Mar 31, 2018
The Members,
The Directors have pleasure in presenting their 11th Annual Report of the Company together with the audited financial statements for the year ended March 31, 2018.
Financial Highlights
Rs in Lakhs.
Particulars |
Standalone |
Consolidated |
|
FY: 2017 - ''18. |
FY: 2016 - ''17. |
FY: 2017 - ''18. |
|
Revenue from Operations |
1064.68 |
- |
1175.72 |
Other Income |
700.46 |
660.09 |
657.71 |
Total Income |
1765.14 |
660.09 |
1833.43 |
Profit before exceptional items |
|||
Depreciation & Tax |
1096.98 |
224.56 |
1150.74 |
Exceptional items |
233.35 |
- |
233.35 |
Less: Depreciation |
31.24 |
7.31 |
31.24 |
:Tax Expense |
266.70 |
71.16 |
269.79 |
Profit after Tax |
565.69 |
146.09 |
616.36 |
Consolidated Financial Statements
The consolidated financial statements have been prepared pursuant to the provisions of the Companies Act 2013 as also the listing agreement entered in to with the stock exchange. The statements have been prepared in accordance with the IND AS as prescribed by the ICAI
Overview of Operations
For the financial year under review, the total income stood at Rs.1833.43 lakhs on a consolidated basis with an increase of about 175% compared to previous year. The PAT has increased by about 318% compared to the previous year. This is due to the increase in revenue from operations compared to previous year.
Subsidiary
The Company had acquired 100% controlling stake in PSB Lending Tree Private Limited, Chennai, a Non-Banking Financial Company (Non-deposit) undertaking after completing all procedural formalities including change in the name of the subsidiary company to SV Global Finance Private Limited (SVGFPL) and the Reserve Bank of India, Chennai accorded its Certificate of Registration on 30.01.2017.During the year the Company has made further investments in its Subsidiary SVGFPL by subscribing to the Equity Share Capital by way of Rights issue of 1,09,50,000 shares at Rs. 10/- each totaling to Rs. 10,95,00,000.
SVGFPL in their meeting held on 9th April 2018 declared an interim dividend of Rs. 0.25 per share (2.5%) for the financial year 2017-18 thereby absorbing a sum of Rs.39,11,734 including dividend distribution tax. The same was paid to the holding company on 13th April 2018 . There was no declaration of any further dividend by the subsidiary company for the year under consideration.
The consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of the Act, 2013 read with the Companies (Accounts) Rules,2014 and Regulation 33 of SEBI (LODR) Regulations alongwith a separate statement containing the salient features of the financial performance of subsidiaries / associate in theprescribed form. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report.The audited financial statements of the subsidiary company will be made available to the shareholders, on receipt of a request from any shareholder and it has also been placed onthe website of the Company www.svgml.com. This will also be available for inspection by the shareholders at the registered office duringthe business hours.
The separate statement containing the salient features of the financial statements of the above named subsidiary in Form AOC -1 as Annexure "B" forms part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.
Dividend
In order to conserve the funds for future operations, no dividend is being proposed for the financial year 2017-''18.
Transfer to Reserves
Appropriation to general reserves for the financial year ended March 31, 2018 as per standalone and consolidated financial statements are as under:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
Balance of General Reserve at the beginning of the year |
16,104.23 |
16,105.49 |
Add: Net Profit for the year |
565.69 |
616.36 |
Balance of General Reserve at the end of the year |
16,669.92 |
16,721.85 |
Company''s Working /State of Affairs
The Company operates in one segment i.e., Real Estate business and as an NBFC (non-deposit) undertaking acquired through its wholly owned subsidiary. During the Financial Year 2017-''18, the revenue of the Company on standalone basis was Rs1765.14 lakhs (P.Y. Rs.660.09 lakhs) earned towards revenue from operations and other income. The revenueof the subsidiary during the Financial Year 2017-''18 was Rs.134.00 lakhs(P.Y. Rs. 14.79 lakhs) earned towards revenue from operations and other income.
There are no material changes or commitments affecting the financial position of the company which have occurred between the end of the financial year and the date of this report.
Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.
There are no significant and material orders passed by the Regulators / Courts or tribunals that would impact the going concern status of the Company and its future operations.
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 byinternal audit team and presented to the Audit Committee. Based on periodical testing, the framework is strengthened from time to time, to ensure adequacy and effectiveness of Internal Financial Control.
The established controls are constantly assessed and strengthened with new / revised standard operating procedures. The Company has adopted policies and procedures for ensuring adherence to the Company''s policies, safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and reliability of accounting records and timely preparation of reliable financial disclosures.
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Companyhas framed a Risk Management Policy. In the opinion of the Board, there appears to be no element of risk which may threaten the existence of the Company.
Internal Audit
The internal audit is entrusted to M/s. Kalyanasundaram& Associates, Chartered Accountants to ensure that necessary controls are in place at all levels and all transactions are adequately authorized and reported correctly.To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee and to the Managing Director of the Company. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. Significant internal audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board periodically.
Public Deposits
The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 for the year ended 31st March 2018.
Statutory Auditors.
Pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013, M/s. P.B. Vijayaraghavan and Co., Chartered Accountants, Chennai (Firm Regn. No:004721S), had been appointed as the Statutory Auditors of the Company to hold their office for a term of three consecutive financial years commencing from FY 2016-''17 to 2018-''19 .
Auditors'' Report
The Statutory Auditors'' Report for the Financial Year 2017-''18 does not contain any qualification, reservation or adverse remarks and the same is enclosed with the audited financial statements in this Annual Report.
Share Capital
During the year under review, the Company has neither issued shares with differential voting rights, sweat equity shares and employees stock options nor has it resorted to buy back of its securities.
Extract of Annual Return
The extract of Annual Return as on March 31, 2018 in Form No. MGT - 9 as required under Section 92 and in accordance with Section 134(3)(a) of the Companies Act, 2013 read with Companies (Accounts) Rules2014 is annexed herewith as Annexure "F" and forms part of the Board''s Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.
The particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable. There was no foreign exchange inflow or outflow during the year under review.
Corporate Social Responsibility (CSR)
Your Company has a deep sense for caring the needy; improve the quality of life of the communities it serves. Pursuant to Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee.
The Composition of the CSR Committee, Web-link to the CSR Policy is annexed herewith as Annexure "A".
Directors and Key Managerial Personnel.
Retirement of Directors by Rotation
In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act, 2013 two-thirds of the total number of Directors i.e., excluding Independent Directors, are liable to retire by rotation and out of which, one-third is liable toretire by rotation at every Annual General Meeting.
Pursuant to Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Mrs.S. Valli, Women Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible offers herself for re-appointment.
The resolution seeking approval of the members for the re-appointment of Mrs.S.Valli retiring by rotation have been incorporated in the Notice of the ensuing Annual General Meeting along with brief details about her. The Board recommends the above appointments for the consideration of the Members of the Company at the ensuing Annual General Meeting.
All the Independent Directors of the Company have submitted a declaration under Section 149(7) of the Companies Act, 2013 that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(b) of SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an Independent Director during the year.
Change in Chief Financial Officer/Company Secretary
During the year Mr.K.Ramakrishnan Chief Financial Officer of the company had resigned and relieved from services on 12th December 2017 and Mr.R.Sugumaran was appointed as Chief Financial Officer of the company effective 13th December 2017, based on the recommendation of the Nomination and Remuneration Committee.
Mr.GovindMadhav Joshi Company Secretary of the company had resigned and relieved from services on 8th November 2017 and Mr.K.Murali was appointed as Company Secretary of the company effective 8th November 2017, based on the recommendation of the Nomination and Remuneration Committee.
Key Managerial Personnel
Pursuant to the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:
1. Mr.E.Shanmugam - Managing Director
2. Mr.R.Sugumaran - Chief Financial Officer
3. Mr.K.Murali - Company Secretary
Committees of the Board, its constitution and details of the Board Meetings and other Committees of the Board held during FY 2017-''18.
Brief details are provided in the Corporate Governance Report as per Annexure "D".
Annual Performance Evaluation
In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of the Chairman, Managing Director, other Directors, Committees, Key Managerial Personnel and Senior Executives have been evaluated considering various evaluation aspects.
Policy on Vigil Mechanism
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of its Board and its Powers) Rules, 2014 and in accordance with Regulation 22 of SEBI (LODR) Regulations, 2015 the Company has an established Policy on Vigil Mechanism for Directors / Employees and other stakeholders of the Company to report concerns about unethical behaviors, actual or suspected fraud, or violation of the Company''s Code of conduct or ethics policy.The policy also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about the grievances or violation of the Company''s code of conduct.The policy is disclosed on the Company''s website www.svgml.com.
Policies
The Board of Directors of the Company have from time to time framed and approved various Policies in pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR)Regulations, 2015. These Policies and Codes are reviewed by the Board and are updated, if required. The following policies have been framed and has been disclosed on the Company''s website www.svgml.com
1. Related Party Transaction Policy.
2. Policy on Material Subsidiary.
3. CSR Policy.
4. Whistle Blower Policy consisting of Vigil Mechanism.
5. Policy on determination of Materiality of Events or Information.
6. Code of Ethics and Business Principles applicable to Directors and Senior Management
7. Familiarization Program for Independent Directors.
8. Code of Conduct for Prohibition of Insider Trading.
9. Performance Evaluation Policy.
Particulars of Loans, Guarantees or Investments
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Rule 11(1) of Companies (Meetings of Board and its Powers) Rules 2014 except to its wholly owned subsidiary company viz., SV Global Finance Private Ltd, a loan of Rs.73.50 crores and made further investment in the Equity Shares of Rs.10.95 crores .Pease refer to Note 3of notes on accountson the standalone financial statements for the financial year 2017-18 for details of investment made by the company.
Related Party Transactions
The Audit Committee and the Board of Directors have approved the related party policy and the same has been hosted on the Company''s website www.svgml.com. The policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and related parties.
The transactions entered into with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014 were in the ordinary course of business and at arm''s length basis. There were no materially significant transactions with related parties during the Financial Year 2017-''18 which were in conflict with the interest of the Company.
Suitable disclosures as required in Accounting Standard (AS) 18 have been made in the notes to the financial statements. Details of contracts / arrangements with related parties as required under Section 188 (1) and 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 have been disclosed in Form AOC-2 and is attached as Annexure "C" (Form AOC-2) as annexed, which forms an integral part of this Report.
Comparative Analysis of Remuneration paid to the Directors and Employees:
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; |
No remuneration was paid to Directors except sitting fee to non-executiveDirectors to attend the Board Meetings. Managing Director is paid a remuneration of Rs. 48,000/- per annum. Accordingly the ratio is 0.48 : 1.25 |
The percentage increase in remuneration of each Director,Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Others not applicable |
NIL |
The percentage increase in the median remuneration of employees in the financial year; |
NIL |
The number of permanent employees on the rolls of company |
14 |
The explanation on the relationship between average increase in remuneration and company performance |
Not applicable, since the Company''s performance is not measurable |
Comparison of remuneration of the Key Managerial Personnel against the performance of the Company. |
As above |
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstance for increase in the managerial remuneration and justification there of and point out if there are anyexceptional circumstances for increase in the managerial remuneration; |
Average percentile increase in salaries of non managerial Employees - NIL |
Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company. |
As above |
The key parameters for any variable component of remuneration availed by the Directors. |
N.A |
The ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year. |
N.A |
Affirmation that the remuneration is as per the remuneration policy of the company. |
YES |
Secretarial Audit Report
Pursuant to Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Secretarial Audit Report for FY 2017-â18 in Form No. MR-3 issued by a Company Secretary in practice is enclosed as Annexure âEâ and forms an integral part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.
Report on Corporate Governance.
Your Company is in compliance with the Corporate Governance guidelines, as laid out in the SEBI (LODR) Regulations. All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company.
As per Regulation 34 (3) read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate section as per Annexure âDâ on Corporate Governance practices followed by the Company together with a certificate from a practicing Company Secretary confirming compliances forms an integral part of this report.
The Managing Director and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17(8) of the SEBI (LODR) Regulations,2015 pertaining to MD / CFO Certification for the Financial Year ended 31st March, 2018.
Directorsâ Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm :
a) that in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;
c) 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors had prepared the annual accounts for the financial year ended 31st March, 2018 on a going concern basis;
e) that the Directors had laid down policies and procedures adopted by the Company for internal financial controls for ensuring orderly and efficient conduct of its business including adherence to Companyâs 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 and that such internal financial controls are adequate and were operating effectively; and
f) that as required under Section 134(5)(f) of the Companies Act, 2013, 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.
Acknowledgements and Appreciation
The Board of Directors of the Company wishes to place on record their deep sense of gratitude to all the Shareholders of the Company for their consistent support and continued faith reposed in the Company.The Board would also like to express their deep sense of appreciation to the various Central and State Government Departments, Bankers, Organizations and Agencies,external Professionals associated with the Company for their continued help and co-operation extended by them and last but not the least, to Employees at all levels for their hard work and commitment.
By Order of the Board
Place: Chennai M.ETHIRAJ E.SHANMUGAM
Date: 6.8.2018 Chairman Managing Director
DIN 00041996 DIN 00041968
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting their 9th Annual Report and the audited accounts for the financial year ended March 31, 2016.
1. Financial Highlights.
Particulars |
Rs in Crores. |
|
FY 2015 - ''16. |
FY 2014 - ''15. |
|
Profit before Depreciation & Tax |
15.24 |
143.61 |
Less: Depreciation |
0.08 |
0.24 |
Profit before Tax |
15.16 |
143.37 |
Less: Tax |
0.87 |
0.15 |
Profit after Tax |
14.29 |
143.22 |
2. Dividend
In order to conserve the funds for future operations, no dividend is being proposed for the FY.201 5-''1 6.
3. Reserves
The Board had proposed to carry Rs14.29 Crores to reserves during the year.
4. Brief description of the Company''s working during the year/State of affairs
The Company operates in one segment i.e., Real Estate business. No business operations were carried out during the FY 2015-''16. However, the Company is exploring various avenues to commence operations in the real estate segment. The Company is also proposing to acquire a Non-Banking Finance Company (Non-Deposit) undertaking to do business through a wholly owned subsidiary and the necessary RBI''s prior approval has been granted to the acquire company for the proposed acquisition by the Company.
5. Change in the nature of business, if any
NIL
6. -Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
The Company redeemed 39,200 9.75% Cumulative Preference Shares of Rs.5/- aggregating to Rs. 1,96,000/- along with arrear of dividend amounting to Rs. 1,91,100/- on 30.06.2016 in favor of M/s. The Thirumagal Mills Limited.
7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.
Nil
8. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements.
The Company has in place an adequate system of internal controls, with documented procedures covering all corporate functions. The Company has engaged the services of M/s. Kalyanasundaram& Associates, Chartered Accountants to carry out the Internal Audit. At all levels of the Company, necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly. The Audit Committee had considered the systems as laid down and satisfied itself of the adequacy and effectiveness of the internal financial control system.
To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and to the Managing Director of the Company. The scope and authority of the Internal Audit function is defined in the Audit Committee Charter. The Internal Auditor of the Company conducts Audit to ensure that necessary controls are in place. The Audit Committee reviews these controls periodically. Based on the report of internal audit function, corrective actions in the respective areas are taken to further strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board periodically.
9. Risk Management
Pursuant to section 134 (3) (n) of the Companies Act, 2013 the Company has framed a Risk Management Policy. In the opinion of the Board there appears to be no element of risk which may threaten the existence of the Company.
10. Details of Subsidiary/Joint Ventures/Associate Companies including performance and financial positions of each of the subsidiaries.
The Company does not have any Subsidiary, Joint Venture or Associate Company and therefore performance and financial position of each of the subsidiaries does not arise.
11. Public Deposits
The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 for the year ended 31st March 2016.
12. Statutory Auditors.
At the 8th AGM held on 23.09.2015, the shareholders approved the appointment of M/s. P.B. Vijayaraghavan and Co., Chartered Accountants,(Firm Regn. No:004721S) as the Statutory Auditors of the Company (to fill the casual vacancy caused by the resignation of M/s. M. Kuppuswamy PSG & Co., LLP, Chartered Accountants, Vellore) to conduct the Statutory Audit for the period ended 31st March 2016 and who shall hold office from the conclusion of 8th AGM until the conclusion of 9th AGM.
It is proposed by the Board that pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013, M/s. P.B. Vijayaraghavan and Co., Chartered Accountants, (Firm Regn. No:004721S) be appointed as the Statutory Auditors of the Company to hold their office for a term of three successive financial years commencing from FY 2016-''17 to 2018-'' 19 subject to ratification at every AGM by the shareholders of the Company and fix their remuneration.
The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 conveying their eligibility for being the Statutory Auditors of the Company for the Financial Year 2016-''17.
13. Auditors'' Report
The Statutory Auditors'' Report for the Financial Year 2015-''16 does not contain any qualification, reservation or adverse remarks and the same is attached with the annual financial statements.
14. Share Capital
a) Issue of Equity Shares with Differential Rights
The Company has not issued any equity shares with differential rights during the year under review.
b) Issue of Sweat Equity Shares.
The Company has not issued any Sweat Equity Shares during the year under review.
c) Issue of Employee Stock Options.
The Company has not provided any Stock Option Scheme to its employees.
d) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees
The Company has not bought back any of its securities during the year under review.
15. Extract of Annual Return
The extract of Annual Return in Form No MGT - 9 in terms of Section 134(3) (a) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014 is annexed herewith as Annexure "E" and forms part of the Board''s Report.
16. Conservation of energy, technology absorption and foreign exchange earnings and outgo. The provisions of Section 134(m) of the Companies Act, 2013 are not applicable. There was no foreign exchange inflow or Outflow during the year under review.
17. Corporate Social Responsibility (CSR)
Your Company has a deep sense for caring the needy, improve the quality of life of the communities it serves. Pursuant to Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Composition of the CSR Committee, Web-link to the CSR Policy and the annual report on Corporate Social Responsibility (CSR) activities is annexed herewith as Annexure "A".
18. Directors
Pursuant to Section 152 of the Companies Act, 2013, Ms.S.Valli, Director is liable to retire by rotation at the ensuing Annual General Meeting and she has offered herself for re-appointment. Except Ms.S.Valli, Mr.M.Ethiraj & Mr.E.Shanmugam none of the Directors and Key Managerial Personal of the Company and their relatives are concerned or interested, financial or otherwise in the re-appointment of Ms.S.Valli. The Board commends the re-appointment of Ms.S.Valli.
19. Committees of the Board, its constitution and details of Board Meetings and other Committees of the Board held during FY 2015-''16.
Brief details are provided in the Corporate Governance Report as annexed.
20. Changes in Directors and Key Managerial Personnel
During the year there was no change in the constitution of the Board. Mr. Govind M Joshi was appointed as Company Secretary in the place of Mr. S.S.Arunachalam who resigned as the Company Secretary of the Company.
21. Declaration by Independent Director(s) and re-appointment, if any.
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013.
22. Annual Performance Evaluation
In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of the Chairman, Managing Director, other Directors, Committees, Key Managerial Personnel and Senior Executives have been evaluated considering various evaluation aspects.
23. Policy on Vigil Mechanism
In accordance with regulation 22 of SEBI(LODR) Regulations, 2015 the Company has an established Policy on Vigil Mechanism for Directors / Employees and other stakeholders of the Company to report concerns about unethical behaviors, actual or suspected fraud, or violation of the Company''s Code of conduct or ethics policy.
The policy also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about the grievances or violation of the Company''s code of conduct.
The policy is disclosed on the Company''s web-site www.svgml.com .
24. Policies
In pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR)Regulations,
2015, the following policies have been framed and has been disclosed on the Company''s website www.svgml.com
1. Related Party Transaction Policy.
2. CSR Policy.
3. Whistle Blower Policy consisting of Vigil Mechanism.
4. Policy on determination of Materiality of Events or Information.
5. Code of Ethics and Business Principles applicable to Directors and Senior Management
6. Familiarization Programmed for Independent Directors.
7. Code of Conduct for Prohibition of Insider Trading.
8. Performance Evaluation Policy.
25. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Rule 11(1) of Companies (Meetings of Board and its Powers) Rules 2014.
26. Particulars of contracts or arrangements with related parties:
Refer Annexure "B" (Form AOC-2) as annexed, which forms part of this Report.
27. Comparative Analysis of Remuneration paid to the Directors and Employees:
(i) |
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; |
: |
No remuneration was paid to Directors except sitting fee to non-executive Directors to attend the Board Meetings. Managing Director is paid remuneration of Rs. 48,000/- per annum. Accordingly the ratio is 0.41 : 1 |
(ii) |
The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Others not applicable |
: |
Company Secretary : 18% |
(iii) |
The percentage increase in the median remuneration of employees in the financial year; |
: |
15% |
(iv) |
The number of permanent employees on the rolls of company |
: |
19 |
(v) |
The explanation on the relationship between average increase in remuneration and company performance |
: |
Not applicable, since the Company''s performance is not measurable |
(vi) |
Comparison of remuneration of the Key Managerial Personnel against the performance of the Company. |
: |
As above |
(vii) |
Variations in the market Capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase (or) decrease in the market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the |
: |
Financial Year 2015-''16 2014-''15 Market Capitalization 2723 M 3232 M Price Earnings Ratio 19.06 2.40 |
variations in the net worth of the company as at the close of the current financial year and previous financial year; |
: |
As above |
|
(viii) |
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstance for increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; |
: |
Average percentile increase in salaries of non managerial Employees - 3.00% Average percentile increase in salaries of Managerial Employees - Nil |
(ix) |
Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company |
: |
Refer clause (v) |
(x) |
The key parameters for any variable component of remuneration availed by the Directors |
: |
N.A |
(xi) |
The ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year |
: |
N.A |
(xii) |
Affirmation that the remunerations as per the remuneration policy of the company |
: |
YES |
28. Secretarial Audit Report
Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment And Remuneration of Managerial Personnel )Rules, 2014 the Secretarial Audit Report for FY 2015-''16 issued by a Company Secretary in practice is annexed herewith as Annexure "D". The Secretarial Audit report does not contain any qualification, reservation or other remarks.
29. Report on Corporate Governance
The Company has been practicing the principles of good governance and lays strong emphasis on transparency, accountability and integrity.
A separate section ''Report on Corporate Governance'' as per Annexure "C" and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as annexed shall form part of this Annual Report.
The Managing Director and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17(8) of the SEBI (LODR) Regulations, 2015 pertaining to MD / CFO Certification for the financial year ended 31s March, 2016.
30. Directors'' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-
(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2016; the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
(b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;
(c) That 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) That Directors had prepared the annual accounts on a going concern basis; and
(e) That Directors, had laid down policies and procedures adopted by the Company for internal financial controls for ensuring 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 and that such internal financial controls are adequate and were operating effectively.
(f) That Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. Acknowledgement
The Board of Directors of the Company wishes to express their deep sense of appreciation and offer their sincere thanks to all the Shareholders of the Company for their unstinted support to the Company.
The Board would also like to place on record their deep sense of gratitude to the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. In the end, the Board would like to place on record their deep sense of appreciation to all the executives, officers, employees, staff members, and workers.
By Order of the Board
Place: Chennai M.ETHIRAJ E.SHANMUGAM
Date: 18.08.2016 Chairman Managing Director
DIN 00041996 DINS 00041968
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 8thAnnual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. Financial summary or highlights/Performance of the Company
(Standalone)
Rs. in Crores
2014-15 2013-14
Profit before Depreciation & Tax 143.61 (0.80)
Depreciation 0.24 (0.06)
Profit before tax 143.37 (0.86)
Profit after tax 143.22 (0.86)
2. Dividend
The Board in order to conserve the funds for future operations does not
recommend any dividend for this Financial Year.
3. Reserves
The Board had proposed to carry Rs.134.47Crs to Reserves during the
year.
4. Brief description of the Company's working during the year/State of
affairs The Company operates in one segment ie., Real Estate business
only.
5. Change in the nature of business, if any
NIL
6. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
The Company redeemed 2,39,02,516 9% Cumulative Preference shares along
with dividend due and payable on May 12, 2015 Respective tax on
Dividend was also paid during this period.
7. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future
NIL
8. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The Company has an internal control system, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is determined by the Audit committee. The
Internal Audit function reports to the Chairman of the Audit Committee
of the Board, who is an independent director to maintain its
objectivity and independence.
The Company has engaged the services of an independent Chartered
Accountants firm, M/s. Kalayana Sundaram & Associates to carry out the
internal audit and ensure that recording and reporting are adequate and
proper, the internal controls exist in the system and that sufficient
measures are taken to update the internal control system, exercises for
safeguarding assets and protection against unauthorized use are
undertaken from time to time.
The system also seeks to ensure that transactions are appropriately
authorised, recorded, reported in financial statements and exceptions
identified and are reported. The Internal Audit team monitors and
evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures
and policies at all locations of the Company from time to time. Based
on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee
9. Risk management
Audit Committee and the Board reviews the risk assessment and
minimization procedures on regular intervals during its respective
meetings. Accordingly the Management is getting advice of the Audit
Committee and the Board Members on mitigating the risk involved in the
business.
10. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary,Joint venture or Associate
Company
11. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement.
Not applicable as there are no subsidiary, associates and joint venture
companies.
12. Deposits
The Company has not accepted Deposits.
13. Statutory Auditors
M/s. M. Kuppuswamy PSG & Co., LLP, (Firm Regn. No.001616S) Chartered
Accountants, Vellore retire at the conclusion of this Annual General
Meeting. However they have expressed that due to their health reason
they are not in a position to continue the audit from the conclusion of
this Annual General Meeting onwards.
Accordingly, on the recommendation of the Audit Committee, the Board at
its meeting held on July 13, 2015 appointed M/s. P.B. Vijayaraghavan &
Co, Chartered Accountants (Firm Regn. No:004721S) subject to the
approval of the shareholders. The Board had commended the appointment
of M/s. P. B. Vijayaraghavan& Co., to the Shareholders to carry on
audit from the conclusion of this Annual General Meeting for FY
2015-16.
14. Auditors' Report
There are no observation made in the Auditors' Report read together
with relevant notes thereon, are self-explanatory and hence, do not
call for any further comments under Section 134 of the Companies Act,
2013.
15. Share Capital
A) Issue of equity shares with differential rights
The Company has not issued any equity shares with differential rights
during the year under review.
B) Issue of sweat equity shares
The Company has not issued any Sweat Equity Shares during the year
under review.
C) Issue of employee stock options
The Company has not provided any Stock Option Scheme to the employees.
D) Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees
The Company has not bought back any of its securities during the year
under review.
16. Extract of the annual return
The extract of the annual return in Form No. MGT-9 shall form part of
the Board's report (Annexure - E)
17. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The provisions of Section 134(m) of the Companies Act, 2013 are not
applicable. There was no foreign exchange inflow or Outflow during the
year under review.
18. Corporate Social Responsibility (CSR)
Your company has traditional trait of caring the needy, "to improve the
quality of life of the communities it serve through long term value
creation for all stakeholders", which is in alignment with the
Company's core purpose.
Section 135 of the Companies Act, 2013 is applicable during the current
financial year. Accordingly, the Board at its meeting held on July 13,
2015 appointed CSR Committee of the Board with the following members.
Mr.M. Ethiraj - Non-Executive, Non-Independent Chairman
Mr. E. Shanmugam - Executive, Non-independent - Member
Mr.P.S. Pandyan (IAS Retd.) - Member
Dr. K. Shivaram Selvakkumar - Member
The annual report as required by the Act, on CSR activities is annexed
herewith as Annexure A
19. Directors:
Since Independent/Additional/Managing Directors' are not liable to
retire by rotation, Mr. M. Ethiraj, Chairman will be liable to retire
by rotation and being eligible offer himself for reappointment.
Ms. S. Valli (DIN 00468218), who was appointed as an Additional
Director of the Company by the Board of Directors with effect from
04.03.2015, in terms of Section 161(1) of the Companies Act, 2013 and
Article 98 of the Articles of Association of the Company and whose term
of office expires at the Annual General Meeting be and is hereby
appointed as a Director of the Company whose period of office shall be
liable to determination by retirement of directors by rotation."
A) Changes in Directors and Key Managerial Personnel
During the year your Company has appointed
Mrs. S. Valli, Women Director
Mr.S.S. Arunachalam, Company Secretary
Mr.V. Krishnan, Chief Financial Officer
During the year the following persons have resigned
Mr.K.Venkatesan, Company Secretary
Mr.R.Sugumaran, Company Secretary
B) Declaration by an Independent Director(s) and re- appointment, if
any
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
C) Formal Annual Evaluation of the Board
Company conducts its operations under the directions of Board of
Directors within the framework laid down by various statutes, more
particularly by the Companies Act, 2013, the Articles of Association,
Listing Agreement with stock exchanges and Code of Conduct and policies
formulated by the Company for its internal execution.
The Company's Board of Directors is dedicated to act in good faith;
exercise their judgment on an informed basis, in the best interest of
the company and its stakeholders.
Accordingly, Board's evaluation policy was adopted by the Board of your
Company. The present policy for performance evaluation is being put
into place in accordance with the requirements of section 178 of the
Companies Act, 2013 which provides for the a policy to be formulated
and recommended to the Board, setting the criteria, based on which the
performance of each and every director including the performance of the
Board as a whole shall be assessed by the Board of Directors of the
Company. Such an evaluation procedure will provide a fine system of
checks and balances on the performance of the directors and will ensure
that they exercise their powers in a rational manner.
Following are some of the criteria which was used for evaluation the
performance of the Members of the Board & its Committees
BOARD OF DIRECTORS
Some of the specific issues and questions that should be considered in
a performance evaluation of the
entire Board by Independent Directors are set out below:
Assessment Criteria
1 The Board of Directors of the company is effective in decision
making.
2 The Board of Directors is effective in developing a corporate
governance structure that allows and encourages the Board to fulfill
its responsibilities.
3 The Company's systems of control are effective for identifying
material risks and reporting material violations of policies and law.
4 The Board reviews the organization's performance in carrying out the
stated mission on a regular basis.
5 The Board of Directors is effective in providing necessary advice and
suggestions to the company's management.
6 Is the board as a whole up to date with latest developments in the
regulatory environment and the market
7 The information provided to directors prior to Board meetings meets
your expectations in terms of length and level of detail.
8 Board meetings are conducted in a manner that encourages open
communication, meaningful participation, and timely resolution of
issues.
9 The Board Chairman effectively and appropriately leads and
facilitates the Board meetings and the policy and governance work of
the board.
10 The Board appropriately considers internal audit reports,
management's responses, and steps towards improvement.
11 The Board oversees the role of the independent auditor from
selection to termination and has an effective process to evaluate the
independent auditor's qualifications and performance.
12 The board considers the independent audit plan and provides
recommendations.
COMMITTEES OF BOARD
The Board has constituted the following committees:
i. Audit Committee;
ii. Nomination and Remuneration Committee; and
iii. Stakeholders Relationship Committee
iv. Corporate Social Responsibility Committee;
For evaluating the performance of each committee, the Board of Directors
shall pay regards to the following aspects as set out in the annexure
below:
S. Assessment Criteria of various Committees
No
1 Committee meetings are conducted in a manner that encourages
open communication, meaningful participation and timely
resolution of issues
2 Timely inputs on the minutes of the meetings
KEY MANAGERIAL PERSONNEL AND SENIOR EXECUTIVES
For evaluating the performance of Key Managerial Personnel and other
Senior Executives, the Board of Directors shall pay regards to the
following aspects as set out below:
S. Assessment Criteria
No.
1 Abidance and behavior in accordance with ethical standards &
code of conduct of Company
2 Interpersonal and communication skills
3 Compliance with policies of the Company, ethics, code of
conduct, etc.
4 Safeguarding interest of whistle-blowers under vigil mechanism
5 Team work attributes
6 Safeguard of confidential information
20. Number of meetings of the Board of Directors:
a. Board Meetings: 7
28/05/2014, 04/08/2014, 29/09/2014, 10/11/2014, 07/01/2015,
30/01/2015&04/03/2015
b. Audit Committee Meetings : 4
28/05/2014, 04/08/2014, 10/11/2014 &30/01/2015,
c. Nomination and Remuneration Committee :3 29/09/2014,
07/01/2015&04/03/2015
d. Stake Holders Relationship Committee Meeting : 34
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
21. Audit Committee
The Company is covered by section 177 of the Companies Act 2013 and
Nomination and Remuneration Committee has been constituted consisting
of four directors with two independent directors.
Mr.R. Narayanan, Chairman
Mr.E. Shanmugam, Member
Mr.Y Satyajit Prasad, Member
Dr.K. Shivaram Selvakkumar, Member [appointed during the year]
The above composition of the Audit Committee consists of independent
Directors viz., Mr. Y. Satyajit Prasad and Dr.K. Shivaram Selvakkumar
who form the majority.
22. Details of establishment of vigil mechanism for directors and
employees
The Company has established a vigil mechanism and oversee through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
23. Nomination and Remuneration Committee
The Company is covered by section 178(1) of the Companies Act 2013 and
Nomination and Remuneration Committee has been constituted consisting
of three directors with one independent director. The Committee is in
the process of framing the Company's policy on directors' appointment
and remuneration including criteria for determining for qualifications,
positive attributes, independence of a director, and senior management
and their remuneration.
24. Particulars of loans, guarantees or investments under section 186
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013 read with rule
11(1) of Companies (Meetings of Board and its Powers) Rules 2014.
25. Particulars of contracts or arrangements with related parties:
As per Annexure B which is forming part of this Report.
26. Managerial Remuneration:
5(1)
(i) The ratio of the remuneration of : No remuneration was paid to
each Director to the median Directors except sitting fee to
remuneration of the employees of non-executiveDirectors to
the Company for the financial attend the Board Meeting
year; Managing Director is paid a
remuneration of Rs. 48,000/-
p.a.Accordingly the ratio is
0.41 : 1
(ii)The percentage increase in : Company Secretary : 18%
remuneration of each Director, Others not applicable
Chief Financial Officer, Chief
Executive Officer, Company
Secretary or Manager, if any,
in the financial year;
(iii) The percentage increase : 15%
in the median remuneration
of employees in the
financial year;
(iv) The number of permanent : 19 (of which 10 were Employed for
employees on the rolls of part of the year)
company
(v) The explanation on the : Not applicable since the Company's
relationship between average performance is not measurable
increase in remuneration and
company performance
(vi) Comparison of remuneration As above
of the key managerial personnel
against the performance of the
Company
(vii)Variations in the market
capitalisation of the company,
price earnings ratio as at the Market Capitalisation
closing date of the current Price earning ratio
financial year and previous financial
year and percentage increase (or) 2015 2014
decrease in the market quotations
of the shares of the Company in 3232M 1312M
comparison to the rate at which the 2.40 Nagative
company came out with the last public
offer in case of listed companies, and
in case of unlisted companies, the
variations in the net worth of the
company as at the close of the current
financial year and previous
financial year;
(viii) Average percentile increase already
made in the salaries of employees
other than the managerial personnel : Average percentile
in the last financial year and its increase in salaries of
comparison with the percentile increase non managerial Employees
in the managerial remuneration and - 2.98%
justification thereof and point out if
there are any exceptional circumstance
for increase in the managerial : Average percentile increase
remuneration and justification thereof in salaries of Managerial
and point out if there are any Employees - Nil
exceptional circumstances for increase
in the managerial remuneration;
(ix) Comparison of the each remuneration : refer clause (v)
of the Key Managerial Personnel
against the performance of the
company
(x) The key parameters for any variable : N.A
component of remuneration availed
by the Directors
(xi) The ratio of remuneration of the : N.A
highest paid director to that of the
employees who are not directors but
receive remuneration in excess of the
highest paid director during
the year and
(xii) Affirmation that the remuneration : Yes
is as per the remuneration policy
of the company
27. Secretarial Audit Report
The Company appointed M/s R. Kannan & Associates, Practicing Company
Secretary Firm, to conduct Secretarial audit pursuant to provisions of
section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 to undertake the
Secretarial Audit of the Company for FY 2014-15. The Secretarial Audit
report is annexed herewith as Annexure D.
28. Corporate Governance Certificate
The report on Corporate Governance forms part of an integral part of
this Report. The requisite certificates from the Auditors of the
Company confirming compliance with the conditions of Corporate
Governance is attached to the report on Corporate Governance.
29. Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:-
(a) in the preparation of the annual accounts, 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 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 policies and procedures adopted by the
Company for internal financial controls for ensuring 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 accounts
records and the timely preparation of reliable financial information
and that such internal financial controls are adequate and were
operating effectively.
(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.
30. Acknowledgements
Your Directors acknowledge the cooperation and assistance extended by
the Government of India, Government of Tamil Nadu and Government of
Karnataka and place on record their appreciation and gratitude to them.
The Directors also thank the shareholders and employees for their
continued cooperation.
By Order of the Board
Regd. Office
13thJuly 2015 M. ETHIRAJ E. SHANMUGAM
Chairman Managing Director
Mar 31, 2014
Dear members,
The Directors present the Seventh Annual Report and Audited Accounts
of the Company for the financial year ended 31st March 2014.
Financial Results
2013-2014 2012-2013
Rs. Rs.
Loss before Depreciation & Tax 80,37,429 27,47,092
Depreciation 5,72,358 6,67,336
Loss for the year 86,09,787 34,14,428
OPERATIONS
The management is hopeful that with the reconstitution of the Board the
company would focus on progress of business of property development
projects during the current year.
DIRECTORS
Sri. M.Ethiraj, & Sri. S. Natarajan, Directors, retire by rotation and
being eligible offer themselves for reappointment. Statutory
Requirements
Energy conservation, technology absorption and foreign exchange
earnings and outgo
As per the requirements of section 217 (1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rule 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are not applicable.
Statement of Employees particulars
The particulars required under section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975 are
not applicable as none of the employees is coming under the purview of
this section.
Directors'' Responsibility Statement
As required under section 217 (2AA) of the Companies Act, 1956, the
Directors state as follows:
i. that in the preparation of annual accounts for the financial year
ended 31st March, 2014 the applicable accounting standards have been
followed along with proper explanation relating to material departures.
ii. that the Directors had 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 ended 31st
March, 2014 and of the profit or loss of the Company for the said
period under review.
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 accounts for the financial year
ended 31st March 2014 on a "going concern" basis.
CORPORATE GOVERNANCE
The report on Corporate Governance forms part of Annexure to Directors''
report.
Secretarial Audit
In terms of the provisions of listing agreement necessary secretarial
Audit Report with regard to reconciliation of share capital of the
Company and compliance certificate under clause 47C are being carried
out at the specified period by a Practicing Company Secretary. Further
Mr. R. Kannan, Practising Company Secretary is appointed as Secretarial
Auditor for the year 2014 - 2015.
Auditors
M/s. M. Kuppuswamy PSG & Co., LLP (Firm Registration No: 001616S)
Chartered Accountants, Vellore, retire at the conclusion of this Annual
General Meeting and are eligible for reappointment.
Acknowledgement
Your Directors acknowledge the cooperation and assistance extended by
the Government of India, Government of Tamil Nadu and Government of
Karnataka, and place on record their appreciation and gratitude to
them. The Directors also thank the shareholders and employees for their
continued cooperation.
By Order of the Board
Regd. Office
106, Armenian Street,
Chennai - 600 001
4th August, 2014 M.ETHIRAJ E. SHANMUGAM
Chairman Managing Director
Mar 31, 2013
The Directors present the Sixth Annual Report and Audited Accounts of
the Company for the financial year ended 31s'' March 2013.
Financial Results
2012- 2013 2011 -2012
Rs. Rs.
Loss before Depreciation & Tax 27,47,092 16,17,296
Depreciation 6,67,336 7,81,806
Loss for the year 34,14,428 23,99,102
OPERATIONS
Pursuant to the sanction of the Scheme of Demerger, the Properties
undertaking of Binny Limited was transferred to and vested in the
Company, with effect from 1st January 2010, being the appointed date in
terms of the Scheme. However, owing to the delay in obtaining the
relaxation of Rule 19(2) (b) of the Securities contracts (Regulation)
Rules, 1957, completion of the process of listing of shares of the
company and subsequent inter se transfer of shares amongst the
promoters group and reconstitution of the board of directors in terms
of the scheme were also delayed. As a result the Company could not
launch any projects of its primary object of property development.
On March 20, 2013, Securities and Exchange Board of India has approved
relaxation of Rule 19 (2) (b) for the shares of S V Global Mill
Limited. The Bombay Stock Exchange Ltd has subsequently approved the
listing and trading of the equity shares of the Company effective from
May 28,2013. In terms of the Demerger scheme, the promoters are
arranging the interse transfer of shares through the Bombay Stock
Exchange Ltd.
The management is hopeful that with the reconstitution of the Board
after interse transfer of shares, the company would focus on progress
of business of property development projects, during the current year.
DIRECTORS
Sri. R. Narayanan and Sri. Justice S. Jagadeesan, Directors, retire by
rotation at this Annual General Meeting and being eligible offers
themselves for reappointment.
Statutory Requirements
As per the requirements of section 217 (1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rule 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are not applicable.
The particulars required under section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975 are
not applicable as none of the employees is coming under the purview of
this section.
Directors'' Responsibility Statement
As required under section 217 (2AA) of the Companies Act, 1956, the
Directors state as follows:
I. that in the preparation of annual accounts for the financial year
ended 31st March, 2013 the applicable accounting standards have been
followed along with proper explanation relating to material departures.
II. that the Directors had 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 ended 31s''
March, 2013 and of the profit or loss of the Company for the said
period under review.
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 accounts for the financial
year ended 31s1 March 2013 on a "going concern" basis.
CORPORATE GOVERNANCE
The report on Corporate Governance forms part of Annexure to Directors''
report.
Secretarial Audit
In terms of the provisions of listing agreement necessary secretarial
Audit Report with regard to reconciliation of share capital of the
Company and compliance certificate under clause 47C are being carried
out at the specified period by a practicing company secretary. The
findings of the same were satisfactory.
Auditors
Messrs. M. Kuppuswamy PSG & Co., (Firm Registration No. 001616S)
Chartered Accountants, Vellore, are appointed as Statutory Auditors of
the company, in the place of the retiring auditors, Messrs. T. Selvaraj
& Co., Chartered Accountants, Chennai 600 084 not seeking
reappointment. The Directors recommend their appointment.
Energy conservation, technology absorption and foreign exchange
earnings and outgo
There are no particulars to be furnished for the year as required under
217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rule
1988.
Statement of Employees particulars
There is no employee, particulars of whom are to be furnished under
Section 217 (2A) of the Companies act, 1956.
Acknowledgement
Your Directors acknowledge the cooperation and assistance extended by
the Government of India, Government of Tamil Nadu and Government of
Karnataka, and place on record their appreciation and gratitude to
them. The Directors also thank the shareholders and employees for their
continued cooperation.
Registered Office: BY ORDER OF THE BOARD
106, Armenian Street
Chennai 600 001 M. Ethiraj
31st August 2013 Chairman
Mar 31, 2012
The Directors present the Fifth Annual Report and Audited Accounts of
the Company for the financial year ended 31st March 2012.
Financial Results
Rs.
2011-2012 2010-2011
Loss before Depreciation & Tax 16,17,296 9,44,029
Depreciation 7,81,806 9,20,101
Loss for the year 23,99,102 18,64,130
Audit Committee
The Board of Directors, at their meeting held on 2nd June 2010
constituted the Audit Committee under section 292A of the Companies
Act, 1956 and pursuant to Article 123 of the Articles of Association of
the company. The Audit Committee constituted is as follows:
Mr. R. Narayanan - Chairman
Mr. E. Shanmugam - Member
Mr. Justice S. Jagadeesan - Member
The Audit Committee shall have such powers, duties and,
responsibilities and shall function in such manner as provided in
Section 292A of the Companies Act, 1956 and in any listing agreement
entered into by the company with the stock exchanges.
Share Transfer & Investors'' Grievance Committee
The Committee consists of 3 directors (of which one is an independent
non-executive director) viz., Mr. M. EthurajanrMr. R. Narayanan and Mr.
E. Shanmugam. This committee would continue to look after and approve
the share transfer, transmission, issue of duplicate share certificate
etc'' Further all the investors'' / shareholders'' grievances and the
action taken by the Company to the satisfaction of the shareholders are
brought to the attention of the Committee. The Committee had twenty
meetings during the year ended 31.3.2012 on 15:04.11,
30.04.11,16.05.11, 30.05.11, 15.0&11,
29.06.11,15.07.11,01.08.11,17.08.11, 31.08.11/07.10.11,
31.10.11,25.11.11,15.12.11, 30.12.11, 18.01.12, 30.01.12, 15.02.12,
29.02.12 and 15.03.12. .
Listing of the Equity Shares of the Company on Stock Exchanges
The Share certificates to the equity shareholders were allotted and
issued by the company on 2nd June 2010. The company has complied with
formalities for listing of the equity shares with Bombay Stock Exchange
Limited and Madras Stock Exchange Limited and obtained their
in-principle approval for listing subject to the approval of Securities
and Exchange Board of India (SEBI) for relaxation of Rule 19(2) (b) qf
the Securities Contracts (Regulation) Rules, 1957. The application is
presently pending with SEBI and all the clarifications sought for by
SEBI relating to the terms of the Scheme were submitted by the Company,
and is following it up with SEBI. Upon obtaining the approval of SEBI
for relaxation of Rule 19(2) (b), trading in equity shares of the
company could be permitted and until, then the shares credited to the
respective shareholders demat account is kept frozen. .
Dematerialisation of Shares and Liquidity
For Dematerialisation of Equity Sbares, the company has entered into a.
Tnpasiite /- yreer, ient along with M/s. Cameo Corporate Services
Limited (the Registrar and Share Transfer Agent) with the National
Securities Depository Limited (NSDL) and the Central Depository
Services (India) Limited (CDSL) for admitting the equity shares of the
company in their depository system, and the equity shares have been
allotted the1 International Securities Identification Number (ISIN):
INE159L01013. ,
However, the Depositories have suspended and marked frozen the ISIN,
from the date" of its credit in their system, for all debits in the
Depositories, pursuant to the Madras High Court Order regarding issue
of shares pursuant to the Scheme. Hence, only credits pertaining to the
ISIN will be allowed. The debit in the system will be activated on the
''receipt of notice from the Stock Exchanges, where the shares of the
company are listed, for commencement of trading and for reactivation of
the ISIN.
Registrar and Share Transfer Agent
M/s Cameo Corporate Services Limited, Chennai, is Registrar and
Transfer Agent for the company providing connectivity with the NSDL /
CDSL for demat services. They also undertake share transfer in physical
format and-ottjer related services. The share transfer and other
requests are processed within 15 days from the date of receipt provided
the documents are complete in all respects.
Members are requested to send all their communications and documents
pertafning to both shares in physical form and dematerialised form to
the Registrar at the following address:
M/s CAMEO CORPORATE SERVICES LIMITED . Contact person:
UNIT: S V GLOBAL MILL Mr. R D Ramaswamy
5th Floor, Subramanian Building - , Designation: Director
#1, Club House Road, Mr. D Narasimhan
Chennai 600 002 Designation: Senior Executive (Shares)
Phone : 044-28460390 (5 Lines); Fax : 044-28460129
E-mail : [email protected] :
Statutory Requirements
As per the requirements of section 217 (1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rule 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are not applicable.
The particulars required under section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules. 1975 are
not applicable as none of the employees is coming under the purview of
this section.
Directors'' Responsibility Statement
As required under section 217 (2AA) of the Companies Act, 1956, the
Directors state as follows:
i. that in the preparation of annual accounts for the financial year
ended 31st March, 2012 the applicable-accounting standards have been
followed along with proper explanation relating to material departures.
'' - * ,
ii. that the Directors had 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 ended 31st
March, 2012 and of the''profit or loss of the Company for the said
period under'' review. * -
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 accounts for the financial
year ended 31st March 2012 on a "going concern" basis.
Auditors
M/s. T. Selvaraj & Co., Chartered Accountants, Chennai 600 084 retire
at the conclusion of this Annual General Meeting and are eligible for
reappointment.''
Acknowledgement
Your Directors acknowledge the cooperation and assistance extended by
the Government of . India, Government of Tamil Nadu and Government of
Karnataka, and place on record their
appreciation and gratitude to them. The Directors also thank the
shareholders and employees for , their continued cooperation.
By Order of the Board
Chennai
1st September 2012 M. ETHURAJAN
Chairman
Mar 31, 2011
The Directors present the Fourth Annual Report and Audited Accounts of
the Company for the financial year ended 31st March 2011.
FINANCIAL RESULTS
Rs.
2010-2011 2009-2010
Loss before Depreciation & Tax 9,44,029 4,37,345
Depreciation 9,20,101 2,39,059
Loss for the year 18,64,130 6,76,404
Audit Committee
The Board of Directors, at their meeting held on 2nd June 2010
constituted the Audit Committee under section 292A of the Companies
Act, 1956 and pursuant to Article 123 of the Articles of Association of
the company. The Audit Committee constituted is as follows:
Mr. R. Narayanan - Chairman
Mr. M.E. Shanmugam; and Mr. Justice S. Jagadeesan
The Audit Committee shall have such powers, duties and responsibilities
and shall function in such manner as provided in Section 292A of the
Companies Act, 1956 and in any listing agreement entered into by the
company with the stock exchanges. Share Transfer & Investors''
Grievance Committee
The Board of Directors, at their meeting held on 2nd June 2010
constituted the Share Transfer & Investors'' Grievance Committee
pursuant to Article 123 of the Articles of Association of the company.
The Share Transfer & Investors'' Grievance Committee constituted is as
follows:
Mr. M. Ethurajan - Chairman
Mr. R. Narayanan and
Mr. M.E. Shanmugam The Share Transfer & Investors'' Grievance Committee
will expedite the process of share transfers and for this purpose the
Board of directors has delegated the powers of registration of share
transfers to the Committee with the direction that any major share
transfers approved by the Committee shall be placed before the Board
for its consideration.
The Share Transfer & Investors'' Grievance Committee also will
specifically look into the redressal of Shareholder / Investors
complaints like delay in registering share transfers, non-receipt of
Balance Sheet, non-receipt of declared dividends, undue delays in
allowing demat requests and such other complaints.
Listing of the Equity Shares of the Company on Stock Exchanges
The Share certificates to the equity shareholders were allotted and
issued by the company on 2nd June 2010. The company has complied with
formalities for listing of the equity shares with Bombay Stock Exchange
Limited and Madras Stock Exchange Limited and obtained their
in-principle approval for listing subject to the approval of Securities
and Exchange Board of India (SEBI) for relaxation of Rule 19(2) (b) of
the Securities Contracts (Regulation) Rules, 1957. The application is
presently pending with SEBI and the company is following it up with
SEBI. Upon obtaining the approval of SEBI for relaxation of Rule
19(2)(b), trading in equity shares of the company could be permitted
and until then the shares credited to the respective shareholders demat
account is kept frozen.
Dematerialisation of Shares and Liquidity
For Dematerialisation of Equity Shares, the company has entered into a
Tripartite Agreement along with M/s. Cameo Corporate Services Limited
(the Registrar and Share Transfer Agent) with the National Securities
Depository Limited (NSDL) and the Central Depository Services (India)
Limited (CDSL) for admitting the equity shares of the company in their
depository system, and the equity shares have been allotted the
International Securities Identification Number (ISIN): INE159L01013.
However, the Depositories have suspended and marked frozen the ISIN,
from the date of its credit in their system, for all debits in the
Depositories, pursuant to the Madras High Court Order regarding issue
of shares pursuant to the Scheme. Hence, only credits pertaining to the
ISIN will be allowed. The debits in the system will be activated on the
receipt of notice from the Stock Exchanges, where the shares of the
company are listed, for commencement of trading and for reactivation of
the ISIN.
Statutory Requirements
As per the requirements of section 217 (1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rule 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are not applicable.
The particulars required under section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975 are
not applicable as none of the employees is coming under the purview of
this section.
Directors'' Responsibility Statement
As required under section 217 (2AA) of the Companies Act, 1956, the
Directors state as follows:
i. that in the preparation of annual accounts for the financial year
ended 31s" March, 2011 the applicable accounting standards have been
followed along with proper explanation relating to material departures.
ii. that the Directors had 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 ended 31st
March, 2011 and of the profit or loss of the Company for the said
period under review.
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 accounts for the financial year
ended 31st March 2011 on a "going concern" basis.
Auditors
M/s. T. Selvaraj & Co., Chartered Accountants, Chennai 600 084 retire
at the conclusion of this Annual General Meeting and are eligible for
reappointment.
Acknowledgement
Your Directors acknowledge the cooperation and assistance extended by
the Government of India, Government of Tamil Nadu and Government of
Karnataka, and place on record their appreciation and gratitude to
them. The Directors also thank the shareholders and employees for their
continued cooperation.
By Order of the Board
Chennai 26m August 2011 M.ETHURAJAN
Chairman
Mar 31, 2010
The Directors present the Third Annual Report and Audited Accounts of
the Company for the financial year ended 31st March 2010.
FINANCIAL RESULTS
Rs.
2009-2010 2008-2009
Loss before Depreciation & Tax 4,37,345 8,618
Depreciation 2,39,059
Loss for the year 6,76,404 8,618
SCHEME OF ARRANGEMENT & DEMERGER
The Board of Directors of Binny Limited at the meeting held on
05.12.2009 approved the Scheme of Arrangement to demerge the Binny
Limited''s properties undertaking''s assets and liabilities to S.V.
Global Mill Limited and the Agencies and Services undertakings
comprising all assets and liabilities demerged to Binny Mills Limited.
Based on the valuation reports of the values and in terms of the scheme
for every Seven equity shares of Rs.5/- each of Binny Limited, the
shareholders shall be entitled to receive Seven equity shares of Rs.5/-
each fully paid up of S.V. Global Mill Limited and One equity share of
Rs. 10/- each fully paid up of Binny Mills Limited as on the record
date, in consideration of the demerger.
Binny Limited convened Extra-ordinary General Meeting of the equity
shareholders of the company on 10th March 2010 for approving the Scheme
of Arrangement as per the Hon''ble High Court of Madras, Order dated 1st
February, 2010. Subsequent upon shareholders'' approval of the Scheme of
arrangement, a petition to sanction the scheme of arrangement under
section 391 to 394 of the Companies Act, 1956 was filed with the
Hon''ble High Court of Madras. The Hon''ble High Court of Madras vide its
Order dated 22nd April 2010, sanctioned the Scheme of Arrangement under
Sec. 391 to 394 of the Companies Act, 1956 amongst Binny Limited and S
V Global Mill Limited and Binny Mills Limited. A certified copy of the
Scheme was filed with the Registrar of Companies on 8th May 2010. In
terms of the court sanctioned Scheme of Arrangement, 8th May 2010 has
become the "effective date" and 1st January 2010 the "Appointed Date".
28th May 2010 was fixed as the record date for the purpose of allotment
of shares to the shareholders of the Company, in the two resulting
companies, viz., S.V. Global Mill Limited and Binny Mills Limited were
allotted shares in terms of the Scheme, in the ratio of:
1. In S.V. Global Mill Limited (Resulting Company I):
a. 7 (Seven) equity shares of face value of Rs.5/- each credited as
fully paid up for every 7 (Seven) equity shares of s.5/- each fully
paid-up
b. 1 (One) 9.75% Cumulative Redeemable Preference Share of face value
of Rs.5/- each credited as fully paid up for every 30 (Thirty) 9.75%
Cumulative Redeemable Preference shares of Rs.5/- each fully paid-up
c. 138 (One Hundred and Thirty Eight) 9% Cumulative Redeemable
Preference share of face value of Rs.5/- each credited as fully paid up
for every 3,125 (Three Thousand One Hundred and Twenty Five) 9%
Cumulative Redeemable Preference shares of Rs.5/- each fully paid up.
2. In Binny Mills Limited (Resulting Company II):
a. 1 (One) equity share of face value of Rs.10/- each credite d as
fully paid up for every 7 (Seven) equity shares of Rs.5/- each fully
paid-up
b. 15 (Fifteen) 9.75% Cumulative Redeemable Preference Share of face
value of Rs.5/- each credited as fully paid up for every Thirty 9.75%
Cumulative Redeemable Preference shares of Rs.5/- each fully paid-up
c. 1,631 (One Thousand Six Hundred and Thirty One) 9% Cumulative
Redeemable Preference share of face value of Rs.5/- each credited as
fully paid up for every 3,125 (Three Thousand one Hundred Twenty Five
only) 9% Cumulative Redeemable Preference shares of Rs.5/- each fully
paid up.
The Share certificates to the equity shareholders were allotted and
issued in the respective resulting companies on 2nd June 2010.
Formalities in respect of Increase in authorized share capital and
issue of preference share capital in terms of the Scheme were complied
with at the Board Meeting held on 12.5.2010.
Accounting entries in respect of transfer of assets and liabilities
from Binny Limited to the respective resulting companies were made with
effect from 1.1.2010 being the Appointed date and the excess of the
value of assets over the value of liabilities transferred pursuant to
the Scheme of Arrangement amounting to Rs. 1445.17 lakhs have been
credited to "Capital Reserve Account".
DIRECTORS
At the meeting of Board of Directors held on 26th April 2010, Mr.
Justice S. Jagadeesan, has been co-opted as an additional Director of
the Company to hold office upto the date of the ensuing Annual General
Meeting and being eligible for reappointment.
At the meeting of Board of Directors held on 29th April 2010, Mr. S.
Natarajan & Mr. Y. Satyajit Prasad have been co-opted as additional
Directors of the Company to hold office upto the date of the ensuing
Annual General Meeting and being eligible for reappointment.
Mr. M. Ethurajan and Mr. R Narayanan retire by rotation and offer
themselves for reappointment.
Statutory Requirements
As per the requirements of section 217 (1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rule 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are not applicable.
The particulars required under section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975 are
not applicable as none of the employees is coming under the purview of
this section.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956, the
Directors state as follows:
i. that in the preparation of annual accounts for the financial year
ended 31st March, 2010 the applicable accounting standards have been
followed along with proper explanation relating to material departures.
ii. that the Directors had 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 ended 31st
March, 2010 and of the profit or loss of the Company for the said
period under review.
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 accounts for the financial year
ended 31$'' March 2010 on a "going concern" basis.
OTHER DETAILS
National Securities & Depository Limited and Central Depository
Services (India) Limited have permitted our securities for connectivity
in their depository vide ISIN No: INE159L01013.
The company had complied with the formalities for listing of equity
shares of the company with Bombay Stock Exchange Limited and Madras
Stock Exchange Limited and being processed.
AUDITORS
M/s. T. Selvaraj & Co., Chartered Accountants, Chennai 600 084 retire
at the conclusion of this Annual General Meeting and are eligible for
reappointment.
ACKNOWLEDGEMENT
Your Directors acknowledge the cooperation and assistance extended by
the Government of India, Government of Tamil Nadu and Government of
Karnataka, and place on record their appreciation and gratitude to
them. The Directors also thank the shareholders and employees for their
continued cooperation.
By Order of the Board
Chennai
25th August 2010 M. ETHURAJAN
Chairman