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Directors Report of Silver Oak Commercials Ltd.

Mar 31, 2014

Dear Members,

The Directors present the Annual Report of the Company along with Audited Statement of Accounts for the year ended 31st March, 2014.

This report has been prepared on the basis of legal requirements under Companies Act, 1956. As per General Circular No.08/2014 issued by Ministry of Corporate Affairs dated 04/04/2014, the provisions of Companies Act, 2013 will become applicable for all disclosures required under the Act for the Year 2014- 2015 and subsequent years.

1. FINANCIAL RESULTS

(Rs. inlakhs)

Period ended Year ended Particulars 31.03.2014 31.03.2013

Total Income 1,96,46,522 57,863,561

Profit Before Depreciation and Tax 13,93,697 49,193

Depreciation 2,58,908 0

Current tax 11,750 0

Deferred tax liability/Assets 4,00,760 0

Profit/Loss After tax (3,22,77,721) 49,193

2. BUSINESS OVERVIEW:

During the year under review, the company suffered loss of Rs (3,22,77,721) as compared to profit of Rs. 49193/-during the previous year which was mainly due to written off of long outstanding dues which company could not recover. Now the Company looks forward for more sensible investment opportunities and Management is very hopeful of fruitful synergies which will enhance shareholders value in the coming years.

During the year under review, the company subject to the approval of the Hon''ble High Court of Bombay, Shareholders, Stock Exchanges where the shares of the Company are listed and other relevant regulatory authorities, approved the reduction of Equity Share Capital of the Company from Rs. 2,75,00,000/- divided into 27,50,000 Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid up to Rs. 27,50,000/- divided into 2,75,000 Equity Shares of Rs. 10/- (Rupees Ten only) each and that such reduction be effected by canceling of 24,75,000 Equity Shares of Rs. 10/- each amounting to Rs. 2,47,50,000/- in the existing paid up Equity Share Capital against debit balance in Profit and Loss account.

3. FUTURE OUTLOOK:

Following the NDA victory in the recently concluded general elections, expectations are now exceptionally high from the new Government with regard to reforms and governance. The clear electoral mandate given to the single party reduces political uncertainty and raises the potential for economic policy reform.

The New Government faces a daunting task of reversing a declining economic trend. It could be 8 to 12 months before we can see any green shots of recovery. However, market may not wait till then and price in positive policy as well as administrative actions.

The fact that we will have a decisive Government is a good thing, but the coming days are going to be very important, even some indications of how the government is going to move to get the economy back on track, all these will be very important events to watch.

In view of the above, the new Government has to start firing all cylinders without wasting time. And if that happens, unprecedented amount of foreign money shall flow into India, which will be good for Indian market and economy and will in turn also boost our business prospects.

With this positive movement in India, the Company looks forward for a better future in the coming years to come.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2014.

5. DEPOSIT:

The Company has not taken /invited any deposits from the public during the year. The outstanding amount is NIL as on 31st March, 2014.

6. SECRETARIAL & INTERNAL AUDITORS

Based on recommendation received from the Audit Committee, the Board of Directors at their meeting held on 05th September, 2014 appointed D.S. Momaya & Co., Company Secretaries, Navi Mumbai as a Secretarial Auditor of the Company under section 138 (Rule 10) of the Companies Act, 2013 for the financial year 2014-15.

D.S. Momaya & Co., Company Secretaries, Navi Mumbai conducted the internal audit periodically and submitted their reports to the Audit Committee. Audit Committee has recommended re-appointment of existing internal auditor D.S.Momaya & Co., Company Secretaries, as an internal auditor of the Company for financial year 2014-15 under the relevant provisions of the Companies Act, 2013. The company is still in the process of appointing internal auditor for the company.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby declare:

i) That in preparation of the annual accounts, the applicable accounting standards has been followed.

ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and for the profit or loss of the Company for that period;

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE IS ENCLOSED AS ANNEXURE TO THIS REPORT

Pursuant to the Circular No. 08/2014 of Ministry of Corporate Affairs dated 04th April 2014, the Company has prepared its financial Statements including Directors Report, Auditors Report as per the provisions of the Companies Act 1956. Also as the paid up capital of the Company is less than Rs.3 Crores, particulars as mentioned in clause 49 of the Listing Agreement with Stock Exchange, Mumbai, Corporate Governance Report is not required to be given. But as a good corporate governance practice, your Directors present hereby its First Corporate Governance Report in terms of new Companies Act and New Clause 49 of the Listing Agreement which will be effective w.e.f. 1st October 2014.

The Company is committed to maintain highest standards of Corporate Governance. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report. Also Certificate on Compliance of Corporate Governance issued by Auditors is annexed to the report.

9. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to section 383A(1) from D S Momaya & Co, Company Secretaries and attached to this report.

10. REMUNERATION

The particular of Employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as the Company does not have any employee.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. RESEARCH AND DEVELOPMENT

The Particulars as required under the provisions of Section 217 (1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

12. STATEMENT UNDER SECTION 217(I)(e):

Statement pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below:

a) The Company has no activities relating to conservation of energy.

b) i) The Company has made no provision for research and development expenditure.

ii) The Company has no activity relating to technology absorption, adoption and innovation.

c) The Company has no activity relating to foreign exchange earnings and outgo.

13. DIRECTORS :

Mr. Pravin Patil and Mr. Bharat Patil were appointed as Additional Director w.e.f. 28th December 2013 in the Meeting of Board held on 31 December 2013 who holds office only upto the date of forthcoming AGM. Your Directors propose their appointment as Directors. Further, to bring Board of Directors of the Company in compliance with the new provisions of Companies Act, 2013, the Board has been restructured in the meeting of Board of Directors held on 05th September 2014 wherein Mr. Pravin Patil, Mr. Bharat Mukund Patil have been re-appointed as the Independent Directors of the Company for the period of five years and Mr. Tushar Patil has been appointed as Chief Executive Officer and Managing Director as Whole time Key Managerial Personnel and Mr. Kiran Patil has been appointed as Compliance Officer of the Company.

Also during the year under review, Mr. Bhausaheb Morey and Mr. Santosh Kamankar resigned from the Board of Directors due to their pre-occupancies w.e.f 31st December 2013. The Board places its gratitude and appreciation for the support provided by them in their capacity of Directors to the Company.

14. RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

The Board of Directors in its meeting held on 05th September 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as follows:

Name of Director Designation KMP position held

Mr. Tushar Patil Executive Director Chief Executive Officer and Managing Director

Mr. Bharat Mukund Chairman and Patil Independent Director

Mr.Pravin Rangnath Independent Director - Patil

15. FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

16. AUDITORS AND AUDITORS'' REPORT

M/s. Soumitro Mukherjee & Co., who are the Statutory Auditors of the Company, hold office until the conclusion of the Annual General Meeting.

Further, Your Directors propose appointment of M/s. Soumitro Mukherjee & Co, Chartered Accountants whose appointment as been duly approved by the Audit Committee who shall hold office from the conclusion of this meeting till the conclusion of the fifth Annual General Meeting, with this meeting being counted as the first meeting and will be subject to ratification in every annual general meeting till the sixth such meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act.

17. LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. The Company has paid listing fees for the year 2014-15.

18. APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, and all other intermediaries concerned with the Company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Registered office

11, Radhamandir Building, By Order of the Board of Directors 213, Sir Bhalchandra Road, Behind Ruia College, Matunga (E) Mumbai, Maharashtra Tushar Patil (Managing Director) DIN:01856178 Place: Mumbai Date: 05.09.2014


Mar 31, 2013

The Directors have pleasure in presenting the Annual Report together with the Audited Accounts of the company for the year ended 31st March 2013

FINANCIAL MATTERS: (Amt. in Rs.)

March 2013 March 2012

Total Income 5,78,63,561 0

Total Expenses 5,76,58,561 72,000

Profit Before Depreciation & Tax 49,193 (72,000)

Depreciation 0 0

Provision for Tax 0 0

Profit / Loss After Tax 49193 (72,000)

BUSINESS OVERVIEW:

During the year under review, the company could do marginal business and made a net profit of Rs 49,193/- during the year under review as compared to loss of Rs. (72,000)/-during the previous year.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2013.

DIRECTORS

Mr. Tushar Patil the Director of the company retires by rotation and being eligible, offered himself for re-appointment. Your Directors proposes his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. The financial statements are prepared in accordance with the applicable Accounting Standards and the provisions of the Companies Act, 1956 with proper explanation relating to material departures, if any.

2. The Accounting policies as required have been followed by the Company and the judgments 85 estimates that are reasonable and prudent have been made so as to reflect a "true and fair view" of the financial statements of the Company at the end of the financial year and of the Profit of the Company for die year ended on that date.

3. The financial statements have been prepared on a going concern basis. /

4. The Directors had taken proper & sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the company and for preventing & detecting fraud & other irregularities.

ENFRGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 217(l)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 and Rules made there under. /

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

The provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

AUDITORS

The Auditors M/s. Soumitro Mukherjee & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their reappointment as auditors of the company for the period from the conclusion of this Annual General Meeting upto the date of the next Annual General Meeting.

AUDITORS REPORTS

The observations of the Auditors in their Report and Notes attached to the accounts are Self- Explanatory and do not require any further clarifications.

LISTING

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE).

FOPEIGN EXCHANGE EARNINGS 8s OUTGO

The company has not earned any foreign exchange or incurred any foreign exchange'' outgo.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to section 383A (1) from D. S. Momaya 85 Co., Company Secretaries and attached to this Report.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the Company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

BY ORDER OF THE BOARD OF DIRECTORS

Sd/-

(CHAIRMAN)

DATE: 05/09/2013.

PLACE: Muimbai

 
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