563 0.0000
C. Shares held by Custodian
for GDRs & ADRs NIL NIL NIL NIL NIL NIL NIL NIL NIL
Grand Total (A+B+C) 103469922 26210078 129680000 100.0000 103464397 26215603 129680000 100.0000 NIL

(ii) Shareholding of Promoters :


Sl. Shareholder's Name Shareholding at the Shareholding at the % change
No. beginning of the year end of the year in share
holding
No. of % of total % of shares No. of % of total % of shares
during
shares shares pledged / shares shares pledged /
the year
of the encumbered of the encumbered
company to total company to total
shares shares
1. Sheetal Farms Limited 3412000 2.6311 NIL 3412000 2.6311 NIL NIL

2. Blue Chip India Limited 141000 0.1087 NIL 141000 0.1087 NIL NIL

3. Niharika India Limited 5000 0.0039 NIL 5000 0.0039 NIL NIL

TOTAL 3558000 2.7434 NIL 3558000 2.7434 NIL NIL

(iii) Change in Promoters' Shareholding (please specify, if there is no change) :

Sl. Shareholding at the Cumulative Shareholding


No. beginning of the year during the year
No. of % of total No. of % of total
shares shares of shares shares of
the company the company
1. BLUE CHIP INDIA LIMITED
At the beginning of the year 141000 0.1087 141000 0.1087
Date wise Increase/ Decrease in Promoters NIL NIL NIL NIL
Share holding during the year specifying
the reasons for increase/decrease (e.g.
allotment/transfer/bonus/ sweat equity etc):
At the End of the year 141000 0.1087 141000 0.1087
2. NIHARIKA INDIA LIMITED
At the beginning of the year 5000 0.0039 5000 0.0039
Date wise Increase/ Decrease in Promoters NIL NIL NIL NIL
Share holding during the year specifying
the reasons for increase/decrease (e.g.
allotment/transfer/bonus/ sweat equity etc):
At the End of the year 5000 0.0039 5000 0.0039

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Silicon Valley Infotech Limited 2017-2018

3. SHEETAL FARMS LIMITED


At the beginning of the year 3412000 2.6311 3412000 2.6311
Date wise Increase/ Decrease in Promoters NIL NIL NIL NIL
Share holding during the year specifying
the reasons for increase/decrease (e.g.
allotment/transfer/bonus/ sweat equity etc):
At the End of the year 3412000 2.6311 3412000 2.6311

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs) :

Sl. For Each of the Top 10 Shareholding at the Date Reason Increase/Decrease in Cumulative shareholding
No. Shareholders beginning of the year Shareholding during the year
No. of % of total No. of % of total No. of % of total
Shares shares Shares shares Shares shares
of the of the of the
Company Company Company

1. Globe Soya Products Ltd. 1397000 1.0773 — — — — 1397000 1.0773


2. Harish Chander Sharma 1825716 1.4079 — — — — 3650000 2.8146
14.04.2017 Transfer 661408 0.5100 2487124 1.9179
09.06.2017 Transfer 11000 0.0085 2498124 1.9264
23.06.2017 Transfer 88920 0.0686 2587044 1.9949
30.06.2017 Transfer 1124 0.0009 2588168 1.9958
10.11.2017 Transfer 1190 0.0009 2589358 1.9967
31.03.2018 At the 2589358 1.9967 2589358 1.9967
end of
the year
3. Hanurang Projects
Private Limited 3557086 2.7430 — — — — 3557086 2.7430
4. Ospray Commercial Limited 3500000 2.6990 — — — — 3500000 2.6990
5. Bahubali Properties Limited 8970947 6.9178 — — — — 8970947 6.9178
6. Bullpower Vyapar Limited 3005080 2.3173 — — — — 3005080 2.3173
7. Divya Dealers Limited 4005470 3.0887 — — — — 4005470 3.0887
8. Hungerford Consultants
Private Limited 12369896 9.5388 — — — — 12369896 9.5388
9. Suryasakti Advisory
Private Limited 3517655 2.7126 — — — — 3517655 2.7126
10. Arissan Energy Limited 3954511 3.0494 — — — — 3954511 3.0494
11. CMS Finvest Limited 1682500 1.2974 — — — — 1682500 1.2974
12. ACME Resources Limited 7650000 5.8991 — — — — 7650000 5.8991

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Silicon Valley Infotech Limited 2017-2018

(v) Shareholding of Directors and Key Managerial Personnel : NOT APPLICABLE

Sl. Shareholding at the Cumulative Shareholding


No. beginning of the year during the year
No. of % of total No. of % of total
shares shares of shares shares of
the company the company
1. At the beginning of the year N.A. N.A. N.A. N.A.
Date wise Increase / Decrease in
Share holding during the year N.A. N.A. N.A. N.A.
At the End of the year N.A. N.A. N.A. N.A.

Note : None of the Director and KMP are holding any shares in the Company.

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment :

Particulars Secured Loans Unsecured Deposits Total


excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 27,059,000.00 NIL NIL 27,059,000.00

ii) Interest due but not paid NIL NIL NIL NIL

iii) Interest accrued but not due NIL NIL NIL NIL

Total (i+ii+iii) 27,059,000.00 NIL NIL 27,059,000.00

Change in Indebtedness during the financial year

• Addition NIL NIL NIL NIL

• Reduction NIL NIL NIL NIL

Net Change NIL NIL NIL NIL

Indebtedness at the end of the financial year

i) Principal Amount 27,059,000.00 NIL NIL 27,059,000.00

ii) Interest due but not paid NIL NIL NIL NIL

iii) Interest accrued but not due NIL NIL NIL NIL

Total (i+ii+iii) 27,059,000.00 NIL NIL 27,059,000.00

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Silicon Valley Infotech Limited 2017-2018

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager :

Sl. Particulars of Remuneration Name of Managing Total


No. Director/WTD/Manager Amount
Santosh Kumar Jain - (Rs.)
Managing Director
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of
the Income-tax Act, 1961 NIL NIL
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 NIL NIL
(c) Profits in lieu of salary under section 17(3) Income- tax
Act, 1961 NIL NIL
2. Stock Option NIL NIL
3. Sweat Equity NIL NIL
4. Commission
- as % of profit NIL NIL
- others, specify... NIL NIL
5. Others, please specify NIL NIL
Total (A) NIL NIL
Ceiling as per the Act N.A.

B. Remuneration to other Directors :

Sl. Particulars of Remuneration Name of Directors Total


No. Amount
Ramen Taposh Kumar Krishna Dinabandhu
Chatterjee - Mullick - Banerjee - Ganguly-
Independent Independent Non-Executive Independent
Director Director Director Director
1. Independent Directors
• Fee for attending board
committee meetings NIL NIL — NIL NIL
• Commission NIL NIL — NIL NIL
• Others, please specify NIL NIL — NIL NIL
Total (1) NIL NIL — NIL NIL
2. Other Non-Executive Directors
• Fee for attending board
committee meetings — — NIL — NIL
• Commission — — NIL — NIL
• Others, please specify — — NIL — NIL
Total (2) NIL NIL NIL NIL NIL
Total (B) = (1 + 2) NIL
Total Managerial Remuneration NIL
Overall Ceiling as per the Act N.A.

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Silicon Valley Infotech Limited 2017-2018

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD :

Sl. Particulars of Remuneration Total


No. Key Managerial Personnel (Rs.)
Trupti Upadhyay – Goutam Saha -
Company Secretary CFO
(Appointed w.e.f.
10.11.2017)
1 Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income Tax Act, 1961 1,82,886 4,28,312 6,11,198
(b) Value of perquisites u/s 17(2) of the Income
Tax Act, 1961 NIL NIL NIL
(c ) Profits in lieu of salary under section 17(3)
of the Income Tax Act, 1961 NIL NIL NIL
2 Stock option NIL NIL NIL
3 Sweat Equity NIL NIL NIL
4 Commission
- as % of profit NIL NIL NIL
- others (specify) NIL NIL NIL
5 Others, please specify NIL NIL NIL
Total 1,82,886 4,28,312 6,11,198

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES :

Type Section of the Brief Details of Authority (RD/ Appeal made


Companies Act Description Penalty/ NCLT/ Court) if any
Punishment/ (give details)
Compounding
fees imposed

A. COMPANY
Penalty
Punishment N I L
Compounding
B. DIRECTORS
Penalty
Punishment N I L
Compounding
C. OTHER OFFICER IN DEFAULT
Penalty
Punishment N I L
Compounding

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Silicon Valley Infotech Limited 2017-2018

REPORT ON CORPORATE GOVERNANCE


The Company’s shares are listed in National Stock Exchange, Bombay Stock Exchange and Calcutta
Stock Exchange. Accordingly, the Corporate Governance Report for the year 2017-2018, has been prepared
in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”/ “SEBI (LODR) Regulations, 2015”) :-

Para 1. CORPORATE GOVERNANCE PHILOSOPHY

Effective Corporate Governance is how an organization is managed, which includes its culture, structure,
policies and manner in which it deals with its stakeholders and not just mere compliance. It also relates to
processes and systems that direct the resources of the organization and strategies of the management for
maximizing the wealth of the stakeholders. Your Company firmly believes that such practices are founded
upon the core values of transparency, accountability, independence, responsibility and fairness.

Your Company makes best endeavor to implement these core values in all facets of its operations. The
Company continues to follow procedures and practices in conformity with the Code of Corporate Governance
enshrined in the Listing Regulations.

Para 2. BOARD OF DIRECTORS

(i) Composition of the Board :

The Composition of the Board of Directors of the Company consists of qualified executive and non-executive
Directors. The Board comprises of persons who have excelled in their respective areas and have good
standing. All the Directors are above the age of 21 years.

The composition of the Board of Directors as on 31st March, 2018 is given below :-

No. of other
Sr. Executive/
Name of the Director Directorships(+) Committee(++)
No. Non-Executive
Chairman Member
1 Shri Santosh Kumar Jain - Executive 2 2 4
Managing Director

2 Shri Ramen Chatterjee Non-Executive — — —


& Independent

3 Shri Taposh Kumar Mullik Non-Executive — — —


& Independent

4 Smt. Krishna Banerjee Non-Executive 6 — 2

5 Shri Dinabandhu Ganguly Non-Executive


& Independent — — —

(+) Excluding directorship held in private limited/foreign companies and Companies registered under
Section 8 of Companies Act, 2013.
(++) Represents Chairmanship / Membership of the Audit Committee and Stakeholders Relationship
Committee of other companies, in which they are Director.

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Silicon Valley Infotech Limited 2017-2018

(ii) The attendance of the Directors at the Board meetings and the last AGM held are given below :

No. of Meetings Attendance at last


Name of the Director AGM - Held on
Held Attended 25th September, 2017
Shri Santosh Kumar Jain -
Managing Director 5 5 Yes
Shri Ramen Chatterjee 5 5 Yes
Shri Taposh Kumar Mullick 5 5 Yes
Smt. Krishna Banerjee 5 5 Yes
Shri Dinabandhu Ganguly 5 5 Yes

Particulars of the Directors to be appointed/re-appointed at the ensuing Annual General Meeting pursuant
to Regulation 36(3) of SEBI (LODR) Regulations, 2015 is given in the Notice of 35th Annual General
Meeting of the Company.

(iii) Directors’ membership in board/committees of other companies :

As per the Listing Regulations, no director can be a Member in more than 10 (ten) committees or act as
chairman of more than 5 (five) committees across all companies in which he is a Director.

In terms of the Listing Regulations, none of the directors of your Company were Members in more than
10 (ten) committees nor acted as chairman of more than 5 (five) committees across all companies in which
they were Directors. Details of other directorships/committee membership/chairmanship held by them are
given in Para 2(i) above.

(iv) Number of Board meetings held, dates on which held :

As per the Listing Regulations, the Board of Directors must meet at least four times a year, with a maximum
time gap of one hundred and twenty days between any two meetings.

During the financial year 2017-2018, Board met 5 (Five) times on 24.04.2017, 29.05.2017, 10.08.2017,
10.11.2017 and 09.02.2018. The gap between any two Board Meetings did not exceed one hundred and
twenty days.

(v) Familiarisation Programme for Directors :

The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of the Company, etc., through
programme in compliance of Listing Regulations.

The Familiarisation programme for Independent Directors is disclosed on the Company’s website at the
following web link: www.siliconvalleyinfo.net

(vi) Independent Directors’ Meeting :

During the year under review, a separate meeting of Independent Directors of the Company, without the
attendance of Non-Independent Directors and members of the Management, was held on 07th November,
2017, as required under Companies Act, 2013 and Listing Regulations. All Independent Directors were
present at the meeting to review the performance of Non-Independent Directors and the Board as a whole,

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Silicon Valley Infotech Limited 2017-2018

assess the quality, quantity and timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform their duties and discuss
matters pertaining to the Company’s affairs and functioning of the Board and presented their views to the
Managing Director for appropriate action.

Para 3. AUDIT COMMITTEE

(i) Brief description of the terms of reference :

The terms of reference of the Audit Committee cover the matters specified under Part C of Schedule II of
the SEBI (LODR) Regulations, 2015 and provisions of Section 177 of the Companies Act, 2013 read with
The Companies (Meetings of Board and its Powers) Rules, 2014.
The Audit Committee reviews, acts and reports to the Board of Directors with respect to :
a) the appointment of Statutory Auditors of the Company,
b) review and approval of related party transactions,
c) provide Board with additional assurance as to reliability of financial information and statutory
financial statements and as to the adequacy of internal accounting and control systems,

d) it acts as a link between the management, statutory auditors and the Board of Directors,
e) Company’s compliance with the legal and statutory requirements,
f) Such other matters resulting from statutory amendments/modifications from time to time.

(ii) Composition and Name of members :

The Audit Committee, presently, consists of 2 (two) Independent Members. The following directors are the
present Members of the Committee :

Name of the Members Designation Nature of Membership

Shri Taposh Kumar Mullick Chairman Independent & Non Executive


Shri Santosh Kumar Jain Member Executive
Shri Ramen Chatterjee Member Independent & Non Executive

All the Members of the Audit Committee are financially literate and Shri Taposh Kumar Mullick, Chairman
possesses financial /accounting expertise.

(iii) Meetings held and attendance during the year :

During the financial year 2017-2018, the Audit Committee met 5 (Five) times on 22.04.2017, 27.05.2017,
09.08.2017, 09.11.2017 and 08.02.2018.

Sr. Members of Audit Committee No. of meetings No. of meetings


No. held attended
1. Shri Taposh Kumar Mullick 5 5
2. Shri Santosh Kumar Jain 5 5
3. Shri Ramen Chatterjee 5 5

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Silicon Valley Infotech Limited 2017-2018

Para 4. NOMINATION AND REMUNERATION COMMITTEE

Brief description of the terms of reference :

The terms of reference of the Nomination & Remuneration Committee cover the matters specified under
Part D of Schedule II of the SEBI (LODR) Regulations, 2015 and provisions of Section 178 of the Companies
Act, 2013. The Committee is primarily responsible for :

a) Formulation of the criteria for determining qualifications, positive attributes and independence of
a director and recommend to the Board of Directors a policy relating to, the remuneration of the
directors, KMP and other employees.

b) Formulate the criteria for performance evaluation of independent directors and the Board of directors.

c) Devise a policy on Diversity of Board of Directors.

d) Such other matters resulting from statutory amendments/modifications from time to time.

The Company has adopted a Remuneration Policy for its Directors, Key Managerial Personnel and other
employees. This Policy has also laid down the criteria for determining qualifications, positive attributes,
independence of Director and Board diversity and criteria for evaluation of Board and individual Directors.
Details of Remuneration Policy is provided in Para 4 (iv) and has also been uploaded on the website of the
Company.

(i) Composition and Name of members :

The Nomination & Remuneration Committee, presently, comprises of 3 (Three) Non-Executive Director, 2
(Two) of whom are Independent Directors. The Chairman of the Committee is an Independent Director. The
following directors are the present Members of the Committee :

Name of the Members Designation Nature of Membership

Shri Ramen Chatterjee Chairman Independent & Non Executive


Shri Taposh Kumar Mullick Member Independent & Non Executive
Smt. Krishna Banerjee Member Non Executive

(ii) Meetings held and attendance during the year :

During the financial year 2017-2018, the Nomination & Remuneration Committee met once on 09.11.2017.

Name of the Members No. of meetings No. of meetings


held attended
Shri Ramen Chatterjee 1 1

Shri Taposh Kumar Mullik 1 1

Smt. Krishna Banerjee 1 1

(iii) The details of remuneration/sitting fee paid to directors :

No remuneration/sitting fee has been paid to any Director during the year.

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Silicon Valley Infotech Limited 2017-2018

(iv) Criteria for selection and appointment of Directors and Remuneration Policy :
Preamble
• The remuneration policy provides a framework for remuneration paid to the members of the Board
of Directors (Board) and for Key Managerial Personnel (KMP) and other employees. The expression
KMP shall have the same meaning as defined under Companies Act, 2013. This policy also provides
a framework for indentification of persons who are qualified to become directors and who may be
appointed as senior management for recommendation of their appointment to the Board.
• This policy has been framed by the Nomination and Remuneration Committee of the Board of
Directors and based on its recommendation, approved by the board of directors of the Company.
• The policy may be reviewed by the Nomination and Remuneration Committee of the Board of
Directors.
Criteria for determining qualification
The Board may expects qualified directors to have ample experience and the highest level of personal
and professional ethics, integrity and values. The Board shall also consider whether each director
possesses the following :
• The highest level of personal and professional ethics, reputation, integrity and values;
• A person should possess adequate qualification, expertise and experience for the position he /
she is considered for appointment. The Committee has discretion to decide whether qualification,
expertise and experience possessed by a person is sufficient / satisfactory for the concerned
position.
• The ability to exercise objectivity and independence in making informed business decisions;
• The willingness and commitment to devote extensive time necessary to fulfill his/her duties;
• The ability to communicate effectively and collaborate with other board members to contribute
effectively to the diversity of perspectives that enhances Board and Committee deliberations,
including a willingness to listen and respect the views of others;
• The skills, knowledge and expertise relevant to the Company’s business.
Independence Review Criteria
Determination of director independence will be made by the Board for each director on an annual basis
upon the recommendation of the Committee. Independent directors have three key roles, namely,
governance, control and guidance. Some of the performance indicators, based on which the independent
directors shall be evaluated are :-
• Independence from management.
• Independence from Promoter Group.
• No substantial shareholding.
• Ability to contribute to and monitor our corporate governance practices.
• Ability to contribute by introducing international best practices to address top management issues.
• Active participation in long term strategic planning.
• Commitment to the fulfilment of a director obligations and fiduciary responsibilities - this include

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Silicon Valley Infotech Limited 2017-2018

participation and attendance.


• Other significant relationship which may cause a conflict of interest.
Principles of Remuneration
Company considers that the remuneration system is a key element in creating value. It thus has an
advanced remuneration scheme based on the reciprocity of value for employees and for the Company in
line with the interests of shareholders. The Company’s remuneration system is informed by the following
principles :
• Long-term value creation.
• Remunerate achievement of results on the basis of prudent, responsible risk bearing.

• Attract and retain the best professionals.


• Reward the level of responsibility and professional path.
• Ensure equity in the Company and competitiveness outside it.

• Ensure transparency in its remuneration policy

Remuneration to Non-Executive Directors

Non Executive directors may be paid remuneration by way of sitting fees and reimbursement of expenses
for participation in the Board and other meetings and such other payments as may be approved by the
Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time.

Remuneration to Executive Directors

At the time of appointment or re-appointment, the Managing Director shall be paid such remuneration as
may be mutually agreed between the Company and the Managing Director within the overall limits
prescribed under the Companies Act, 2013. The remuneration shall be subject to the approval of the
Members of the Company in General Meeting.

Remuneration to other Key Managerial Personnel excluding Executive Director & other employees

Other Key Managerial Personnel excluding Executive Director and other employees shall be paid such
remuneration as per term and condition of appointment letter/contract within the range approved by and
ratified by the Remuneration Committee. Annual increments effective 1st April each year, as recommended
by the Remuneration Committee, shall be approved by the Board.

Evaluation of Individual Directors & Board

The Independent Directors shall have a separate meeting during the year without the attendance of Non-
Independent Directors and members of management. All Independent Directors shall strive to be present
at the meeting. The meeting shall review the performance of Non-Independent Directors and the Board
as a whole. The meeting shall also review the performance of the Chairman, if any of the Company,
taking into account the views of the Executive Directors and the Non-Executive Directors.

The performance evaluation of the Independent Directors shall be done by the entire Board, excluding
the Director being evaluated. The performance evaluation of the Independent Directors and the Board as
a whole shall be in context of the Company’s performance and governance perspective.

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Silicon Valley Infotech Limited 2017-2018

Criteria for Performance Evaluation are as under :


For Board -
• degree of fulfillment of key responsibilities
• Composition
• Committees of Board
• Board & Committee Meetings
• Team work
• understanding the role
• effectiveness and quality of decision making
For Directors -
• attendance at the meeting
• participation and contribution
• responsibility towards Stakeholders
• compliance and governance
• maintaining confidentiality
In addition to the above Managing Director also being evaluated on -
• leadership
• relationships
• communication
• conduct of meeting
• utilization of resources
Committee -
• degree of fulfillment of key responsibilities
• adequacy of Committee composition
• relationship
• communication
• understanding of regulatory environment
• interaction with the Board

AMENDMENTS TO THIS POLICY

This Policy may be amended or substituted by Nomination & Remuneration Committee or by the Board
as and when required and also by the Compliance Officer where there is any statutory changes
necessitating the change in the policy.

Para 5. STAKEHOLDERS RELATIONSHIP COMMITTEE

Brief description of the terms of reference :

The terms of reference of the Stakeholders Relationship Committee cover the matters specified under
Part D of Schedule II of the SEBI (LODR) Regulations, 2015 and provisions of Section 178 of the Companies
Act, 2013. The board of Directors of the Company has delegated the authority to approve transfer of
shares to Stakeholders Relationship Committee of the Company. The Committee also monitors the

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Silicon Valley Infotech Limited 2017-2018

implementation and compliance with the Company’s Code of Conduct for prohibition of Insider Trading.
The committee deals with the various matters relating to :
a. Transfer of shares
b. Transmission of shares
c. Issuance of duplicate share certificates.
d. Shareholders’ queries/complaints and its redressal as and when received
e. Dematerialisation/Rematerialisation of shares
f. Monitors expeditious redressal of investors’ grievances.
g. Such other matters resulting from statutory amendments/modifications from time to time.

The Company has adopted the Code of Conduct for Prevention of Insider Trading, under the SEBI
(Prohibition of Insider Trading) Regulations. The Code lays down guidelines for procedures to be followed
and disclosures to be made while dealing with the shares of the Company by the directors and designated
employees. Ms. Trupti Upadhyay, Company Secretary has been appointed as the Compliance Officer
for the implementation of and overseeing compliance with the Regulations and the Code across the
Company.

The Company has also adopted the Code of Corporate Disclosure Practices for ensuring timely and
adequate disclosure of Price Sensitive Information, as required under the Regulations.

(i) Composition and name of the Chairman :


The Committee is being headed by Shri Taposh Kumar Mullick, a Non- Executive Independent Director.
The Committee comprises of the following persons :

Name of the Members Designation Nature of Membership

Shri Taposh Kumar Mullick Chairman Independent & Non Executive


Shri Ramen Chatterjee Member Independent & Non Executive
Shri Santosh Kumar Jain Member Executive

(ii) Meetings held and attendance during the year :


During the financial year 2017-2018, the Stakeholders Relationship Committee met 2 (Two) times on
26.04.2017 and 13.02.2018.

Sl. Name of the Members No. of meetings No. of meetings


No. held attended
1. Shri Taposh Kumar Mullick 2 2

2. Shri Ramen Chatterjee 2 2

3. Shri Santosh Kumar Jain 2 2

(iii) Name and designation of Compliance Officer :


As per the requirements of the Listing Regulations, Ms. Trupti Upadhyay, Company Secretary acts as
the Compliance Officer.

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Silicon Valley Infotech Limited 2017-2018

(iv) to (v) Details of the shareholders’ complaints received and resolved during the year 2017-18 :

No. of complaints received No. of complaints resolved Pending

Nil Nil Nil

There have been no material grievances raised and all items referred have been dealt with.
As on 31st March, 2018, there were no pending complaints.
Para 6. GENERAL BODY MEETINGS
(i) Location and Time of last three Annual General Meeting (AGM) :
The location and time of the last three AGMs are as follows :

Year Date Venue Time


2016-17 25.09.2017 "Somani Conference Hall" 9.30 A.M.
Merchants Chamber of Commerce,
15B, Hemanta Basu Sarani,
Kolkata - 700 001

2015-16 30.09.2016 "Somani Conference Hall" 9.30 A.M.


Merchants Chamber of Commerce,
15B, Hemanta Basu Sarani,
Kolkata - 700 001

2014-15 30.09.2015 "Somani Conference Hall" 9.30 A.M.


Merchants Chamber of Commerce,
15B, Hemanta Basu Sarani,
Kolkata - 700 001

(ii) Details of special resolutions passed in the previous three AGMs :


No special resolution has been passed in the previous three AGMs.
(iii) Special resolution passed during the financial year 2017-2018 through the Postal ballot :
No special resolution was passed through postal ballot during the financial year 2017-2018.
(iv) Postal ballot during the current year :
For the financial year 2018-19, if resolutions are to be conducted through the Postal Ballot procedure, those
will be taken up at the appropriate time.
Para 7. MEANS OF COMMUNICATION
(i) Quarterly results :
The Quarterly and Annual Results of the Company are communicated immediately to the stock exchanges
upon conclusion of the Board Meeting convened to consider the same.
(ii) Newspapers wherein results are normally published :
The Financial Results of the Company are published in “Business Standard” and in “Su-Khabar”.
(iii) Any website, where displayed :
The Results are displayed on the Company’s web-site at www.siliconvalleyinfo.net.
Full Annual Reports for the financial year 2017-2018, financial results, Shareholding pattern and other relevant
information are also available on the website of the company in a user-friendly and downloadable form.

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Silicon Valley Infotech Limited 2017-2018

(iv) Official news releases and presentation to institutional investors/analysts :


During the year under review there were no such news releases and no presentation was made to institutional
investor or to the analysts.
(v) SCORES :
The Company has registered itself on SCORES and endeavors to resolve all investor complaints received
through SCORES or otherwise within stipulated time period.

Para 8. GENERAL SHAREHOLDER INFORMATION


(i) AGM: Date, time and venue :
The forthcoming Annual General Meeting of the Company will be held as given below :

Date & Time 27th September, 2018 at 10.30 a.m.


Venue "Somani Conference Hall"
Merchants Chamber of Commerce
15B, Hemanta Basu Sarani, Kolkata - 700 001

(ii) Financial year :


Financial Year is 1st April, 2018 to 31st March, 2019 and the quarterly results will be declared as per the
following schedule :

Tentative schedule
Financial Results for the quarter ending June 30, 2018 Second week of August 2018

Financial Results for the quarter ending September 30, 2018 Second week of November 2018
Financial Results for the quarter ending December 31, 2018 Second week of February 2019
Financial Results for the year ending March 31, 2019 End of May 2019

AGM for the year ending March 31, 2019 End of September 2019

(iii) Date of Book closure :


The Company’s Register of Members and Share Transfer Books will remain closed from Friday, 21st
September, 2018 to Thursday, 27th September, 2018 (both days inclusive).
(iv) Dividend Payment Date :
No dividend has been recommended by the Board for the year under review.
(v) Listing on Stock Exchanges :
Your Company’s shares are listed on the following stock exchanges as on 31st March, 2018.
1. National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No.C/1, G Block,
Bandra-Kurla Complex, Bandra (E), Mumbai 400 051.
2. BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai 400 001.
3. The Calcutta Stock Exchange Limited
7, Lyons Range, Kolkata 700 001.
Listing fees for the financial year 2018-19 have been paid to Stock Exchanges.

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Silicon Valley Infotech Limited 2017-2018

(vi) Stock Code :

Name of the Exchange Code


BSE Limited 531738
National Stock Exchange of India Limited PRASGLOFIN

The Calcutta Stock Exchange Limited 26161

International Securities Identification Number (ISIN) INE913A01024

Depositories Connectivity NSDL and CDSL

(vii) Market Price Data : High, Low during each month in the last financial year :

Month Bombay Stock Exchange


(2017-18) (in Rs.)
High Low
April 0.12 0.10
May 0.11 0.09
June 0.10 0.04
July 0.05 0.03
August 0.03 0.03
September 0.03 0.03
October 0.00 0.00
November 0.03 0.03
December 0.00 0.00
January 0.00 0.00
February 0.03 0.03
March 0.03 0.03

(viii) Registrar and Transfer Agents :


The Board has delegated the work of processing of share transfers to Maheshwari Datamatics Private
Limited, Registrar and Share Transfer Agents. Their complete address is as follows:
Maheshwari Datamatics Private Limited
23, R. N. Mukherjee Road, 5th Floor,
Kolkata - 700 001.
Tel No. : (033) 2243-5029, 2248-2248
Fax No. : (033) 2248-4787
Email : mdpldc@yahoo.com
(ix) Share Transfer System :
The transfer of shares in physical form is processed and completed by Maheshwari Datamatics Private
Limited within the statutory time period. In case where shares are held in electronic form, the transfers are
processed by NSDL/CDSL through the Depository Participants and Registrars.

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Silicon Valley Infotech Limited 2017-2018

(x) Distribution of Shareholding :

The distribution of shareholding as on 31st March 2018, pursuant to Regulation 31(1)(b) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 is as under :

A. Shareholding Pattern of Equity Shares as on 31st March, 2018 :

Categories No. of Shares held % of Shareholding


A Promoter and Promoter Group
1. Indian
a) Bodies Corporate 3558000 2.7437
Sub-total (A1) 3558000 2.7437
2. Foreign NIL NIL
Sub-total (A2) NIL NIL
Total Shareholding of Promoter and
Promoter Group A=(A)(1)+(A)(2) 3558000 2.7437
B Public Shareholding
1. Institutions NIL NIL
Sub-total (B1) NIL NIL
2. Non-Institutions
a) Individuals 60322983 46.5168
b) Bodies Corporate 65267546 50.3297
c) Other
- Clearing Member 223171 0.1721
- Non-Resident Individual 306300 0.2362
- Trusts 2,000 0.0015
Sub-total (B2) 126122000 97.2563
Total Public Shareholding
B = (B)(1)+(B)(2) 126122000 97.2563
GRAND TOTAL (A) + (B) 129680000 100.0000

B. Distribution of Equity Shareholding as on 31st March, 2018 :

Share Holding Holders Percentage No. of Shares Percentage

1 to 500 2721 28.2731 790039 0.6092


501 to 1000 2310 24.0025 2226736 1.7171
1001 to 2000 1437 14.9314 2614777 2.0163
2001 to 3000 605 6.2864 1660462 1.2804
3001 to 4000 322 3.3458 1215505 0.9373
4001 to 5000 655 6.8059 3237215 2.4963
5001 to 10000 713 7.4086 5953415 4.5909
10001 to above 861 8.9464 111981851 86.3524
Grand Total 9624 100.0000 129680000 100.0000

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Silicon Valley Infotech Limited 2017-2018

(xi) Dematerialisation of shares and liquidity :

As on 31st March, 2018, 79.78% of the total equity capital was held in dematerialized form with National
Securities Depository Limited and Central Depository Services (India) Limited.

(xii) Outstanding GDRs/ADRs/Warrants or any Convertible instruments :

As of 31st March 2018, there are no outstanding GDRs/ADRs/Warrants or convertible instruments which
are likely to have an impact on the Equity Shares.

(xiii) Commodity price risk or foreign exchange risk and hedging activities :

The Company did not engage in the commodity hedging activities during the year under review. Therefore,
there is no Commodity price risk or foreign exchange risk and hedging activities has been attracted to
the affairs of the Company.

(xiv) Plant Locations :

The Company does not have any plant.

(xv) Address for correspondence :

Investors’ correspondence may be addressed to :-

1. The Compliance Officer


Silicon Valley Infotech Limited
10, Princep Street
2nd Floor, Kolkata - 700 072
Phone No. (033) 4002-2880
Fax No. (033) 2237-9053
CIN : L15311WB1993PLC061312

2. Maheshwari Datamatics Private Limited


23, R. N. Mukherjee Road
5th Floor, Kolkata - 700 001
Ph No. (033) 2243-5029, 2248-2248
Fax No. (033) 2248-4787
Email : mdpldc@yahoo.com

(xv) E-mail ID of the grievance redressal division / compliance officer exclusively for the purpose of
registering complaints by investors: info@siliconvalleyinfo.net / silivally@gmail.com

Para 9. DISCLOSURES

(i) Disclosure of materially significant related party transactions :

During the financial year 2017-2018, the Company had not entered into any materially significant transaction
with any related party that may have potential conflict with the interests of the Company at large. The
Directors and KMPs have no direct, indirect or on behalf of third party, material interest in any transaction
or matter directly affecting the company. The Omnibus approval of the Audit Committee is taken for all
proposed Related Party Transactions. The transactions with related parties, in normal course of business,
have been disclosed separately in the Notes on Accounts.

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Silicon Valley Infotech Limited 2017-2018

The Policy on related Party transactions has been uploaded on Company’s website
www.siliconvalleyinfo.net

(ii) Accounting treatment :

In view of the management, all applicable accounting standards are being followed for preparation of
financial statements.

(iii) Details of non-compliance by the company :

The Company has complied with all the requirements of the Regulations and Guidelines prescribed by
Securities and Exchange Board of India (SEBI). No penalties or strictures have been imposed by Stock
Exchange, SEBI or any other statutory authority, on any matter relating to capital markets, during last
three years.

(iv) Whistle Blower Policy :

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of
the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the
Audit Committee.

(v) Details of compliance with the mandatory requirements :

Your Company has complied with all the mandatory requirements of the Listing Regulations. The details
of these compliances have been given in the relevant sections of this Report.

(vi) Disclosures regarding weblink of the Company :

During the year ended 31st March, 2018, the Company does not have any material listed/unlisted subsidiary
companies as defined in Listing Regulations, therefore the Company has not formed as of now any such
policy on Material Subsidiaries.

Policy on dealing with related party transactions are posted on the Company’s website at
www.siliconvalleyinfo.net .

(vii) Commodity price risk or foreign exchange risk and hedging activities :

The Company did not engage in the commodity hedging activities during the year under review.

(viii) Non-compliance of any requirement of Corporate Governance Report :

There has been no such non compliance of any requirement of Corporate Governance Report.

(ix) Extent to which the discretionary requirements as specified in Part E of Schedule II have
been adopted :

Reporting of internal auditor

The internal auditor of the Company directly reports to the audit committee.

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Silicon Valley Infotech Limited 2017-2018

(x) Confirmation :

The Company has fully complied with the Applicable requirements specified under Regulation 17 to 27
and clause (b) to (i) of Sub regulation (2) of Regulation 46 of SEBI (LODR) Regulations, 2015.

(xi) Demat Suspense account/unclaimed suspense account :

None of shares of the company are lying in the demat suspense account or unclaimed suspense account.

RECONCILIATION SHARE CAPITAL AUDIT :

The Company Secretary in practice carried out a Reconciliation of Share Capital Audit to reconcile the
total admitted equity share capital with the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) and the total issued/paid-up capital is in agreement with the
total number of shares in physical form and the total number of dematerialised shares held with NSDL
and CDSL.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT :

The Management’s Discussion and Analysis Report forms part of the Director’s Report.

RISK MANAGEMENT POLICY :

The Company has formulated a comprehensive Risk Management Policy to reduce the inherent risk
associated with the business activities of the Company but formation of Risk Management Committee is
not applicable as per SEBI Circular dated 17th April, 2014.

CODE OF CONDUCT :

The Company has adopted a Code of Conduct for its Directors and Senior Management Personnel and
the said code is uploaded on the Company’s website at www.siliconvalleyinfo.net.The Directors and Senior
Management Personnel have affirmed the compliance with the same for the financial year 2017-2018. A
declaration to this effect is given below :

ANNUAL DECLARATION BY MANAGING DIRECTOR ON CODE OF CONDUCT PURSUANT TO PARA


D OF SCHEDULE V OF THE SEBI (LODR) REGULATIONS, 2015

I, Santosh Kumar Jain, Managing Director of SILICON VALLEY INFOTECH LIMITED having its registered
office at 10, Princep Street, 2nd Floor, Kolkata - 700 072 hereby declare that all Board Members and
Senior Management Personnel have affirmed the compliance of the Code for the financial year 2017-
2018.

For Silicon Valley Infotech Limited


Santosh Kumar Jain
Place : Kolkata (Managing Director)
Dated : 28th May, 2018 DIN No. 00174235

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Silicon Valley Infotech Limited 2017-2018

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of Silicon Valley Infotech Limited

We have examined the compliance of conditions of Corporate Governance by Silicon Valley Infotech
Limited (‘the Company’) for the year ended 31st March, 2018, as stipulated in Regulations 17, 18, 19,
20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 46 and para C, D and E of Schedule
V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements)
Regulations, 2015 (collectively referred to as “ SEBI Listing Regulations, 2015”).

The compliance of conditions of corporate governance is the responsibility of the management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify
that the Company has complied with the conditions of Corporate Governance as stipulated in the above
mentioned Listing Regulations as applicable and no investor grievances are pending as on 31st March,
2018 against the Company as per the records maintained by the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For DEOKI BIJAY & CO.


Chartered Accountants
FRN 313105E
CA. D. N. AGRAWAL
Place : Kolkata Partner
Dated : 28th May, 2018 Membership No. 051157

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Silicon Valley Infotech Limited 2017-2018

CERTIFICATION BY
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER
[Pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015]

We hereby certify that for the financial year, ending 31st March, 2018, on the basis of the review of the
financial statements and the cash flow statement and to the best of our knowledge and belief that :-

a. We have reviewed financial statements and the cash flow statement for the year and that to the
best of their knowledge and belief :

i. these statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;

ii. these statements together present a true and fair view of the company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.

b. To the best of our knowledge and belief, no transactions entered into by the company during the
year ended 31st March, 2018 which are fraudulent, illegal or violative of the company’s code of
conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting
and we have evaluated the effectiveness of internal control systems of the company pertaining
to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies
in the design or operation of such internal controls, if any, of which we are aware and the steps
they have taken or propose to take to rectify these deficiencies.

d. We have indicated, based on our most recent evaluation, wherever applicable, to the auditor and
audit committee.

i. There has not been any significant changes in internal control over financial reporting during
the year under reference.

ii. There has not been significant changes in accounting policies during the year and that the
same have been disclosed in the notes to the financial statements; and

iii. We are not aware of any instance during the year of significant fraud with involvement therein,
of the management or an employee having a significant role in the Company’s internal control
system over financial reporting.

Santosh Kumar Jain (Gautam Saha)


Managing Director Chief Financial Officer
DIN No. 00174235

Place : Kolkata
Dated : 28th May, 2018

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Silicon Valley Infotech Limited 2017-2018

MANAGEMENT DISCUSSION AND ANALYSIS REPORT


Economic Overview :
There have been a number of causes behind growth of Indian economy in last couple of years. A number of
reforms have been instituted by Indian Government and there has been significant amount of foreign direct
Investment made in India.
India’s foreign exchange reserve has gone up in last few years. Real estate/Infra sector as well as information
technology industries of India have taken off. Capital Markets of India are doing pretty well too. All these
factors have contributed to the growth of Indian economy.
Industry Structure and Development – Overview :
Indian economy is going through a period of rapid ‘financial liberalisation'. Today, the `intermediation' is
being conducted by a wide range of financial institutions through a plethora of customer friendly financial
products. The segment consisting of NBFCs, such as equipment leasing/hire purchase finance, loan and
investment companies, etc. have made great strides in recent years and are meeting the diverse financial
needs of the economy. These NBFCs provide a variety of services including fund-based and fee-based
activities and cater to retail and non-retail markets and niche segments. They are being recognized as
complementary to the banking sector due to their customer-oriented services, simplified procedures, attractive
rates of return on deposits, flexibility and timeliness in meeting the credit needs of specified sectors.
With virtually all finance company business lines coming under greater competitive pressure, defining strategic
initiatives and backing each with the necessary resources has become imperative for success. On the
consumer side of the business, the ability to compete in various product offerings often is dictated by
operational efficiencies and economies of scale. In this respect NBFC’s face problems of high cost of funds
because they lack the nation wide branch network and have a comparatively lower Tier-I and Tier- II capital
base.
We witness that NBFC sector, in India are facing stiff competition from different banks and financial institutions.
The cost of funds of banks is lower as compared to NBFC’s. Not only this, they have a very wide network
and huge capital base which makes them more attractive then NBFC'. However as the market is volatile in
nature, the long term growth of capital market calls for a matter of concern.
Opportunities, threats, risks and concerns :
Being a Financial company, SVIL is exposed to specific risks that are particular to its business and the
environment within which it operates, including interest rate volatility, economic cycle, credit risk and market
risk. The most important among them are credit risk, market risk and operational risk. The measurement,
monitoring management of risk remains key focus areas for the company.
Your Company has operations in finance and equity investments. The independent finance industry issues
debt and lends the proceeds to individuals (consumer finance companies) and corporations (commercial
finance companies) on both a secured and unsecured basis. Unlike the commercial banks, whose deposit
taking ability adds significantly to funding availability, finance companies rely almost exclusively on institutional
borrowings and access to the public debt markets for funding. Consequently, the ability to access the short,
medium and long-term markets at competitive rates is critical to their ongoing viability. Your company faces
tough competition from Nationalized, Foreign and Private Sector Banks due to their inability to grant loan at
a considerably low rate of interest.
The company has its own specific risks that are particular to its business including default risk, fluctuation
of interest rates, economic cycles etc. Moreover existing banks are moving into retail sector and regional

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Silicon Valley Infotech Limited 2017-2018

banks like Assamese banks are coming into play, which poses major concern for your company. The
volatility in the market is a matter of concern. However economic parameters being strong will upsurge the
economy. Your company has a well defined and prudent business practice and a comprehensive Risk
Management Policy to manage this risk.
Future Outlook :
Your Company is currently engaged in NBFC activities & Financial Management Services. The Company
intends to continue focusing on NBFC activities including financing, Inter-corporate Investments & Capital
Market activities. At the same time the company has plans to expand its business by offering a wide array
of financial products and services.
With a dedicated team of people, the Company expects to establish growth ahead of market in the coming
years. It would definitely try to establish itself and remain as a strong player in the finance industry. With the
Capital market expected to be in a better mode than the previous few years and with our efforts we can look
forward to a prosperous year for the Company.
Internal Control Systems and their adequacy :
The Company has a proper and adequate system of internal control in all spheres of its activities to ensure
that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that
the transactions are authorized, recorded and reported diligently.
The Company ensures adherence to all internal control policies and procedures as well as compliance with
all regulatory guidelines.
Financial and Operational Performance :
Please refer Directors Report for financial performance.
Material Development in Human Resources/industrial relations front number of people employed :
The Company has been able to maintain its existing resources by keeping pace with the changing business
environment and by ensuring staff continuity. The Company has a team of able and experienced industry
professionals and employees. The Company believes that people are the key ingredient to the success of
an organization. Looking after people makes good business sense because, if people are motivated, service
excellence will follow. The relations remain cordial throughout the year between employees and the
management.
Cautionary Statement :
The Board of Directors have reviewed the Management Discussion and Analysis prepared by the Management,
and the Independent Auditors have noted its contents. Statement in this report of the Company's objective,
projections, estimates, exceptions, and predictions are forward looking statements subject to the applicable
laws and regulations. The statements may be subjected to certain risks and uncertainties. Company's
operations are affected by many external and internal factors which are beyond the control of the management.
Thus the actual situation may differ from those expressed or implied. The Company assumes no responsibility
in respect of forward looking statements that may be amended or modified in future on the basis of subsequent
developments, information or events.

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Silicon Valley Infotech Limited 2017-2018

INDEPENDENT AUDITORS' REPORT


To,
The Members,
SILICON VALLEY INFOTECH LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Silicon Valley Infotech Limited(“the Company”),
which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, the Cash flow
Statement for the year then ended and a summary of the significant accounting policies and other explanatory
information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair
view of the financial position, financial performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also
includes the maintenance of adequate accounting records in accordance with the provision of the Act for
safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters
which are required to be included in the audit report under the provisions of the Act and the Rules made
thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of
the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation
of the financial statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as
well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the financial statements.

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Silicon Valley Infotech Limited 2017-2018

Basis for Qualified Opinion

1. Attention is drawn to Note No. 4.1. The company has obtained a loan of Rs. 270.59 Lacs from Rural
Electrification Corporation Ltd (REC Ltd.) in respect of wind mill projects against security of land
having book value Rs. 13,68,000/- and the windmill thereon having depreciated value of Nil. The said
land and windmill have been auctioned under order of Recovery Officer, DRT, Delhi which has been
challenged by company before Appellate Authority

Pending order of the Appellate Authority the Company has not made any adjustment in the accounts
in respect of said land, wind mill and related loan obtained from Rural Electrification Corporation Ltd.
(REC Ltd.). The Company has deposited Rs. 100 Lacs as per order of Delhi High Court which is shown
as deposit under Other Current Assets. As per information and explanations given to us the adjustment
will be made upon final order of the appellate authority. In absence of adequate information impact
thereof on Financial Results is not ascertainable.

2. Attention is drawn to Note No. 27. Certain Listed shares of the Company held as Non-Current Investment
having book value of Rs. 11,385,219/- which were lien against the loan with the REC Ltd. have got
transferred by virtue of order of Recovery Officers , DRT, Delhi, and in absence of present status, the
company has not made any adjustment in the accounts in respect of said shares and as such impact
thereof on Financial Statements is not ascertainable.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for
the matter described in the basis for qualified opinion paragraph, the aforesaid financial statements give
the information required by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of thestate of affairs of the Company as at March 31,
2018 and its loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) order, 2016 (“the order”), issued by the Central
Government of India in terms of sub section (11) of section 143 of the Act, we give in the “Annexure
A” a statement on the matters specified in paragraph 3 and 4 of the order.

2. As required by section 143(3) of the Act, we report that :

a) we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

b) in our opinion proper books of account as required by law have been kept by the Company so far
as it appears from our examination of those books;

c) the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt withby
this Report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified
under Section 133 of the Act;

e) on the basis of written representations received from the directors of the Company as on 31

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Silicon Valley Infotech Limited 2017-2018

March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on
31st March, 2018, from being appointed as a director in terms of sub-section (2) of section 164 of
the Act;

f) with respect to the adequacy of the internal financial control over financial reporting of the company
and the operating effectiveness of such controls, refer to our separate report in “Annexure-B”;
and

g) with respect to the other matters to be included in the Auditor’s Report in accordance with the rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us :

i. The Company has no pending litigation on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivatives contracts as at
31st March, 2018 for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

For DEOKI BIJAY & CO.


Chartered Accountants
FRN 313105E
CA. D. N. AGRAWAL
Place : Kolkata Partner
Dated : the 28th day of May, 2018 Membership No. 051157

( 45 )
Silicon Valley Infotech Limited 2017-2018

Annexure A to the Independent Auditor’s Report on the financial statements


of Silicon Valley Infotech Limited

Referred to in paragraph 1, under ‘Report on Other Legal and Regulatory Requirements’ section
of our Report.

On the basis of such checks as we considered appropriate and according to the information and explanation
given to us during the course of our audit, we report that :

i. a. The Company has maintained proper records showing full particulars including quantitative details
and situation of fixed assets.

b. Land and the windmill thereon were secured against Loan given by REC Ltd., have been
auctioned under order of Recovery Officer, DRT which has been challenged by company before
Appellate Authority.

ii. As explained to us, the inventories were physically verified by the Management during the year at
reasonable intervals and no material discrepancies were noticed on physical verification.

iii. According to the information and explanations given to us, the Company has not granted any loans,
secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in
the register maintained under section 189 of the Act. Hence, clause (iii) of the order is not applicable
to the Company.

iv. According to the information and explanations given to us, the Company has not granted any loans,
made investments or provided guarantees under section 185 and 186 of the Act.Accordingly, clause
(iv) of the order is not applicable to the Company.

v. According to the information and explanation given to us, the Company has not accepted any deposits
from the public and hence the provisions of section 73 to 76 or any other relevant provisions of the
Companies Act, 2013 and the rules framed there under are not applicable to the company.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1)
of the Act, for any of the services rendered by the Company. Accordingly the provision of clause
3(vi) of the Order is not applicable to the Company.

vii. a. According to the information and explanations given to us, and based on our examination of
the books and record of the Company, the Company has generally been regular in depositing
undisputed statutory dues as applicable with the appropriate authorities.

Following undisputed amounts payable in respect of Income Tax in arrears as at March 31,
2018 for a period of more than six months from the date they became payable :

Name of the Statute Amount (Rs.) Period to which the amount relates

Income Tax Act, 1961 177,044/- Asst Year 2004-2005

Income Tax Act 1,778/- Asst Year 2007-08

Income Tax Act 5,471/- Asst Year 2010-11

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Silicon Valley Infotech Limited 2017-2018

b. According to the information and explanations given to us, there are no dues which have not
been deposited by the company on account of disputes.

viii. Details of default in repayment of dues from Financial Institution :


Particulars : Loan taken from REC Ltd.
Amount of Default : Rs. 27,059,000/-
Period of Default : As per information received from the management, the Company is not in default
as only 90% of loan was disbursed and 10% was never disbursed.
Remarks, if any : The Company had taken loan from REC Ltd. of Rs. 27,059,000/- in the financial
year 1994. REC has filed case in the Delhi High Court which has been challenged by the Company.
As per directives received from the Delhi High Court the Company has deposited Rs. 10,000,000/-

ix. According to the information and explanations given to us, the Company has not raised any money
by way of initial public offer or further public offer (including debt instruments) or term loans during
the year and hence reporting under clause 3 (ix) of the Order is not applicable to the Company.

x. To the best of our knowledge and belief and according to the information and explanations given to
us, we report that no fraud by the Company or fraud on the Company by the officers or employees
of the Company has been noticed or reported during the year.

xi. According to the information and explanations given to us, the Company has paid / provided
managerial remuneration in accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Act.

xii. In our opinion, the Company is not a Nidhi Company. Therefore the provisions of clause 3 (xii) of
the Order is not applicable to the Company.

xiii. According to the information and explanations given to us, transaction with the related parties are
in compliance with Section 177 and 188 of the Act, where applicable, and the details of related
party transactions have been disclosed in the financial statements, as required by the applicable
accounting standards.

xiv. According to the information and explanations given to us, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible debentures during the year
under review and hence reporting requirements under clause 3 (xiv) of the Order is not applicable to
the Company.

xv. According to the information and explanations given to us, the Company has not entered into any
non cash transactions with its directors or persons connected with him. Accordingly the provision
of clause 3 (xv) of the Order is not applicable to the Company.

xvi. The Company is required to be registered under section 45-IA of the Reserve Bank of India Act,
1934 and it has obtained certificate of registration.
For DEOKI BIJAY & CO.
Chartered Accountants
FRN 313105E
CA. D. N. AGRAWAL
Place : Kolkata Partner
Dated : the 28th day of May, 2018 Membership No. 051157

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Silicon Valley Infotech Limited 2017-2018

Annexure B to the Independent Auditors’ Report

Referred to in paragraph 2(f) of our Report of even date on the financial statements of the Silicon
Valley Infotech Limited for the year ended 31st March 2018. Report on the Internal Financial Controls
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Silicon Valley Infotech Limited
(“the Company”), as of March 31, 2018 in conjunction with our audit of the financial statements of the
Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls
based on “the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of India”(ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation
of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,
issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial
Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was
established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for

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Silicon Valley Infotech Limited 2017-2018

external purposes in accordance with generally accepted accounting principles. A company's internal
financial control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorisations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the
company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material Misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that the internal financial control over
financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system
over financial reporting and such internal financial controls over financial reporting were commensurate
with the nature of the business of the Company and operating effectively as at March 31, 2018, based
on “the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India”.

For DEOKI BIJAY & CO.


Chartered Accountants
FRN 313105E
CA. D. N. AGRAWAL
Place : Kolkata Partner
Dated : the 28th day of May, 2018 Membership No. 051157

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Silicon Valley Infotech Limited 2017-2018

BALANCE SHEET As At 31st March, 2018


(Amount in Rs.)
As at 31st As at 31st
Particulars Note March, 2018 March, 2017

I. EQUITY AND LIABILITIES


1. Shareholders’ Funds
(a) Share Capital 2 129,680,000 129,680,000
(b) Reserves and Surplus 3 (109,767,216) (107,926,441)
19,912,784 21 753 559
2. Non Current Liabilites
(a) Long-term Borrowing 4 27,059,000 27,059,000
27,059,000 27,059,000
3. Current Liabilities
(a) Other Current Liabilities 5 1,713,417 1,592,137
1,713,417 1,592,137

TOTAL 48,685,201 50,404,696

II. ASSETS
1. Non-Current Assets
(a) Fixed Assets 6 1,368,000 1,368,000
(i) Tangible Assets
(b) Non Current Investment 7 11,391,149 13,780,742
(c) Long Term Loan & Advances 8 79,500 79,500
12,838,649 15,228,242
2. Current assets
(a) Inventories 9 486,610 486,610
(b) Trade Receivables 10 20,894,461 24,317,659
(c) Cash and Cash Equivalents 11 236,783 238,128
(d) Other Current Assets 12 14,228,698 10,134,057
35,846,552 35,176,454

TOTAL 48,685,201 50,404,696

Significant Accounting Policies 1


Notes to Financial Statements 2-30

As per our Report of even date For and on behalf of the Board
For DEOKI BIJAY & CO. Santosh Kumar Jain
Chartered Accountants Trupti Upadhyay Managing Director
FRN 313105E Company Secretary DIN No. 00174235
CA. D. N. AGRAWAL Ramen Chatterjee
Place : Kolkata Partner Gautam Saha Director
Dated : 28th May, 2018 Membership No. 051157 Chief Financial Officer DIN No. 00402873

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Silicon Valley Infotech Limited 2017-2018

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2018
(Amount in Rs.)
Year ended Year ended
Particulars Note 31st March, 2018 31st March, 2017

I. Revenue from operations (Net) 13 5,838,021 6,980,000

II. Other Income 14 — 112,673

III. Total Revenue (I+II) 5,838,021 7,092,673

IV. Expenses :
Purchases of Stock-in-Trade 15 4,123,300 5,615,000
Changes in inventories 16 — 2,455,532
Employess benefits expense 17 2,602,712 2,787,781
Other expenses 18 952,784 1,454,837

Total expenses 7,678,796 12,313,150

V. Profit before tax (III-IV) (1,840,775) (5,220,477)

VI. Tax expense :


Current Tax — —

VII. Profit/(Loss) after tax (1,840,775) (5,220,477)

VIII. Earnings per equity shares of Rs. 1/- each 19


fully paid up

(1) Basic (In Rs.) (0.01) (0.04)


(2) Diluted (In Rs.) (0.01) (0.04)

Significant Accounting Policies 1


Notes to Financial Statements 2-30

As per our Report of even date For and on behalf of the Board
For DEOKI BIJAY & CO. Santosh Kumar Jain
Chartered Accountants Trupti Upadhyay Managing Director
FRN 313105E Company Secretary DIN No. 00174235
CA. D. N. AGRAWAL Ramen Chatterjee
Place : Kolkata Partner Gautam Saha Director
Dated : 28th May, 2018 Membership No. 051157 Chief Financial Officer DIN No. 00402873

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Silicon Valley Infotech Limited 2017-2018

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018
(Amount in Rs.)
Year ended Year ended
31st March, 2018 31st March, 2017

A. Cash Flow from operating activities :


Net Profit before tax and extra ordinary items (1,840,775) (5,220,477)
Adjustment for :
Operating Profit before working capital changes (1,840,775) (5,220,477)

Adjustment for :
Trade and other receivables 3,423,198 2,978,890
Other current assets (4,094,641) 29,245
Inventories — 16,236,276
Non Current Investment 2,389,593 (13,780,742)
Other current liabilities 121,280 (168,574)

Cash generated from operations (1,345) 74,618


Direct tax paid — —

Cash flow before extra ordinary items (1,345) 74,618


Extra ordinary items — —

Net Cash from operating activities (1,345) 74,618

B. Cash Flow from investing activities :


Net cash used in investing activities — —

C. Cash Flow from financing activities :


Net cash used in financing activities — —

Net Increase/(Decrease) in cash and cash equivalents (A+B+C) (1,345) 74,618


Cash and Cash Equivalents (Opening Balance) 238,128 163,510

Cash and Cash Equivalents (Closing Balance) 236,783 238,128

As per our Report of even date For and on behalf of the Board
For DEOKI BIJAY & CO. Santosh Kumar Jain
Chartered Accountants Trupti Upadhyay Managing Director
FRN 313105E Company Secretary DIN No. 00174235
CA. D. N. AGRAWAL Ramen Chatterjee
Place : Kolkata Partner Gautam Saha Director
Dated : 28th May, 2018 Membership No. 051157 Chief Financial Officer DIN No. 00402873

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Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT

Note - 1
(I) COMPANY INFORMATION :
Silicon Valley Infotech Limited (the ‘Company’), is incorporated in India as a public Limited company,
and registered with Reserve Bank of India as Non-Systemically Non-Deposit Taking Non Banking
Financial Services Company ('NBFC'). The Company is engaged in financial services business by way
of lending and investments.
(II) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES :
a) Basis of Accounting and preparation of Financial Statements
The financial statements of the Company have been prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under
section 133 of the Companies Act 2013 ("the Act") and the relevant provisions of the Companies Act,
2013 and Guidelines issued by Reserve Bank of India. The Financial Statements have been prepared
on accrual basis under the historical cost convention.
The accounting policies adopted in the preparation of financial statements are consistent with those
followed in the previous year.
b) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles
(Indian GAAP) requires management to make judgements, estimates and assumptions that affect the
reported amount of assets and liabilities and disclosures of contingent liabilities and the reported
Incomes and Expenses during the Year. The Management believes that the estimates used in the
preparation of the Financial statements are prudent and reasonable. Actual results could differ from
these estimates and the difference between the actual results and estimates are recognized as and
when, the results are known / materialized.
c) Revenue Recognition
Revenue is recognized to the extent it is probable that the economic benefits will flow to the
Company and it can be reliably measured. In addition, the following criteria must be met before revenue
is recognised :
i. Interest income is recognized on a time proportion basis taking into account the amount outstanding
and the interest rate applicable , except that no income is recognized in case of Non-Performing
Assets (NPA’s), as per the prudential norms for income recognition issued by the Reserve Bank of
India for NBFCs. Interest income on such assets is recognized on receipt basis.
ii. Revenue from Operations include sale of equity share.
iii. Dividend income is recognized when right to receive dividend is established.
iv. The Profit/ Loss on trading of investment is recognized at the time of actual sale of Investment.
d) Fixed Assets and Depreciation
Tangible Assets are reported at acquisition cost, with deductions for accumulated depreciation/
amortisation and impairment losses, if any. Cost comprises the purchase price and any attributable
cost to bring the asset to its working condition for its intended use.
All assets are depreciated on a Straight Line Method (SLM) of Depreciation, over the useful life of
assets as prescribed under Schedule II of the Companies Act 2013.

( 53 )
Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT (Contd.)

e) Investments

Investments are classified into non-current and current investments.

i) Non-current investments are investments intended to be held for a period of more than a year. Non-
current investments are carried individually at cost less provision for diminution, other than temporary,
in the value of such investments.

ii) Current investments are investments intended to be held for a period of less than a year. Current
investments are stated at the lower of cost and market value, determined on an individual investment
basis.

f) Inventories

Inventories of quoted shares are valued at lower of cost or net realisable value. Inventories of unquoted
share have been valued at cost.

g) Taxation

Income Tax comprises of Current tax and net changes in Deferred Tax Assets or Liability during the
year. Current tax is determined at the amount of tax payable in respect of taxable income for the year
as per the Income Tax Act, 1961 Deferred tax assets and liabilities are recognised for future tax
consequences of timing differences between the book profit and tax profit. Deferred tax assets and
liabilities, other than carry forward losses and unabsorbed depreciation as computed under the tax
laws, are recognised when it is reasonably certain that there will be future taxable income. Carry forward
losses and unabsorbed depreciation, if any, are recognised when it is virtually certain that there will be
future taxable profit.

h) Earnings per Share

Basic Earnings per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable
to equity shareholders and the weighted average number of shares outstanding during the year are
adjusted for the effects of all dilutive potential equity shares.

i) Provisions and Contingencies

A provision is recognized when the Company has a present obligation as a result of past event and it is
probable that an outflow of resources will be required to settle the obligation and in respect of which a
reliable estimate can be made. Contingent liabilities are not provided for and are disclosed by way of
notes.

j) Cash Flow Statement

Cash flows are reported using the indirect method, whereby Profit / (loss) Before Tax is adjusted for the
effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts
or payments. The cash flows from operating, investing and financing activities of the Company are
segregated based on the available information.

( 54 )
Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT (Contd.)


(Amount in Rs.)
As at 31st As at 31st
March, 2018 March, 2017

Note 2 - Share Capital


Authorised
20,50,00,000 (Previous Year 20,50,00,000) Equity Shares 205,000,000 205,000,000
of Rs. 1/- each

205,000,000 205,000,000

Issued, Subscribed & Paid up


12,96,80,000 (Previous Year 12,96,80,000) Equity Shares 129,680,000 129,680,000
of Rs. 1/- each

Total 129,680,000 129,680,000

(a) Reconciliation of number of equity shares outstanding at the beginning and at the end of the year

As at 31st As at 31st
March, 2018 March, 2017

Shares outstanding at the beginning of the year 129,680,000 129,680,000


Add : Additions during the year — —
129,680,000 129,680,000
Less : Number of shares bought back during the year — —
129,680,000 129,680,000

(b) Details of Shareholders holding more than 5% of the shares in the Company
As at 31st March, 2018 As at 31st March, 2017
Name of the Shareholder No. of Shares % No. of Shares %

Hungarford Consultant Pvt. Ltd. 12,369,896 9.54% 12,369,896 9.54%


Bahubali Properties Limited 8,970,947 6.92% 8,970,947 6.92%
ACME Resources Ltd. 7,650,000 5.90% 7,650,000 5.90%

(c) Terms of Issue


The company has only one class of equity shares having a face value of Rs. 1/- per share to one vote per
share. The company declares and pays dividend in Indian rupees. In the event of liquidation of the company,
each Shareholder is entitled to receive remaining assets of the company, after distribution of all prefential
amounts, in proportion to the number of equity shares held by them.

( 55 )
Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT (Contd.)


(Amount in Rs.)
As at 31st As at 31st
March, 2018 March, 2017
Note 3 - Reserves and Surplus
a. General Reserves
Opening Balance 5,518,793 5,518,793
Add : Transferred from Surplus — —
Closing Balance 5,518,793 5,518,793
b. Share Premium 120,897,000 120,897,000
c. Capital Reserve 5,815,000 5,815,000
d. Surplus in Statement of Profit and Loss
Opening Balance (240,157,234) (234,936,757)
Add/(Less) : Net Profit/(Net Loss) for the year (1,840,775) (5,220,477)
Closing Balance (241,998,009) (240,157,234)

Total (a+b+c+d) (109,767,216) (107,926,441)

Note 4 - Long Term Borrowings

Term Loans
Secured
Rural Electrification Corporation Ltd. 27,059,000 27,059,000

Total 27,059,000 27,059,000

Note 4.1

Long Term Borrowing from Rural Electrification Corporation Ltd. which is Secured against movable and
immovable properties except book debts in respect of Wind Power Projects and guaranteed by a director.
(Refer Note 27)

Note 5 - Other Current Liabilities

Other payables 1,713,417 1,592,137

Total 1,713,417 1,592,137

( 56 )
Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT (Contd.)

Note - 6

Fixed Assets (Amount in Rs.)

GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK


Balance Additions Disposals Balance Upto For the Disposals Upto Balance Balance
PARTICULARS as at as at 01.04.2017 Year 31.03.2018 as at as at
01.04.2017 31.03.2018 31.03.2018 31.03.2017

Tangible Assets :

Land 1,368,000 — — 1,368,000 — — — — 1,368,000 1,368,000

Total 1,368,000 — — 1,368,000 — — — — 1,368,000 1,368,000

Previous year’s Total 1,368,000 — — 1,368,000 — — — — 1,368,000 1,368,000

( 57 )
Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT (Contd.)


(Amount in Rs.)
As at 31st As at 31st
March, 2018 March, 2017

Note 7 - Non Current Investments


Quoted (At Cost)
Investment in Equity Shares 11,391,149 13,780,742

Total 11,391,149 13,780,742

SCRIP WISE DETAILS OF INVESTMENTS (Amount in Rs.)


Face Value
Particulars As at 31st March, 2018 As at 31st March, 2017
per share
No. of Value No. of Value
Units Units

21st Century India Ltd 10 46,805 468,050 46,805 468,050


ACME Resources Ltd 10 — — 300 1,860
Alok Industries Ltd 10 — — 7,000 24,080
Ankit Metaliks Ltd 10 — — 1,560 2,870
ATN International Ltd 4 — — 77,607 21,730
Beekay Niryat Ltd 10 — — 15,000 217,500
Blue Chip India Ltd 2 — — 330,148 148,567
C & C Construction Ltd 10 — — 500 7,350
Cineline Ltd 5 — — 1,000 8,000
CMS Finvest Ltd 10 2,050,000 5,330,000 2,050,000 5,330,000
GHCL Ltd 10 — — 662 29,492
Herald Commerce Ltd 10 12,740 44,590 12,740 44,590
HFCL Ltd. 1 — — 4,224 52,884
Hinduja Foundries Ltd 10 — — 10,500 328,650
Jayswal Neco Ltd 10 — — 46,357 324,963
JBF Industries Ltd 10 — — 771 84,270
JOG Engineering Ltd 10 18,930 51,868 18,930 51,868
LCC Infotech Ltd 2 — — 1,995,500 598,650
Luminaire Technologies Ltd 1 179,888 35,978 179,888 35,978
Manglam India Ltd 10 1,000 33,000 1,000 33,000
Man Industries Ltd 5 — — 1,310 59,081
Marsin's Ltd 10 — — 37,500 109,125
Mawana Sugar Ltd 10 — — 981 27,468
Mukand Ltd 10 — — 200 4,950
Network 18 Media Investment Ltd 5 — — 265 8,851
Network Media & Investment Ltd PREF 5 40 5,930 40 5,930
NRC Ltd 10 3,686 41,836 3,686 41,836
Ocean Infrastructures Ltd 10 200 890 200 890
Omax Auto Ltd 10 — — 1,742 81,787
Orient Cement Ltd 1 — — 2,000 78,100

( 58 )
Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT (Contd.)

SCRIP WISE DETAILS OF INVESTMENTS (Contd.) (Amount in Rs.)


Face Value
Particulars As at 31st March, 2018 As at 31st March, 2017
per share
No. of Value No. of Value
Units Units
Orient Paper Ltd 1 — — 2,000 88,600
Penta Media Graphics Ltd 1 — — 6,270 4,326
Pentokey Organy India Ltd 10 — — 242 3,025
Prime Capital Market Ltd 10 138,075 720,752 138,075 720,752
Prime Petro Products Ltd 10 1,700 15,300 1,700 15,300
PVR Ltd. 10 — — 571 71,849
Radford Global Ltd 2 63,500 353,060 63,500 353,060
Ramkrishna Fincap Ltd 10 79,100 794,164 79,100 794,164
Scan Infrastructures Ltd 10 102,450 2,577,642 102,540 2,577,642
Shree Shaleen Textile Ltd. 2 151,500 918,090 151,500 918,090
Tata Steel Ltd. 10 — — 4 1,564
2,849,614 11,391,149 5,393,918 13,780,742

Aggregate Market Value of Investments 11,457,016 15,395,675


Shares of Rs. 1,13,85,219/- are under lien against the loan with REC Ltd. (Refer Note 27)

(Amount in Rs.)
As at 31st As at 31st
March, 2018 March, 2017
Note 8 - Long Term Loans and Advances
(Unsecured and Considered Good)
Security Deposit 79,500 79,500

Total 79,500 79,500

(Amount in Rs.)
No. of As at 31st No. of As at 31st
Debentures March, 2018 Debentures March, 2017
Note 9 - Inventories

a. Debentures 13,022 486,610 13,022 486,610

Total 13,022 486,610 13,022 486,610

( 59 )
Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT (Contd.)


(Amount in Rs.)
As at 31st As at 31st
March, 2018 March, 2017
Note 10 - Trade Receivables
(Unsecured and Considered Good)
Over Six month from the date
due for payment 20,694,461 —
Others 200,000 24,317,659

Total 20,894,461 24,317,659

Note 11 - Cash & Cash Equivalents

Cash and Cash Equivalents


a. Balances with banks 154,346 153,576
b. Cash on hand 82,437 84,552

Total 236,783 238,128

Note 12 - Other Current Assets


Advance to staff 124,867 134,057
Rural Electrification Corporation Ltd. 14,103,831 10,000,000

Total 14,228,698 10,134,057

Note 13 - Revenue from Operations

Shares 4,123,300 6,980,000


Profit on Sale of Investment 1,714,238 —
Dividend 483 —

Total 5,838,021 6,980,000

Note 14 - Other Income

Excess Provision Written Back — 32,347


Sundry Credit Balance Writteen Off — 65,837
Miscellaneous Expenses — 1,055
Dividend — 13,434

Total — 112,673

Note 15 - Purchases

Shares 4,123,300 5,615,000

Total 4,123,300 5,615,000

( 60 )
Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT (Contd.)


(Amount in Rs.)
As at 31st As at 31st
March, 2018 March, 2017
Note 16 - Changes in Inventories
Opening Stock 486,610 16,722,885
Less : Transfer from Stock to Investment — 13,780,742
486,610 2,942,142
Closing Stock 486,610 486,610

Total — 2,455,532

Note 17 - Employee Benefits Expense


Salaries & Bonus 2,463,375 2,595,622
Contribution to Provident Fund 128,815 163,036
Gratuity 10,522 29,123

Total 2,602,712 2,787,781

Note 18 - Other Expenses


Advertisement 45,500 51,750
Bank Charges 5,305 2,818
Computer Maintainance 4,307 3,905
Custodian Charges 71,678 155,050
Filing Fee 30,880 32,400
Legal & Professional charges 28,160 28,445
Listing Fee 517,500 458,000
Meeting Expenses 16,100 16,100
Miscellaneous Expenses 24 12,611
Motor Car Expenses 135,645 539,281
Office Expenses — 17,088
Printing & Stationery 16,100 19,600
Payment to Auditors (refer note below) 47,125 34,500
Rates & Taxes 5,650 5,400
Registrar & Depository Fees 28,810 15,754
Travelling Expenses — 12,925
Telephone Expenses — 49,209

Total 952,784 1,454,837

Payment to Auditors
- Statutory Audit Fees 29,500 28,750
- Certification Fees 17,625 5,750

Total 47,125 34,500

( 61 )
Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT (Contd.)


(Amount in Rs.)
As at 31st As at 31st
March, 2018 March, 2017
Note 19 - Earning per Share (EPS)
i) Net Profit after tax (1,840,775) (5,220,477)
ii) Weighted Average number of equity shares
used as denominator for calculating EPS 129,680,000 129,680,000
iii) Basic and Diluted Earning per share (Rs.) (0.01) (0.04)
iv) Face Value per equity share (Rs.) 1.00 1.00

20. Earning in foreign exchange and expenditure in foreign Currency - NIL (P.Y. - NIL)
21. There are no dues to Micro and small enterprises as defined in “ The Micro, small and Medium Enterprises
Development Act, 2006", as determined to the extent such parties have been identified on the basis of
information available with the company.
22. Since the company has operated only in one segment, i.e. fund based activities, provision relating to
segment wise Report as per AS- 17 are not applicable.
23. Deferred Tax
In view of no virtual certainty of future profits to set off losses, no provision for deferred tax asset has
been made as required.
24. Information pursuant to paragraph 13 of Non Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directors, 2015 are given in Annexure - I.
25. Retirement Benefits :
Provision for retirement benefits has not been made, as gratuity is accounted in accounts as and when
it become due.
26. Income Tax has raised a demand of Rs. 1,84,293/- for several Assessment Years, for which no
provision has been made in the books of account.
27. Long Term Borrowings of Rs. 2,70,59,000/- from Rural Electrification Corporation Ltd. (“REC”) is secured
against movable and immovable properties except book debts in respect of Wind Power Projects and
guaranteed by a director. REC has filed a recovery suit against the Company for recovery of dues with
Recovery Officer, DRT, Delhi. On the directives from Honorable Delhi High Court the company has
also deposited Rs. 1,00,00,000/- Land and the wind mill thereon, having depreciated value nil, have
been auctioned under order of Recovery Officer, DRT. Certain Quoted Listed shares of the Company
which were lien against the loan of REC ltd have got transferred by virtue of order of Recovery officer,
DRT, details whereof not available. The order of the DRT has been challenged by the company before
Appellate Authority. Pending order of Appellate Authority no adjustments in accounts have been made.

Note 28 - Related Party Disclosure


i) Name of the Related Parties :
(a) Mr. Santosh Kumar Jain - Managing Director
(b) Mr. Taposh Kumar Mullick - Director
(c) Mr. Ramen Chatterjee - Director
(d) Mrs. Krishna Banerjee - Director
(e) Mr. Gautam Saha - CFO
(f) Mr. Dina Bandhu Ganguly - Director
g) Ms. Trupti Upadhyay - Company Secretary

( 62 )
Silicon Valley Infotech Limited 2017-2018

NOTES TO THE FINANCIAL STATEMENT (Contd.)

ii) Enterprises over which above person has signification influence :


ATN International Ltd.
Hanurang Projects Ltd.
Accolyte Tie Up Pvt. Ltd.

iii) Transactions with Related Parties :

Sl.
No. Party Name Nature of Transaction 2017-18 2016-17

1 Santosh Kumar Jain Expenses :


Remuneration — 400,000
2 Gautam Saha Expenses :
Remuneration 428,312 337,355
3 Trupti Upadhyay Expenses :
Remuneration 182,886 —
4 ATN International Limited Expenses :
Purchase of Shares 4,123,000 4,330,000
5 CMS Finvest Limited Expenses :
Purchase of Shares — 1,285,000
Income :
Sale of Shares — 1,285,000
6 Bahubali Properties Limited Income :
Sale of Shares — 100,000
7 Hanurang Projects Limited Income :
Sale of Shares 1,375,000 —
8 Accolyte Tie up Private Limited Income :
Sale of Shares 200,000 —
9 Herald Commerce Limited Income :
Sale of Shares — 100,000

29. Figures in brackets represent previous year figures.


30. Previous Year figures have been regrouped, rearranged wherever necessary to confirm current year's
presentation.

As per our Report of even date For and on behalf of the Board
For DEOKI BIJAY & CO. Santosh Kumar Jain
Chartered Accountants Trupti Upadhyay Managing Director
FRN 313105E Company Secretary DIN No. 00174235
CA. D. N. AGRAWAL Ramen Chatterjee
Place : Kolkata Partner Gautam Saha Director
Dated : 28th May, 2018 Membership No. 051157 Chief Financial Officer DIN No. 00402873

( 63 )
Silicon Valley Infotech Limited 2017-2018

Annexure - II
Schedule to the Balance Sheet of a non-deposit taking non-banking financial company
(as required in terms of Paragraph 13 on Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007)
(Rs. in Lakhs)
Particulars

LIABILITIES SIDE : Amount Outstanding Amount Overdue


1. Loans and advances availed by the non-banking
financial company inclusive of interest accrued
thereon but not paid :
(a) Debentures : Secured NIL NIL
Unsecured NIL NIL
(other than falling within the
meaning of public deposits*)
(b) Deferred Credits NIL NIL
(c) Term Loans 270.59 NIL
(d) Inter-corporate Loans and Borrowings NIL NIL
(e) Commercial Paper NIL NIL
(f) Other Loans (specify nature) NIL NIL
*Please see Note 1 below

ASSETS SIDE :
Amount Outstanding

2. Break-up of Loans and Advances including


bills receivables (other than those included
in (4) below) :
(a) Secured NIL
(b) Unsecured NIL

3. Break-up of Leased Assets and stock on hire and


other assets counting towards AFC activities :
(i) Lease assets including lease rentals under
sundry debtors :
(a) Financial Lease NIL
(b) Operating Lease NIL

(ii) Stock on hire including hire charges under


sundry debtors :
(a) Assets on hire NIL
(b) Repossessed Assets NIL

(iii) Other loans counting towards AFC activities :


(a) Loans where assets have been repossessed NIL
(b) Loans other than (a) above NIL

( 64 )
Silicon Valley Infotech Limited 2017-2018

Particulars Amount Outstanding

4. Break-up of Investments :

Current Investments :

1. Quoted :
(i) Shares : (a) Equity NIL
(b) Preference NIL
(ii) Debentures and Bonds NIL
(iii) Units of Mutual Funds NIL
(iv) Government Securities NIL
(v) Others (Please specify) NIL

2. Un-Quoted :

(i) Shares : (a) Equity NIL


(b) Preference NIL
(ii) Debentures and Bonds NIL
(iii) Units of Mutual Funds NIL
(iv) Government Securities NIL
(v) Others (Please specify) NIL

Long Term Investments :

1. Quoted :

(i) Shares (a) Equity 113.91


(b) Preference NIL
(ii) Debentures and Bonds NIL
(iii) Units of Mutual Funds NIL
(iv) Government Securities NIL
(v) Others (Please specify) NIL

2. Un-Quoted :

(i) Shares (a) Equity NIL


(b) Preference NIL
(ii) Debentures and Bonds NIL
(iii) Units of Mutual Funds NIL
(iv) Government Securities NIL
(v) Others (Please specify) NIL

( 65 )
Silicon Valley Infotech Limited 2017-2018

5. Borrower group-wise classification of assets financed as in (2) and (3) above :


Please see Note 2 below
Amount net of provisions
Category Secured Unsecured Total

1. Related Parties**
(a) Subsidiaries NIL NIL NIL
(b) Companies in the same group NIL NIL NIL
(c) Other related parties NIL NIL NIL
2. Other than related parties NIL NIL NIL
Total NIL NIL NIL
6. Investor group-wise classification of all investments (Current and Long Term) in shares and
securities (both quoted and unquoted) :
Please see Note 3 below
Category Market Value/Break-up or Book Value
Fair Value or NAV (Net of Provisions)
1. Related Parties**
(a) Subsidiaries NIL NIL
(b) Companies in the same group NIL NIL
(c) Other related parties NIL NIL
2. Other than related parties NIL NIL
Total NIL NIL
** As per Accounting Standard of ICAI (Please see Note 3 ).
7. Other Information :
Particulars Amount

(i) Gross Non-Performing Assets


(a) Related Parties NIL
(b) Other than related parties NIL
(i) Net Non-Performing Assets
(a) Related Parties NIL
(b) Other than related parties NIL

(iii) Assets acquired in satisfaction of debt NIL


Notes :
1. As defined in paragraph 2(1)(xii) of Non-Banking Financial Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 1998.
2. Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non-Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.
3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of
investments and other assets as also assets acquired in satisfaction of debt. However, market value in
respect of quoted investments and break up/fair value / NAV in respect of unquoted investments should be
disclosed irrespective of whether they are classified as long term or current in (4) above.

( 66 )
E-MAIL REGISTRATION FORM
FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM

To,
Maheshwari Datamatics Pvt. Ltd.
Unit : Silicon Valley Infotech Limited
23, R. N. Mukherjee Road, 5th Floor
Kolkata - 700 001
Phone : 033-2243-5029/2248-2248

Dear Sirs,

Re : Registration of email ID for receiving communications in electronic form

I/We am/are shareholder of the Company. I/We want to receive all communication from the Company
including AGM and other General Meeting notices and explanatory statement(s) thereto. Balance Sheets,
Directors Report, Auditor’s Report etc. through email. Please register my e-mail ID, set out below, in your
records for sending communication through e-mail :

Folio No. : .....................................................................................................


Name of 1st Registered Holder : .....................................................................................................
Name of Joint Holder(s) : .....................................................................................................
.....................................................................................................
Address : .....................................................................................................
.....................................................................................................
Pin Code : .....................................................................................................
E-mail ID (to be registered) : .....................................................................................................
Contact Tel. Nos.: Mobile : .....................................................................................................
Landline : .....................................................................................................
PAN No. : .....................................................................................................

Date : …………………………….. Signature : …………..……………………………….

Important Notes :
1. On registration, all the communication will be sent to the e-mail ID registered in the folio.
2. The form is also available on the website of the Company www.siliconvalleyinfo.net
3. Any change in e-mail ID, from time to time, may please be registered in the records of the Company.

FOR SHAREHOLDERS HOLDING SHARES IN DEMAT FORM

Members holding share in demat form may register the e-mails with their respective depository participant.
35TH
ANNUAL REPORT
2017 - 2018

Silicon Valley Infotech Limited

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