Your Directors have pleasure in presenting their 31st Annual Report, together with Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS:

Particulars                                     2014-15         2013-14

                                                       (Rs. in Lacs)

Sales and other Income                           655.99          721.31

Profit/(Loss) before Depreciation                (6.60)            2.51

Interest                                          10.72            9.66

Depreciation                                      24.62           10.64

Profit/(Loss) before Tax                        (31.21)          (8.13)

Less: Provision for Tax                          (5.74)          (0.44)

Net Profit/(loss) for the year                  (25.47)          (7.68)

Profit/(Loss) brought forward from                27.00           34.69
previous year

Balance carried to Balance Sheet                   1.53           27.00

DIVIDEND:

The Company has earned a Net Loss of Rs. 25.47 Lacs during the Financial Year 2014--15 but in view of the future expansion plan and other business activities your directors have decided not to recommend any dividend for the year ended 31st March, 2015.

APPROPRIATIONS AND TRANSFER TO RESERVE:

The Company has not created any reserves during the financial year 2014-15.

OPERATING RESULTS:

During the financial year under review, your Company has generated revenue of Rs. 65225530 through sale of cases of Indian Made Foreign Liquor (IMFL) (as compared to 66770094 in 2013-14).

Your Company has incurred a net loss of Rs. 25.47 Lacs during the Financial Year 2014--15 as against the loss of Rs. 7.68 Lacs during the Financial Year 2013-14, after taking into account interest, depreciation, prior period adjustments and exceptional items.

BORROWINGS:

The Total Loan amount of the company as on 31.03.2015 is 19,77,454, out of which the company has taken a loan of 1300000/- taken from ICICI Bank Ltd during the financial year 2014-15 and carries interest @ 10.49% on reducing balance for which the Last installment will get due in May,2017.

FINANCE:

The total Cash & Cash Equivalent as on 31st March, 2015 was Rs. 33,80,031. Your company continues to focus on judicious management of its working capital. Receivables, Inventories & other working capital parameters were kept under strict check through continuous monitoring.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year 2014-15, the Company has made no investment in Shares. The company has not given any loans or advances during the year to other than related parties.

FIXED DEPOSITS:

Pursuant to the provisions of Section 73 Read with Companies (Acceptance of Deposit) Rules, 2014, the Company has not accepted any deposits from public during the year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no significant change in the nature of the business of the company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the company i.e. 31st March 2015 and the date of Director's report.

However in the month of April 2015, few Members of the company holding valid requisition has approached honourable CLB for holding EGM to discuss their agenda, for which The honourable CLB has granted permission to hold EGM 11th April, 2015.

However due to the dispute regarding ownership of 24,73,070 (Twenty Four lacs Seventy Three thousand seventy only) shares, the honourable distt. Court of Indore, Madhya Pradesh has put injunction on appointment of directors in the said EGM.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No such significant orders had been passed by any regulator, courts or tribunals during the financial year 2014-15.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no Subsidiary, Joint Venture or associate Company.

DIRECTORS:

Shri Bhupendra Singh, whole time director of the Company, retires by rotation and being eligible offers himself for re-appointment.

Shri Nageen & Shri Devendra Pawar, Additional directors of the company is being eligible offers themselves to be appointed as independent director of the company.

Your Directors recommend the appointment and re-appointment of the aforesaid Directors.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has constituted the following committees in terms of the provisions of the Companies Act and clause 49 of the listing agreement:

I. Audit Committee:

Our Audit Committee was properly constituted as laid under sec. 177 of Companies Act, 2013 and listing Agreement. The Committee has adopted a Charter for its functioning.

The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee met five times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. As of the date of this report, the Committee is comprised of following Directors:

Name of the Director             Category

Mr. Bhupendra Singh              Whole Time Director

Mr. Shyam Alawe                  Independent Director

Mr. Nageen                       Independent Director *

Mr. Chanchal Rai                 Independent Director (upto 28.10.2014)

Mr. Devendra Singh Pawar Professional director**

Mr. Uttamjeet Singh Bagga Independent Director**

* Appointed as member of the Committee on October, 28, 2014

** Appointed as member of the Committee on Feb., 2, 2015

II. VIGIL MECHANISM COMMITTEE:

The Board of the company has approved the reconstitution of Vigil Mechanism committee that provides a formal mechanism for all Directors, employees and vendors of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Board and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Code of Conduct of the company.

The Vigil Mechanism comprises three policies viz.,

i. The Whistle Blower Policy for Directors & Employees,

ii. Whistle Blower Policy for Vendors and

iii. Whistle Blower Reward & Recognition Policy for Employees.

As of the date of this report, the Committee is comprised of following Directors:

Name of the Director             Category

Mr. Bhupendra Singh              Whole Time Director

Mr. Shyam Alawe                  Independent Director

Mr. Nageen                       Independent Director *

Mr. Chanchal Rai                 Independent Director (upto 28.10.2014)

Mr. Devendra Singh Pawar Professional director**

Mr. Uttamjeet Singh Bagga Independent Director**

* Appointed as member of the Committee on October, 28, 2014

** Appointed as member of the Committee on Feb., 2, 2015

III. Nomination and Remuneration Committee:

a. Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The policy on appointment and removal of Directors and determining Directors' independence is annexed to this report.

b. Compensation Policy for Board and Senior Management

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

iii. remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives

iv. appropriate to the working of the Company and its goals.

c. Composition of Committee:

Name of the Director             Category

Mr. Shyam Alawe                  Independent Director

Mr. Nageen                       Independent Director *

Mr. Chanchal Rai                 Independent Director (upto 28.10.2014)

Mr. Devendra Singh Pawar Professional director**

Mr. Uttamjeet Singh Bagga Independent Director**

* Appointed as member of the Committee on October, 28, 2014 ** Appointed as member of the Committee on feb., 2, 2015

IV. STAKEHOLDER RELATIONSHIP COMMITTEE:

Name of the Director             Category

Name of the Director             Category

Mr. Bhupendra Singh              Whole Time Director

Mr. Shyam Alawe                  Independent Director

Mr. Nageen                       Independent Director *

Mr. Chanchal Rai                 Independent Director (upto 28.10.2014)

Mr. Devendra Singh Pawar Professional director**

Mr. Uttamjeet Singh Bagga Independent Director**

* Appointed as member of the Committee on October, 28, 2014

** Appointed as member of the Committee on feb., 2, 2015

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Company has conducted 10 (Ten) Board Meetings in the financial year 2014-15 ie., 29/05/2014, 14/08/2014, 02/09/2014, 30/09/2014, 28/10/2014, 14/11/2014, 30/11/2014, 05/02/2015, 13/02/2015 & 20/02/2015.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any transaction with the related party during the financial year 2014-15 with the related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and the Statutory auditors of the comp any has also verified in its through its Auditor's Report

SECRETARIAL AUDIT REPORT:

As required by Section 204 of the Act, 2013 read with rule 9 of companies(Appointment and remuneration of managerial personnel) Rules, 2014, the Secretarial Audit Report for the year 2014- 15, given by CS Varun Bhomia, Practicing Company Secretary, Indore for auditing the secretarial and related records is attached to this report as Annexure F.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. Therefore, the board does not have any explanation or comment.

RISK MANAGEMENT POLICY:

The Company has an integrated Risk Management Policy identifying the possible risks & militants factors thereto.

INTERNAL CONTROL AND THEIR ADEQUACY:

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to.

INTERNAL FINANCIAL CONTROL:

The Company has an established internal financial control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the audit committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

CEO/CFO CERTIFICATION:

Certificate obtained from Mr. Sunil Khandelwal, Chief Financial Officer, pursuant to the provisions of clause 49(IX) of the Listing Agreement, for the year under review has been duly placed before the board and a copy of the certificate on the financial statements for the year ended March 31, 2015 is annexed as Annexure D alongwith this report.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of section 134 of companies act, 2013, shall state that-

a. In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2015 and of the profit and loss of the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis; and

e. 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. Explanation. - For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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;

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY:

Pursuant to the provisions of Section 197(12) read with Rule 5 of (Appointment and remuneration of managerial Personnel) Rules, 2014, the details is given in Annexure J.

PARTICULARS OF REMUNERATION OF EMPLOYEES:

During the year under review, none of the employees received remuneration in excess of the prescribed limit as laid under Section 197(12) read with Rule 5 of (Appointment and remuneration of managerial Personnel) Rules, 2014.

Therefore there is no information to disclose in terms of the provisions of the companies Act, 2013.

AUDITORS:

M/s. O.T Gandhi & Co., Chartered Accountants, Indore, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting, and is eligible for re-appointment and has given their consent for such re-appointment.

AUDITORS REPORT:

The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form No. MGT - 9 is annexed with the report in Annexure H.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the provisions of Section 135 of the Companies Act, 2013 and the rules thereunder, do not applicable on the Company. Therefore, the Company is not required to comply with the section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo pursuant to provisions of Section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is Annexure" A" which forms part of this Report.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES:

The Company's shares are listed in the following Stock Exchanges:

1. BSE Limited.

2. The M. P Stock Exchange, Indore.

3. The Delhi Stock Exchange Association, Delhi.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with Auditors Certificate is annexed herewith as "Annexure B"

CAUTIONARY STATEMENT:

The statement in this report is based on the experience and information available to the company in its businesses and assumptions with regard to economic conditions, Government and regulatory policies. The performance of the company is dependent on these factors. It may be materially influenced by various factors including change in economic conditions, government regulations, tax laws and other incidental factors, which are beyond the company's control, affecting the views expressed in or perceived from this report.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the confidence reposed and co-operation extended to the Company by the Bankers of the Company, State Bank of Travancore, other Banks, Central and State Government Authorities, Business Associates, the family of Shareholders and others.

Your Directors also wish to place on record their appreciation for the dedicated and hard work put in by the Officers, Employees and Other Staff Members, at all levels.

Place: Indore (M.P.)                 By Order of the Board of Directors

Date: 03rd Dec., 2015
SILVER OAK (INDIA) Ltd.
L11531MP1984PLC002635                 Director               Director